-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kt3t++4HLx+wk2if5EO3AkVr/OkwPDMd0ThbLcWd3vuSEfbvCcRctMa+/7Se2J6v 6t4dzUq6E1jjBsA2IWlAAw== 0000950123-04-003551.txt : 20040319 0000950123-04-003551.hdr.sgml : 20040319 20040319172627 ACCESSION NUMBER: 0000950123-04-003551 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20040319 GROUP MEMBERS: DEBORAH A. DOLAN-SWEENEY GROUP MEMBERS: DOLAN FAMILY LLC GROUP MEMBERS: HELEN A. DOLAN GROUP MEMBERS: JAMES L. DOLAN GROUP MEMBERS: JOHN A. MACPHERSON GROUP MEMBERS: KATHLEEN M. DOLAN GROUP MEMBERS: LAWRENCE J. DOLAN GROUP MEMBERS: MARIANNE DOLAN WEBER GROUP MEMBERS: MARY S. DOLAN GROUP MEMBERS: MATTHEW J. DOLAN GROUP MEMBERS: PATRICK F. DOLAN GROUP MEMBERS: PAUL J. DOLAN GROUP MEMBERS: THOMAS C. DOLAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLAN CHARLES F CENTRAL INDEX KEY: 0000935761 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CABLEVISION SYSTEMS CORP STREET 2: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 MAIL ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP /NY CENTRAL INDEX KEY: 0001053112 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112776686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53757 FILM NUMBER: 04680784 BUSINESS ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 BUSINESS PHONE: 5163806230 MAIL ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 SC 13D 1 y94884sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Cablevision Systems Corporation ------------------------------------- (Name of Issuer) Cablevision NY Group Class A Common Stock, par value $.01 per share ------------------------------------------------------------------ (Title of Class of Securities) Cablevision NY Group Class A Common Stock: 12686C-10-9 ------------------------------------------------------ (CUSIP Number) March 19, 2004 --------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 39 1. NAME OF REPORTING PERSON Charles F. Dolan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 30,760,323 SHARES BENEFICIALLY 8. SHARED VOTING POWER 7,160,643 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 30,760,323 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 7,160,643 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,920,966 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8% 14. TYPE OF REPORTING PERSON IN
*Excludes 30,777,643 shares of Cablevision NY Group Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), issuable upon conversion of an equal number of shares of Cablevision NY Group Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), held by other Reporting Persons hereto as to which Charles F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 2 of 39 1. NAME OF REPORTING PERSON Helen A. Dolan, individually and as a Trustee of the Charles F. Dolan 2001 Family Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00- See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 37,920,966 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 37,920,966 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,920,966 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8% 14. TYPE OF REPORTING PERSON IN
*Excludes 30,777,643 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Helen A. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 3 of 39 1. NAME OF REPORTING PERSON James L. Dolan, individually and as a Trustee of the D.C. James Trust, and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust and the Ryan Dolan 1989 Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 1,111,419 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,957,829 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,111,419 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,957,829 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,069,248 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14. TYPE OF REPORTING PERSON IN
*Excludes 65,097,913 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 4 of 39 1. NAME OF REPORTING PERSON Thomas C. Dolan, individually and as a Trustee of the D.C. Thomas Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 186,754 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,934,443 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 186,754 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,934,443 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,121,197 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 14. TYPE OF REPORTING PERSON IN
*Excludes 65,279,794 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 5 of 39 1. NAME OF REPORTING PERSON Patrick F. Dolan, individually and as a Trustee of the D.C. Patrick Trust and as Trustee of the Tara Dolan 1989 Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 166,540 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,878,085 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 166,540 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,878,085 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,044,625 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14. TYPE OF REPORTING PERSON IN
*Excludes 65,275,525 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 6 of 39 1. NAME OF REPORTING PERSON Kathleen M. Dolan, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, and the D.C. Kathleen Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 8. SHARED VOTING POWER 9,998,368 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 9,998,368 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,004,749 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14. TYPE OF REPORTING PERSON IN
*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 57,215,869 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 7 of 39 1. NAME OF REPORTING PERSON Marianne Dolan Weber, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, and the D.C. Marianne Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 8. SHARED VOTING POWER 9,942,010 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 9,942,010 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,948,391 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% 14. TYPE OF REPORTING PERSON IN
*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 57,272,227 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 8 of 39 1. NAME OF REPORTING PERSON Deborah A. Dolan-Sweeney, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, and the D.C. Deborah Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 8. SHARED VOTING POWER 10,083,822 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 10,083,822 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,090,203 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14. TYPE OF REPORTING PERSON IN
*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 57,215,869 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 9 of 39 1. NAME OF REPORTING PERSON Lawrence J. Dolan, as a Trustee of the Charles F. Dolan 2001 Family Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 5,945,196 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 5,945,196 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,945,196 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON IN
*Excludes 61,269,041 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Lawrence J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 10 of 39 1. NAME OF REPORTING PERSON Paul J. Dolan, as a Trustee of Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the D.C. Kathleen Trust, and the D.C. James Trust, and as Trustee of the CFD Trust #10 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 620,018 SHARES BENEFICIALLY 8. SHARED VOTING POWER 11,943,340 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 620,018 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 11,943,340 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,563,358 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14. TYPE OF REPORTING PERSON IN
*Excludes the 54,685,003 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Paul J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 11 of 39 1. NAME OF REPORTING PERSON Matthew J. Dolan, as a Trustee of the D.C. Marianne Trust and the D.C. Thomas Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 3,812,978 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 3,812,978 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,812,978 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON IN
*Excludes 63,401,709 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Matthew J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 12 of 39 1. NAME OF REPORTING PERSON Mary S. Dolan, as a Trustee of the D.C. Deborah Trust and the D.C. Patrick Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 3,832,465 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 3,832,465 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,832,465 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON IN
*Excludes 63,401,709 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 13 of 39 1. NAME OF REPORTING PERSON John A. MacPherson, as Trustee of the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 10,406,531 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 10,406,531 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,406,531 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14. TYPE OF REPORTING PERSON IN
*Excludes 56,833,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which John A. MacPherson disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 14 of 39 1. NAME OF REPORTING PERSON Dolan Family LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 11-3519521 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 7,977,325 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,977,325 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% 14. TYPE OF REPORTING PERSON OO
*Excludes 59,236,912 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons as to which the Reporting Person disclaims beneficial ownership. Page 15 of 39 CONTINUATION PAGES TO SCHEDULE 13D This Schedule 13D is being filed jointly by the individuals (in their individual capacity and/or as trustee or co-trustee of the trusts listed on the signature pages hereto) and the entity listed on the signature pages hereto (the "Group Members") who may be deemed to beneficially own all of the shares of Cablevision NY Group Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), which are convertible share for share at the option of the holder into Cablevision NY Group Class A Common Stock (the "Class A Common Stock", and together with the Class B Common Stock, the "Common Stock"), as a result of the execution of a stockholders agreement among the Group Members, as described below. Charles F. Dolan is a member of this group, and accordingly will no longer file an individual Schedule 13D. This Schedule 13D amends and restates in its entirety the Schedule 13D originally filed by Charles F. Dolan with the Securities and Exchange Commission on May 23, 1988, as amended by Amendments Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12, dated May 7, 1990, August 24, 1991, January 6, 1995, October 23, 1995, February 6, 1996, December 31, 1996, April 30, 1997, June 6, 1997, July 6, 1998, May 1, 2000, March 30, 2001, and August 20, 2002, respectively. In addition, Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne Dolan Weber, Paul J. Dolan and Dolan Family LLC (the "Prior Group Members") were members of the group that reported their ownership on a Schedule 13G filed with the Securities and Exchange Commission on November 3, 1999, as amended by Amendments Nos. 1, 2, 3, 4, 5, 6 and 7, dated June 1, 2000, December 31, 2000, March 31, 2001, December 31, 2001, August 20, 2002, December 31, 2002, and December 31, 2003, respectively. The Prior Group Members have dissolved their former filing group; accordingly, they will no longer file a separate Schedule 13G, and this Schedule 13D constitutes notice of dissolution of the former group. ITEM 1 SECURITY AND ISSUER Cablevision NY Group Class A Common Stock, par value $.01 per share Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, NY 11714 ITEM 2 IDENTITY AND BACKGROUND (a) The names of Group Members are: Charles F. Dolan; Helen A. Dolan, individually and as a Trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"); James L. Dolan, individually and as a Trustee of the D.C. James Trust, and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan) and the Ryan Dolan 1989 Trust; Thomas C. Dolan, individually and as a Trustee of the D.C. Thomas Trust; Patrick F. Dolan, individually and as a Trustee of the D.C. Patrick Trust and as Trustee of the Tara Dolan 1989 Trust; Kathleen M. Dolan, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, and the Dolan Progeny Trust (collectively, the "Family Trusts"), and the D.C. Kathleen Trust; Marianne Dolan Weber, individually and as a Trustee of each of the Family Trusts and the D.C. Marianne Trust; Deborah A. Dolan-Sweeney, individually and as a Trustee of each of the Family Trusts and the D.C. Deborah Trust; Lawrence J. Dolan, as a Trustee of the 2001 Trust; Paul J. Dolan, as a Trustee of each of the Family Trusts, the D.C. Kathleen Trust, and the D.C. James Trust, and as Trustee of the CFD Trust #10; Matthew J. Dolan as a Trustee of the D.C. Marianne Trust and the D.C. Thomas Trust; Mary S. Dolan, as a Trustee of the D.C. Deborah Trust and the D.C. Patrick Trust; John A. MacPherson, as Trustee of the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6; and Dolan Family LLC, a limited liability company organized under the laws of the State of Delaware. Page 16 of 39 (b) Except as indicated below, the business address of each Group Member is: c/o William A. Frewin 340 Crossways Park Drive Woodbury, New York 11797 (c) Charles F. Dolan is the Chairman of Cablevision Systems Corporation (the "Issuer"). Helen A. Dolan is his wife and is not currently employed. They are the parents of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber, and Deborah A. Dolan-Sweeney. Charles F. Dolan is also the brother of Lawrence J. Dolan. Helen A. Dolan is a co-trustee of the 2001 Trust. James L. Dolan is the Chief Executive Officer and a director of the Issuer. He is the son of Charles F. Dolan and Helen A. Dolan, and is the brother of Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber, and Deborah A. Dolan-Sweeney. He is a co-trustee of the D.C. James Trust and the trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan) and the Ryan Dolan 1989 Trust. Thomas C. Dolan is the Executive Vice President and the Chief Information Officer, and a director, of the Issuer. He is the son of Charles F. Dolan and Helen A. Dolan, and is the brother of James L. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber, and Deborah A. Dolan-Sweeney. He is a co-trustee of the D.C. Thomas Trust. Patrick F. Dolan is a director of the Issuer, and is a director and an officer of a number of subsidiaries of Rainbow Media Group, a subsidiary of the Issuer, including News 12 Networks, of which he is the President. He is the son of Charles F. Dolan and Helen A. Dolan, and is the brother of James L. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne Dolan Weber, and Deborah A. Dolan-Sweeney. He is a co-trustee of the D.C. Patrick Trust and the trustee of the Tara Dolan 1989 Trust. Kathleen M. Dolan is a teacher. Her business address is c/o Purple Crayon, 94B Bowman Road, Barnard, Vermont 05031. She is the daughter of Charles F. Dolan and Helen A. Dolan, and is the sister of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Marianne Dolan Weber, and Deborah A. Dolan-Sweeney. She is a co-trustee of each of the Family Trusts, and the D.C. Kathleen Trust. Marianne Dolan Weber is the Chair of the Dolan Family Foundation and the Dolan Children's Foundation. She is the daughter of Charles F. Dolan and Helen A. Dolan, and is the sister of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, and Deborah A. Dolan-Sweeney. She is a co-trustee of each of the Family Trusts and the D.C. Marianne Trust. Deborah A. Dolan-Sweeney is not currently employed. She is the daughter of Charles F. Dolan and Helen A. Dolan, and is the sister of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan and Marianne Dolan Weber. She is a co-trustee of each of the Family Trusts and the D.C. Deborah Trust. Lawrence J. Dolan is the brother of Charles F. Dolan, and is the father of Matthew J. Dolan, Paul J. Dolan and Mary S. Dolan. He is the Chief Executive Officer of Cleveland Indians Baseball Company, L.P. His business address is c/o Cleveland Indians, Jacobs Field, 2401 Ontario St., Cleveland, Ohio 44115. He is a co-trustee of the 2001 Trust. Paul J. Dolan is the son of Lawrence J. Dolan, the brother of Matthew J. Dolan and Mary S. Dolan, and a nephew of Charles F. Dolan and Helen A. Dolan. He is the President of Cleveland Indians Baseball Company, L.P. His business address is c/o Cleveland Indians Page 17 of 39 Jacobs Field, 2401 Ontario St., Cleveland, Ohio 44115. He is a co-trustee of each of the Family Trusts, the D.C. Kathleen Trust, and the D.C. James Trust, and is the trustee of the CFD Trust #10. Matthew J. Dolan is the son of Lawrence J. Dolan, the brother of Paul J. Dolan and Mary S. Dolan, and a nephew of Charles F. Dolan and Helen A. Dolan. He is an attorney and is a principal of Thrasher, Dinsmore & Dolan, Corporate Place, 100 7th Avenue, Chardon, OH 44024-9423. He is a co-trustee of the D.C. Marianne Trust and the D.C. Thomas Trust. Mary S. Dolan is the daughter of Lawrence J. Dolan, the sister of Matthew J. Dolan and Paul J. Dolan, and a niece of Charles F. Dolan and Helen A. Dolan. She is the Co-Director of Legal Services at the Lifespan Center for Legal Services, 20 East Jackson, Ste. 500, Chicago, IL 60604. She is a co-trustee of the D.C. Deborah Trust and the D.C. Patrick Trust. John A. MacPherson is not related to any of the other Reporting Persons. He is currently retired. He is the trustee of the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6. Dolan Family LLC is a limited liability company whose members are the Family Trusts. Dolan Family LLC is organized under the laws of the state of Delaware. The business purpose of Dolan Family LLC is to hold Class B Common Stock and to enter into the Forward Transaction (as described below in Item 6). See Exhibit A. (d) No Group Member, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Group Member, during the last five years, has been a party to a civil proceeding of a judicial body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All Group Members who are individuals are citizens of the United States. Dolan Family LLC is organized under the laws of the state of Delaware. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Other than as set forth below, the Class A Common Stock deemed beneficially owned by Group Members was not acquired by purchase. Except as set forth below, all Group Members acquired beneficial ownership of their shares of Class A Common Stock directly or indirectly by exchanging all of their partnership interests in certain partnerships that were the predecessors of the Issuer for shares of Class B Common Stock and other consideration immediately prior to the Issuer's initial public offering on January 27, 1986. On February 17, 1986, Charles F. Dolan also received additional shares of Class B Common Stock in connection with the non-exercise of the underwriters' over-allotment option. On December 15, 1995, Charles F. Dolan received a partnership distribution of shares of Class A Common Stock held by Cablevision of Boston Limited Partnership, a Massachusetts limited partnership, in connection with a merger in which the limited partnership received shares of Class A Common Stock. Page 18 of 39 From January 3, 1997 through February 6, 1997, Charles F. Dolan purchased an aggregate of 183,000 depositary shares of the Issuer, each representing 1/10 interest in a share of 8 1/2% Series I Cumulative Convertible Exchangeable Preferred Stock. The depositary shares were convertible after January 8, 1996, at the option of the holder, into shares of Class A Common Stock. On or after January 1, 1998, at the option of the Issuer, the depositary shares became exchangeable for the Issuer's 8 1/2% Convertible Subordinates Debentures due in 2007 at $25 principal amount for each depositary share. On December 29, 1998, Charles F. Dolan disposed of a portion of the depositary shares through charitable gifts. On October 25, 1999, Charles F. Dolan converted the remaining depositary shares into shares of Class A Common Stock. On February 18, 1998, the stockholders of the Issuer approved and adopted the Contribution and Merger Agreement, dated as of June 6, 1997, as amended and restated as of June 6, 1997, among TCI Communications and several affiliates of the Issuer. Following such approval and adoption, the Issuer was reorganized by the creation of a new holding company, which is now the Issuer. As a result of the reorganization, each stockholder in the corporation that was the predecessor of the Issuer, including each Group Member, received one share of Class A Common Stock or Class B Common Stock for each share of Class A Common Stock or Class B Common Stock, respectively, of the predecessor corporation. Following the reorganization, the Issuer survived as the parent company, and the predecessor corporation survived as CSC Holdings, Inc., a wholly-owned subsidiary of the Issuer. On March 30, 1998, the Issuer effected a 2-for-1 stock split with respect to the Common Stock. Each stockholder, including each Group Member, received an additional share of Class A Common Stock for each share of Class A Common Stock then held, and an additional share of Class B Common Stock for each share of Class B Common Stock then held. On August 21, 1998, the Issuer effected a 2-for-1 stock split with respect to the Common Stock. Each stockholder, including each Group Member, received an additional share of Class A Common Stock for each share of Class A Common Stock then held, and an additional share of Class B Common Stock for each share of Class B Common Stock then held. As of November 3, 1999, the Family Trusts formed Dolan Family LLC by executing a limited liability company agreement. (See Item 5 below and Exhibit 6 attached to this Schedule 13D.) In connection with such formation, the Family Trusts contributed an aggregate of 5,000,000 shares of Class B Common Stock to Dolan Family LLC, subject to the terms and conditions of the agreement. On December 7, 1999, James L. Dolan used an aggregate of $7,667 of personal funds to purchase 100 shares of Class A Common Stock as custodian for a minor child. On March 29, 2001, the Issuer distributed shares of Rainbow Media Group tracking stock to its stockholders. Each stockholder of the Issuer, including each Group Member, received one share of Rainbow Media Group Class A Common Stock for every two shares of Class A Common Stock then held by each such stockholder, and one share of Rainbow Media Group Class B Common Stock for every two shares of Class B Common Stock then held by each such stockholder. On August 20, 2002, in connection with the Issuer's redemption of the Rainbow Media Group tracking stock, each stockholder of the Issuer, including each Group Member, received 1.19093 shares of Class A Common Stock for each share of Rainbow Media Group Class A Common Stock then held by each such stockholder and 1.19093 shares of Class B Common Stock for each share of Rainbow Media Group Class B Common Stock then held by each such stockholder. Page 19 of 39 Except as otherwise set forth above, Helen A. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by her as a result of her appointment as a co-trustee of a certain family trust and as a member of the Dolan Family Foundation. Except as otherwise set forth above, James L. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by him through gifts, grants under compensation plans of the Issuer to both himself and his spouse, and as a result of his appointment as a trustee or co-trustee of certain family trusts. Except as otherwise set forth above, Thomas C. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by him through gifts, grants under compensation plans of the Issuer, and as a result of his appointment as a co-trustee of a certain family trust. Except as otherwise set forth above, Patrick F. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by him through gifts, grants under compensation plans of the Issuer, and as a result of his appointment as a trustee or co-trustee of certain family trusts. Except as otherwise set forth above, Kathleen M. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by her through gifts and as a result of her appointment as a co-trustee of certain family trusts. Except as otherwise set forth above, Deborah A. Dolan-Sweeney acquired beneficial ownership of all remaining shares reported as beneficially owned by her through gifts, grants under a compensation plan of the Issuer to her spouse, and as a result of her appointment as a co-trustee of certain family trusts. Except as otherwise set forth above, Marianne Dolan Weber acquired beneficial ownership of all remaining shares reported as beneficially owned by her through gifts and as a result of her appointment as a co-trustee of certain family trusts. Except as otherwise set forth above, Lawrence J. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by him as a result of his appointment as a co-trustee of a certain family trust. Except as otherwise set forth above, Paul J. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by him through gifts and as a result of his appointment as a trustee or co-trustee of certain family trusts. Except as otherwise set forth above, Matthew J. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by him through gifts and as a result of his appointment as a co-trustee of certain family trusts. Except as otherwise set forth above, Mary S. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by her through gifts and as a result of her appointment as a co-trustee of certain family trusts. Except as otherwise set forth above, John A. MacPherson acquired beneficial ownership of all remaining shares reported as beneficially owned by him through gifts and as a result of his appointment as the trustee of certain family trusts. Except as set forth above, each trust of which a Group Member is a trustee and which holds Issuer securities acquired such securities through gifts. Page 20 of 39 See Exhibit A. ITEM 4 PURPOSE OF TRANSACTION On March 19, 2004, the Group Members, who are all holders of Class B Common Stock, executed a Stockholders Agreement (the "Class B Stockholders Agreement"). The Issuer's board of directors approved the execution of the Class B Stockholders Agreement prior to its execution by the Group Members. The purpose of the Class B Stockholders Agreement is to consolidate family control of the Issuer and to ensure continuation of family control for the next generation. As a result of this agreement, the Issuer will qualify as a "controlled company" under the rules of the New York Stock Exchange. Under the Class B Stockholders Agreement, the Group Members have agreed to vote as a group with respect to their Class B Common Stock to elect the directors whom the Class B Stockholders are entitled to elect pursuant to the Issuer's Amended and Restated Certificate of Incorporation and in connection with any "change of control" transaction. Decisions on how the group will vote with respect to their Class B Common Stock will be made by (i) a majority of the Class B Common Stock as long as one of Charles F. Dolan and Helen A. Dolan is alive, and (ii) thereafter, a vote of a majority of the Class B Common Stock owned by or attributed to, directly and indirectly, the members of a committee on which each of the children of Charles F. Dolan and Helen A. Dolan (or the respective designees of the children) are represented (the "Children Committee"). Any Group Member may opt out of the Class B Stockholders Agreement by sending a notice to such effect to all other Group Members and converting such Group Member's Class B Common Stock into Class A Common Stock. Unless sooner terminated by (i) Group Members holding two-thirds of the Class B Common Stock, and (ii) following the deaths of both Charles F. Dolan and Helen A. Dolan, two-thirds of the Class B Common Stock owned by or attributed to, directly or indirectly, the members of the Children Committee, the agreement will terminate upon the earlier of (i) the number of Group Members governed by the agreement ceasing to be at least two in number, or (ii) the aggregate number of outstanding shares of Class B Common Stock ceasing to constitute at least 30% of the total voting power represented by the aggregate number of outstanding shares of Common Stock of the Issuer. In October 2003, the Issuer announced that its board of directors had approved an amended plan to spin-off the Issuer's recently launched satellite service, Rainbow DBS and three of Rainbow Media's national entertainment services - AMC, The Independent Film Channel and WE: Women's Entertainment - their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spin-off"). The Issuer also announced that it will retain its regional cable and telecommunications businesses; Lightpath; Madison Square Garden and its teams; Radio City Music Hall; and certain other businesses including fuse, Clearview Cinemas, News 12, Metro Channels and Rainbow's interest in regional sports networks around the country. The Issuer announced that it will no longer retain the rights to offer DBS service in the New York area following consummation of the Rainbow Spin-off. Following the Rainbow Spin-off, it is expected that James L. Dolan will become chairman of the Issuer while retaining his position as Chief Executive Officer, and that Charles F. Dolan will become chairman of the new entity, and will cease to be a director of the Issuer. However, there can be no assurances that the Rainbow Spin-off will be completed. The Group Members intend to enter into a stockholders agreement with respect to shares acquired in the Rainbow Spin-off if the Rainbow Spin-off is consummated. The proposed stockholders agreement would provide for family control of the spun-off entity through the consolidation of voting for the election of directors and with respect to change of control transactions on terms substantially similar to those of the Class B Stockholders Agreement. Each year, the Dolan Family Foundation, which as of March 19, 2004 held 1,215,447 shares of Class A Common Stock deemed beneficially owned by Charles F. Dolan and Page 21 of 39 Helen A. Dolan, is required to make qualifying distributions - generally, distributions to publicly supported charitable organizations - in an amount equal to at least five percent of the aggregate fair market value of the foundation's assets. Another foundation, the Dolan Children's Foundation, is required to make similar qualifying distributions. As of March 19, 2004, the Dolan Children's Foundation held 1,737,098 shares of Class A Common Stock. Kathleen M. Dolan, Deborah A. Dolan-Sweeney, and Marianne Dolan Weber are the directors of the Dolan Children's Foundation. Because a vote of a majority of the directors is required for decisions regarding the Class A Common Stock held by the Dolan Children's Foundation, and because such votes need not be unanimous, no Group Member is currently deemed to beneficially own the Class A Common Stock held by the Dolan Children's Foundation, and accordingly the Class A Common Stock held by the Dolan Children's Foundation is not reflected in this Schedule 13D. The assets of the Dolan Children's Foundation, including the Class A Common Stock described above, are used for charitable purposes. Charles F. Dolan, Helen A. Dolan, Kathleen M. Dolan, Deborah A. Dolan-Sweeney, and Marianne Dolan Weber are considering merging the Dolan Family Foundation and the Dolan Children's Foundation. It is expected that the governing structure of the merged foundation would be similar to that of the Dolan Children's Foundation. The merged foundation would be required to make qualifying distributions equal to at least five percent of the aggregate fair market value of the foundation's assets. To raise cash and for diversification purposes, the Dolan Family Foundation and the Dolan Children's Foundation currently plan to sell shares of Class A Common Stock with an aggregate value of approximately $3,050,000 and $4,350,000, respectively, during the second quarter of 2004. In order to increase their liquidity, Charles F. Dolan and each of the six sub-trusts of the 2001 Trust currently plan to sell shares of Class A Common Stock over a period of approximately 12 months beginning in the second quarter of 2004 pursuant to Rule 10b5-1 trading plans. Charles F. Dolan and the sub-trusts currently plan to sell shares of Class A Common Stock with an aggregate value of approximately $5,000,000 per month, or approximately $60 million in the aggregate over the 12-month period. It is likely that approximately 10% to 15% of the aggregate amount would be sold by Charles F. Dolan, and the remainder by the 2001 Trust. Charles F. Dolan and the 2001 Trust currently plan to sell Class A Common Stock issued on conversion of Class B Common Stock. The 10b5-1 trading plans will be filed as an exhibit to an amendment to this Schedule 13D, if they are adopted. Charles F. Dolan also currently plans within the next month or so to make charitable gifts of shares of Class A Common Stock (issuable upon conversion of Class B Common Stock) having an aggregate value of approximately $4,300,000. Except as set forth above and in Item 6 below, Group Members have no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; Page 22 of 39 (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) and (b) The Group Members may be deemed to beneficially own an aggregate of 70,294,374 shares of Class A Common Stock as a result of their beneficial ownership of (i) 3,080,137 shares of Class A Common Stock (including 1,054,887 shares of restricted stock and options to purchase 666,592 shares of Class A Common Stock that are exercisable within 60 days of the date of this filing), and (ii) 67,214,237 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 24.5% of the shares of Class A Common Stock currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 67,214,237 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. Charles F. Dolan may be deemed to beneficially own an aggregate of 37,920,966 shares of Class A Common Stock, including (i) 1,484,372 shares of Class A Common Stock (including 250,000 shares of restricted stock), and (ii) 36,436,594 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 14.8% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 268,925 shares of Class A Common Stock (including 250,000 shares of restricted stock) owned of record personally and 30,491,398 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally, (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,215,447 shares of Class A Common Stock owned of record by the Dolan Family Foundation, and 5,945,196 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust. He disclaims beneficial ownership of 1,215,447 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 5,945,196 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust, and this report shall not be Page 23 of 39 deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Helen A. Dolan may be deemed to beneficially own an aggregate of 37,920,966 shares of Class A Common Stock, including (i) 1,484,372 shares of Class A Common Stock (including 250,000 shares of restricted stock), and (ii) 36,436,594 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 14.8% of the shares of Class A Common Stock currently outstanding. Helen A. Dolan holds no Issuer securities directly. She may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of (a) 1,215,447 shares of Class A Common Stock owned of record by the Dolan Family Foundation, (b) 268,925 shares of Class A Common Stock (including 250,000 shares of restricted stock) owned of record by Charles F. Dolan personally and 30,491,398 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by Charles F. Dolan personally, and (c) 5,945,196 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust. Helen A. Dolan disclaims beneficial ownership of all such securities, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. James L. Dolan may be deemed to beneficially own an aggregate of 3,069,248 shares of Class A Common Stock, including (i) 637,034 shares of Class A Common Stock (including 630,494 shares of restricted stock), (ii) options to purchase 315,890 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 2,116,324 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.4% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 1,111,419 shares of Class A Common Stock (including 6,381 shares of Class A Common Stock owned of record personally, 615,982 shares of restricted stock owned of record personally, 159 shares of Class A Common Stock held as custodian for a minor child, options to purchase 307,016 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, owned of record personally, and an aggregate of 181,881 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Marissa Waller 1989 Trust), and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 23,386 shares of Class A Common Stock (including 14,512 shares of restricted stock and options to purchase 8,874 shares of Class A Common Stock that are exercisable within 60 days of the date of this report) owned of record by his spouse, and 1,934,443 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC James Trust. He disclaims beneficial ownership of 159 shares of Class A Common Stock held as custodian for a minor child, 23,386 shares of Class A Common Stock (including 14,512 shares of restricted stock and options to purchase 8,874 shares of Class A Common Stock that are exercisable within 60 days of the date of this report) owned of record by his spouse and an aggregate of 2,116,324 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust, the Marissa Waller 1989 Trust and the DC James Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Thomas C. Dolan may be deemed to beneficially own an aggregate of 2,121,197 shares of Class A Common Stock, including (i) 93,803 shares of Class A Common Stock Page 24 of 39 (including 87,422 shares of restricted stock), (ii) options to purchase 92,951 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 1,934,443 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.0% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 186,754 shares of Class A Common Stock (including 6,381 shares of Class A Common Stock, 87,422 shares of restricted stock and options to purchase 92,951 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, in each case owned of record personally), and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,934,443 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Thomas Trust. He disclaims beneficial ownership of 1,934,443 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned by the DC Thomas Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Patrick F. Dolan may be deemed to beneficially own an aggregate of 2,044,625 shares of Class A Common Stock, including (i) 40,359 shares of Class A Common Stock (including 28,334 shares of restricted stock), (ii) options to purchase 65,554 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 1,938,712 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 0.9% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 166,540 shares of Class A Common Stock (including 12,025 shares of Class A Common Stock owned of record personally, 28,334 shares of restricted stock, options to purchase 65,554 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and 60,627 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Tara Dolan 1989 Trust), and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,878,085 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Patrick Trust. He disclaims beneficial ownership of an aggregate of 1,938,712 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Tara Dolan 1989 Trust and the DC Patrick Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Kathleen M. Dolan may be deemed to beneficially own an aggregate of 10,004,749 shares of Class A Common Stock, including (i) 6,381 shares of Class A Common Stock, and (ii) 9,998,368 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 4.4% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 6,381 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 9,998,368 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC and the DC Kathleen Trust. She disclaims beneficial ownership of 9,998,368 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC and the DC Kathleen Trust, and this report shall Page 25 of 39 not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Marianne Dolan Weber may be deemed to beneficially own an aggregate of 9,948,391 shares of Class A Common Stock, including (i) 6,381 shares of Class A Common Stock, and (ii) 9,942,010 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 4.3% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 6,381 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 9,942,010 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC and the DC Marianne Trust. She disclaims beneficial ownership of 9,942,010 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Marianne Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 10,090,203 shares of Class A Common Stock, including (i) 65,018 shares of Class A Common Stock (including 58,637 shares of restricted stock), (ii) options to purchase 26,817 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 9,998,368 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 4.4% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 6,381 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 85,454 shares of Class A Common Stock (including 58,637 shares of restricted stock and options to purchase 26,817 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, owned of record by her spouse) and 9,998,368 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC and the DC Deborah Trust. She disclaims beneficial ownership of the 85,454 shares of Class A Common Stock (including 58,637 shares of restricted stock and options to purchase 26,817 shares of Class A Common Stock that are exercisable within 60 days) owned of record by her spouse, and 9,998,368 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC and the DC Deborah Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Lawrence J. Dolan may be deemed to beneficially own an aggregate of 5,945,196 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 2.6% of the shares of Class A Common Stock currently outstanding. Lawrence J. Dolan holds no Issuer securities directly. He may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,945,196 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust. He disclaims beneficial ownership of all such securities, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Paul J. Dolan may be deemed to beneficially own an aggregate of 12,563,358 shares of Class A Common Stock, including (i) 34,124 shares of Class A Common Stock, and (ii) Page 26 of 39 12,529,234 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 5.4% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 620,018 shares of Class A Common Stock, including 9,336 shares of Class A Common Stock held as custodian for minor children, 14,259 shares of Class A Common Stock owned of record by the CFD Trust #10, and 596,423 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD Trust #10, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 10,529 shares of Class A Common Stock owned jointly with his spouse, and an aggregate of 11,932,811 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC James Trust and the DC Kathleen Trust. He disclaims beneficial ownership of the 9,336 shares of Class A Common Stock held as custodian for minor children, the 14,259 shares of Class A Common Stock and 596,423 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD Trust #10, and an aggregate of 11,932,811 shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC James Trust and the DC Kathleen Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Matthew J. Dolan may be deemed to beneficially own an aggregate of 3,812,978 shares of Class A Common Stock, including (i) 450 shares of Class A Common Stock and (ii) 3,812,528 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.7% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,812,978 shares of Class A Common Stock, including 450 shares of Class A Common Stock owned jointly with his son, and an aggregate of 3,812,528 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Marianne Trust and the DC Thomas Trust. He disclaims beneficial ownership of an aggregate of 3,812,528 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Marianne Trust and the DC Thomas Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Mary S. Dolan may be deemed to beneficially own an aggregate of 3,832,465 shares of Class A Common Stock, including (i) 19,937 shares of Class A Common Stock and (ii) 3,812,528 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.7% of the shares of Class A Common Stock currently outstanding. She may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,832,465 shares of Class A Common Stock, including 19,937 shares of Class A Common Stock owned jointly with her spouse and an aggregate of 3,812,528 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Deborah Trust and DC Patrick Trust. She disclaims beneficial ownership of an aggregate of 3,812,528 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock owned of record by the DC Deborah Trust and the DC Patrick Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. John A. MacPherson may be deemed to beneficially own an aggregate of 10,406,531 Page 27 of 39 shares of Class A Common Stock, including (i) 25,686 shares of Class A Common Stock, and (ii) 10,380,845 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 4.5% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 25,686 shares of Class A Common Stock owned of record personally and 10,380,845 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD Trusts Nos. 1 through 6. He disclaims beneficial ownership of 10,380,845 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD Trusts Nos. 1 through 6, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Dolan Family LLC may be deemed to beneficially own an aggregate of 7,977,325 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.5% of the shares of Class A Common Stock currently outstanding. Dolan Family LLC has no power to vote or direct the vote and may be deemed to share the power to dispose of or to direct the disposition of the shares of Class B Common Stock it holds. See Exhibit A. (c) There have been no transactions in the Class A Common Stock effected during the past sixty days. (d) See Item 6 regarding the agreement dated November 3, 1999 between Dolan Family LLC and Bear Stearns International Limited, as amended. Also, see Exhibit A. (e) Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Each Group Member is a party to the Class B Stockholders Agreement. See Item 4 above for a description of the Class B Stockholders Agreement, which is filed as Exhibit 1 to this Schedule 13D. Pursuant to two separate Registration Rights Agreements, each dated as of January 7, 1986, as amended, with the Issuer, Group Members have registration rights with respect to their shares of Class B Common Stock. Pursuant to one of these agreements (the "CSC Holdings Registration Rights Agreement"), Charles F. Dolan has the right to require the Issuer to register his shares of Class A Common Stock issuable upon conversion of Class B Common Stock, provided that the shares requested to be registered have an aggregate market value of at least $3,000,000. There is no limitation on the frequency of the registrations that Charles F. Dolan may so request. In addition, the Issuer has granted to Charles F. Dolan "piggyback" registration rights pursuant to which he may require the Issuer to register his holdings of Class A Common Stock on any registration statement under the Securities Act of 1933, as amended, with respect to an offering by the Issuer or any security holder thereof (other than a registration statement on Form S-8 and S-4 or any successor form thereto). Charles F. Dolan has also agreed to a lock-up period beginning 7 days prior to and lasting until 90 days following the effective date of a registration statement in connection with Page 28 of 39 any public offering by the Issuer, if requested by the Issuer or the managing underwriter of the public offering. The Issuer has also agreed to a similar lock-up period in the event of a registered offering by Charles F. Dolan. The CSC Holdings Registration Rights Agreement is filed as Exhibit 2 to this Schedule 13D. Pursuant to the other Registration Rights Agreement (the "Cablevision Systems Company Registration Rights Agreement"), Group Members other than Charles F. Dolan also have the right to require the Issuer to register their shares of Class A Common Stock issuable upon conversion of Class B Common Stock, subject to the same market value threshold of $3,000,000. This right is, however, subject to the written consent of Charles F. Dolan or, if he is deceased, Helen A. Dolan or, if she is deceased, a representative of the estate of the survivor of Charles F. Dolan and Helen A. Dolan. There is no limitation on the number or frequency of the registrations that such parties can demand prior to the deaths of both Charles F. Dolan and Helen A. Dolan. After the death of both Charles F. Dolan and Helen A. Dolan, these Group Members will be permitted one additional registration. Group Members other than Charles F. Dolan also have the "piggyback" registration rights described above, but must have the written consent of Charles F. Dolan, or, if he is deceased, Helen A. Dolan or, if she is deceased, a representative of the estate of the survivor of Charles F. Dolan and Helen A. Dolan, in order to exercise such "piggyback" registration rights. The "lock-up" provisions described above are also applicable. In addition, pursuant to the Cablevision Systems Company Registration Rights Agreement, Group Members other than Charles F. Dolan who hold Class B Common Stock have agreed that their Class B Common Stock will be converted to Class A Common Stock if such shares are transferred to a non-Dolan affiliate. The Cablevision Systems Company Registration Rights Agreement is filed as Exhibit 3 to this Schedule 13D. Charles F. Dolan formed the Dolan Family Foundation as a New York not-for-profit corporation on January 16, 1987, and transferred all the assets of a predecessor charitable trust to the foundation on November 30, 1987. A copy of the Certificate of Incorporation and the By-Laws of the Dolan Family Foundation are filed as Exhibits 4 and 5, respectively, to this Schedule 13D. Articles SECOND and SEVENTH of the certificate specify that no part of the assets, income or profit of the Dolan Family Foundation is distributable to, or inures to the benefit of, its members, directors or officers or any private person except to the extent permissible under the New York Not-for-Profit Corporation Law, and except for reasonable compensation for services rendered and distributions in furtherance of the Dolan Family Foundation's purposes. Articles FIFTH, SIXTH, NINTH, and TENTH further limit the Dolan Family Foundation's operation to fulfill certain provisions of the Internal Revenue Code of 1986, as amended. Additionally, under Articles III, Section 1 of the by-laws, members of the Dolan Family Foundation consist of Charles F. Dolan and Helen A. Dolan and those persons who are, from time to time, elected to be members by majority vote of the current members. Under Article III, Section 2 of the by-laws, membership is for life. Pursuant to Article IV, Section 2 of the by-laws, the members elect the directors of the Dolan Family Foundation, giving the members ultimate control over the foundation and its assets. As of November 3, 1999, the Family Trusts formed Dolan Family LLC by executing a limited liability company agreement. In connection with such formation, the Family Trusts contributed shares of Class B Common Stock to Dolan Family LLC. Pursuant to the limited liability company agreement, Dolan Family LLC has granted a proxy to vote Page 29 of 39 the shares of Class B Common Stock owned by it to the respective Family Trust that contributed such stock. At any time, subject to the terms and conditions of the Forward Transaction agreement described below, each Family Trust may withdraw shares of Class B Common Stock it has contributed to Dolan Family LLC, and substitute therefor cash or property of equal value. The limited liability company agreement is filed as Exhibit 6 to this Schedule 13D. On November 3, 1999, Dolan Family LLC entered into a variable pre-paid forward transaction with Bear, Stearns International Limited ("Bear Stearns") with respect to an aggregate of 5,000,000 shares of Class A Common Stock (the "Forward Transaction") held by the Family Trusts. The number of shares subject to the Forward Transaction has since been adjusted to 7,977,325, after the distribution of the shares of tracking stock, Rainbow Media Group Class A common stock and Class B common stock, to holders of Class A Common Stock and Class B Common Stock, respectively, on March 29, 2001 and the subsequent redemption of the tracking stock on August 20, 2002. (See Item 3 above.) The Forward Transaction matures in three equal tranches, two of which matured on June 16, 2003 and December 16, 2003, respectively, and one of which matures on June 16, 2004. Pursuant to the Forward Transaction, Bear Stearns paid $266,013,840 to Dolan Family LLC in February 2000, and Dolan Family LLC is obligated to deliver a number of shares of Class A Common Stock to Bear Stearns following the maturity of each of the three tranches. The number of shares to be delivered for the settlement of each such tranche is determined pursuant to a formula, but shall not exceed one-third of the aggregate number of shares subject to the Forward Transaction. As an alternative to delivering the Class A Common Stock, Dolan Family LLC has the right to elect to settle each of the tranches in cash. The settlement dates for the first two tranches have passed without settlement, and Dolan Family LLC is in default under the Forward Transaction with respect to the first two tranches. To secure its obligations under the Forward Transaction, Dolan Family LLC has pledged 7,977,325 shares of Class B Common Stock to Bear Stearns as collateral. In accordance with the collateral provisions of the Forward Transaction, Dolan Family LLC (or its members) retains the right to vote the Class B Common Stock. Bear Stearns has to right to adjust the terms of the Forward Transaction to preserve its original economic effects (including the right to request additional collateral) in the event of any distribution or dividend paid with respect to the Class A Common Stock. The Forward Transaction agreement is filed as Exhibit 7 to this Schedule 13D. In order to finance the settlement of the Forward Transaction, Dolan Family LLC may enter into a new pre-paid forward transaction with Bear Stearns or another derivatives dealer. If Dolan Family LLC elects to settle the Forward Transaction in cash and enter into a new pre-paid forward transaction, additional shares of Class B Common Stock beneficially owned by Group Members will be needed to be pledged as collateral to complete such transaction. Pursuant to a Voting Agreement dated as of February 5, 2003, between the Issuer, certain holders of Class B Common Stock, and Quadrangle Capital Partners, L.P., Group Members agreed to vote their shares of Class B Common Stock in favor of Steven Rattner in connection with each meeting of the stockholders of the Issuer at which directors of the Issuer are to be elected and at which Steven Rattner has been nominated as a director. Pursuant to Section 2 of the Voting Agreement, such agreement will terminate if Quadrangle or an affiliated fund ceases to beneficially own at least 50% of the number of Series A Exchangeable Participating Preferred Stock of the Issuer it Page 30 of 39 beneficially owned on February 5, 2003. The Voting Agreement is filed as Exhibit 8 to this Schedule 13D. In October 2003, Quadrangle exercised its "put option" to require the Issuer to purchase all of its Series A Exchangeable Participating Preferred Stock. The put option may be settled by the delivery of cash or registered equity securities of the Issuer. The Issuer has disclosed that it is currently in discussions with Quadrangle as to the process for determining the put price, and that following that determination, the Issuer will determine the form and timing of the payment of the put price. If the put is consummated, the Voting Agreement will terminate in accordance with Section 2 of such agreement, described in the previous paragraph. Group Members have executed a joint filing agreement dated March 19, 2004. The joint filing agreement is attached as Exhibit B hereto. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Exhibit A: Description of certain entities Exhibit B: Joint Filing Agreement, dated March 19, 2004 Exhibit C: Powers of Attorney Exhibit 1: Class B Stockholders Agreement, dated as of March 19, 2004 Exhibit 2: Registration Rights Agreement, dated as of January 27, 1986, between the Issuer and CSC Holdings Company Exhibit 3: Registration Rights Agreement, dated as of January 27, 1986, between the Issuer and Cablevision Systems Company Exhibit 4: Certificate of Incorporation of the Dolan Family Foundation Exhibit 5: By-Laws of the Dolan Family Foundation Exhibit 6: Limited Liability Company Agreement of Dolan Family LLC, dated as of November 3, 1999 Exhibit 7: Agreement between Dolan Family LLC and Bear, Stearns International Limited dated November 3, 1999, as amended Exhibit 8: Voting Agreement between the Issuer, certain holders of Class B Common Stock, and Quadrangle Capital Partners, L.P., dated as of February 5, 2003 Page 31 of 39 SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: March 19, 2004 CHARLES F. DOLAN By: * --------------------------------------------- HELEN A. DOLAN, individually and as a Trustee of the Charles F. Dolan 2001 Family Trust By: * --------------------------------------------- JAMES L. DOLAN, individually and as a Trustee of the D.C. James Trust, the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust and the Ryan Dolan 1989 Trust By: /s/ James L. Dolan --------------------------------------------- THOMAS C. DOLAN, individually and as a Trustee of the D.C. Thomas Trust By: /s/ Thomas C. Dolan --------------------------------------------- PATRICK F. DOLAN, individually and as a Trustee of the D.C. Patrick Trust and the Tara Dolan 1989 Trust By: * --------------------------------------------- KATHLEEN M. DOLAN, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Kathleen Trust By: * --------------------------------------------- MARIANNE DOLAN WEBER, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Marianne Trust By: * --------------------------------------------- DEBORAH A. DOLAN-SWEENEY, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Deborah Trust By: * --------------------------------------------- Page 32 of 39 LAWRENCE J. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust By: * --------------------------------------------- PAUL J. DOLAN, as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Kathleen Trust, and the D.C. James Trust, and as Trustee of the CFD Trust #10 By: * --------------------------------------------- MATTHEW J. DOLAN, as a Trustee of the D.C. Marianne Trust and the D.C. Thomas Trust By: * --------------------------------------------- MARY S. DOLAN, as a Trustee of the D.C. Deborah Trust and the D.C. Patrick Trust By: * ------------------------------------------- JOHN A. MACPHERSON, as Trustee of the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 By: * --------------------------------------------- DOLAN FAMILY LLC By: * --------------------------------------------- * By: /s/ William A. Frewin, Jr. ----------------------------- As Attorney-in-Fact Page 33 of 39 EX-99.A 3 y94884exv99wa.txt DESCRIPTION OF CERTAIN ENTITIES Exhibit A Each of Kathleen M. Dolan, Marianne Dolan Weber, Deborah A. Dolan-Sweeney and Paul J. Dolan is currently a trustee (a "Trustee" and together, the "Trustees") for each of the trusts listed below (collectively, the "Family Trusts"), which as of March 19, 2004, beneficially owned in the aggregate, either directly or indirectly through their membership interests in Dolan Family LLC, 8,063,925 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock"). Class B Common Stock is convertible at the option of the holder thereof, share for share, into Class A Common Stock, par value $.01 per share, of the Issuer (the "Class A Common Stock"). Under each trust, a majority of the trustees must act with respect to voting and disposition of the Class B Common Stock, and unanimous consent is not required. As a Trustee of the Family Trusts, each of the Trustees may be deemed to share the power to vote and dispose of all shares held by the Family Trusts and Dolan Family LLC. Under certain rules of the Securities and Exchange Commission, so long as the Trustees retain such powers, they may be deemed to have beneficial ownership thereof for purposes of Schedule 13G reporting. The Trustees expressly disclaim beneficial ownership of such shares and this report shall not be construed as an admission that such persons are the beneficial owners of such securities. The following table lists the name of each Family Trust and the name of its beneficiary or description of its beneficiary class.
Name of Trust Beneficiary ------------- ----------- Dolan Descendants Trust All descendants of Charles F. Dolan living at any time and from time to time. Dolan Progeny Trust All children of Charles F. Dolan living at any time and from time to time. Dolan Grandchildren Trust All children and grandchildren of Charles F. Dolan living at any time and from time to time. Dolan Spouse Trust All descendants of Charles F. Dolan living at any time and from time to time and their spouses.
Pursuant to the provisions of the agreements governing the Family Trusts, the economic interest in the shares of the Issuer owned by each Family Trust is held by such trust's beneficiary class. For each Trust, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee (in each case, Paul J. Dolan) to any one or more of the members of such trust's beneficiary class. Each of James L. Dolan, Patrick F. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney (each a "Current Beneficiary") is a co-trustee and beneficiary of, respectively, the DC James Trust (with Paul J. Dolan as co-trustee), the DC Patrick Trust (with Mary S. Dolan as co-trustee), the DC Thomas Trust (with Matthew J. Dolan as co-trustee), the DC Kathleen Trust (with Paul J. Dolan as co-trustee), the DC Marianne Trust (with Matthew J. Dolan as co-trustee) and the DC Deborah Trust (with Mary S. Dolan as co-trustee) (together, the "DC Trusts"), which as of March 19, 2004 beneficially owned in the aggregate 11,493,942 shares of Class B Common Stock. For each of the DC Trusts, distributions of income and principal can be made in the discretion of the non-beneficiary trustee to the Current Beneficiary. The Current Beneficiary has the power during his or her life to appoint all or part of his or her DC Trust to or for the benefit of one or more of his or her descendants. Page 34 of 39 The following table lists each DC Trust's name and the name of its beneficiary.
Name of Trust Beneficiary ------------- ----------- DC James Trust James L. Dolan DC Patrick Trust Patrick F. Dolan DC Thomas Trust Thomas C. Dolan DC Kathleen Trust Kathleen M. Dolan DC Marianne Trust Marianne Dolan Weber DC Deborah Trust Deborah A. Dolan-Sweeney
The beneficiary of any DC Trust can be said to have only a contingent economic interest in the securities of the Issuer held by such DC Trust because the non-beneficiary trustee thereof has the sole discretion to distribute or accumulate the income from each DC Trust and the sole discretion to distribute the principal of each DC Trust to the beneficiary of such DC Trust. John A. MacPherson is the sole trustee of CFD Trust No. 1, CFD Trust No. 2, CFD Trust No. 3, CFD Trust No. 4, CFD Trust No. 5, and CFD Trust No. 6 (collectively, the "CFD Children's Trusts"). As of March 19, 2004, the CFD Children's Trusts beneficially owned an aggregate of 10,380,845 shares of Class B Common Stock. Mr. MacPherson does not have an economic interest in any such shares, but, as trustee of the CFD Children's Trusts, has the power to vote and dispose of such shares. Under certain rules of the Securities and Exchange Commission, so long as he retains such powers, he may be deemed to have beneficial ownership thereof for purposes of Schedule 13D reporting. For each of the CFD Children's Trusts, distributions of income and principal can be made in the Trustee's discretion to the child of Charles F. Dolan and Helen A. Dolan who is the current beneficiary of the respective CFD Children's Trust (the "Current CFD Beneficiary"). The Current CFD Beneficiary has a power during his or her life to appoint all or part of the relevant CFD Children's Trust to or for the benefit of one or more of the Current CFD Beneficiary's descendants. Upon the death of the Current CFD Beneficiary, the relevant CFD Children's Trust, if not previously terminated, will pass as appointed by the Current CFD Beneficiary to or for the benefit of one or more of the Current CFD Beneficiary's descendants. Any unappointed portion of such Trust will pass, in further trust, per stirpes to the Current CFD Beneficiary's then living descendants, or if none, per stirpes to the then living descendants of Charles F. Dolan, or if none, among the heirs-at-law of Charles F. Dolan. The following table lists the CFD Children's Trusts and the name of its beneficiary or description of the beneficiary class with respect to each such trust.
Name of Trust Beneficiary ------------- ----------- CFD Trust No. 1 James L. Dolan and descendants CFD Trust No. 2 Patrick F. Dolan and descendants CFD Trust No. 3 Thomas C. Dolan and descendants CFD Trust No. 4 Kathleen M. Dolan and descendants CFD Trust No. 5 Marianne Dolan Weber and descendants CFD Trust No. 6 Deborah A. Dolan-Sweeney and descendants
Page 35 of 39 Paul J. Dolan is the sole trustee of CFD Trust #10. As of March 19, 2004, CFD Trust #10 owned 14,259 shares of Class A Common Stock and 596,423 shares of Class B Common Stock. Paul J. Dolan does not have an economic interest in any such shares, but, as the trustee of CFD Trust #10, does have the power to vote and dispose of such shares. Under certain rules of the Securities and Exchange Commission, so long as he retains such powers, he may be deemed to have beneficial ownership thereof for purposes of Schedule 13D reporting. Distributions of income and principal of CFD Trust #10 can be made in the trustee's discretion to Marie Atwood, the current beneficiary, who is the sister of Helen A. Dolan. Marie Atwood has a power during her life to appoint all or part of CFD Trust #10 to or for the benefit of one or more of her descendants. Upon the death of Marie Atwood, the trust, if not previously terminated, will pass as appointed by Marie Atwood to or for the benefit of one or more of her descendants. Any unappointed portion of the trust will pass, in further trust, per stirpes to Marie Atwood's then living descendants, or if none, among Marie Atwood's heirs-at-law. Marie Atwood's spouse, if he survives her, has a power during his life and upon his death to appoint all or part of any such continuing trust(s) to or for the benefit of one or more of Marie Atwood's descendants. James L. Dolan is the sole trustee of the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Marissa Waller 1989 Trust, and Patrick F. Dolan is the sole trustee of the Tara Dolan 1989 Trust (collectively, the "DC Grandchildren Trusts"). As of March 19, 2004, the DC Grandchildren Trusts beneficially owned an aggregate of 242,508 shares of Class B Common Stock. Until the respective beneficiary attains age 21, the income of the relevant DC Grandchildren Trust may be distributed to or for the benefit of such beneficiary as the trustee's discretion determines. Any net income not so distributed is to be accumulated and added to the principal of the relevant DC Grandchildren Trust. From and after the respective beneficiary attaining age 21, all of the net income of the relevant DC Grandchildren Trust is to be distributed to such beneficiary. In addition, during the continuance of relevant DC Grandchildren Trust, the trustee in the trustee's discretion may distribute the principal of the relevant DC Grandchildren Trust to or for the benefit of the respective beneficiary. Upon the respective beneficiary attaining age 40, the relevant DC Grandchildren Trust for the respective beneficiary terminates and is to be distributed to such beneficiary. If the respective beneficiary dies before attaining age 40, such beneficiary has a testamentary general power of appointment over the relevant DC Grandchildren Trust. In default of the exercise of such power of appointment, the relevant DC Grandchildren Trust will be distributed to the respective beneficiary's then-living issue, per stirpes, or if none, to Charles F. Dolan's then-living issue, per stirpes. Marissa Waller has attained the age of 21 and has an economic interest in the Issuer's shares held by her respective trust. Beneficiaries of each of the other DC Grandchildren Trusts can be said to have only a contingent economic interest in the securities of the Issuer, because such beneficiaries have not attained the age of 21. The following table lists the DC Grandchildren Trusts and the name of its beneficiary or description of the beneficiary class with respect to each such trust.
Name of Trust Beneficiary ------------- ----------- Charles Dolan 1989 Trust Charles P. Dolan and descendants Ryan Dolan 1989 Trust Ryan Dolan and descendants Marissa Waller 1989 Trust Marissa Waller and descendants Tara Dolan 1989 Trust Tara Dolan and descendants
Each of Helen A. Dolan and Lawrence J. Dolan (each, a "2001 Trustee" and together, the "2001 Trustees") is currently a trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"). As of March 19, 2004, the 2001 Trust owned 5,945,196 shares of Class B Common Stock. The property held in Page 36 of 39 the trust is divided into equal portions, each held in separate sub-trust, such that at all times there is one sub-trust in respect of each then living child of Charles F. Dolan. The beneficiary of each sub-trust is the child for whom the sub-trust was set apart, the descendants of such child, and Helen A. Dolan (each, a "Beneficiary" and, together, "the Beneficiaries"). As a 2001 Trustee, Lawrence J. Dolan has the shared power to vote and dispose of all shares held by the 2001 Trust. Helen A. Dolan, as a 2001 Trustee, shares the power to vote and dispose of all shares held by the 2001 Trust. Under certain rules of the Securities and Exchange Commission, so long as Lawrence J. Dolan and Helen A. Dolan retain such powers, each may be deemed to have beneficial ownership thereof for purposes of Schedule 13D reporting. During the lives of Charles F. Dolan and Helen A. Dolan, distributions of income and principal of any sub-trust can be made in the non-Beneficiary trustee's discretion to any of the Beneficiaries of such sub-trust. Upon the death of the survivor of Charles F. Dolan and Helen A. Dolan, the trustee shall distribute any remaining trust principal to the child for whom such sub-trust was set apart or if such child is not then living, to such child's then living descendants, per stirpes. If there are no such living descendants, then the trustee shall distribute any remaining trust principal to the Dolan Family Foundation or any successor thereto or, if it is not then in existence, then to a charitable organization. Each Beneficiary has a right of withdrawal with respect to certain contributions made to his or her respective sub-trust that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code, and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift (i) 30 days following Charles F. Dolan's death, (ii) on the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) on the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, the Beneficiaries may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to the 2001 Trust. Currently, no portion of trust assets may be withdrawn by any Beneficiary pursuant to the right of withdrawal. Except to the extent of the right of withdrawal, Beneficiaries of the 2001 Trust have only a contingent economic interest in the securities of the Issuer held by the 2001 Trust because the non-Beneficiary trustee thereof has the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2001 Trust to the Beneficiaries. Page 37 of 39 EX-99.B 4 y94884exv99wb.txt JOINT FILING AGREEMENT Exhibit B JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them. Date: March 19, 2004 CHARLES F. DOLAN By: * --------------------------------------------- HELEN A. DOLAN, individually and as a trustee of the Charles F. Dolan 2001 Family Trust By: * --------------------------------------------- JAMES L. DOLAN, individually and as a Trustee of the D.C. James Trust and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust and the Ryan Dolan 1989 Trust By: /s/ James L. Dolan --------------------------------------------- THOMAS C. DOLAN, individually and as a Trustee of the D.C. Thomas Trust By: /s/ Thomas C. Dolan --------------------------------------------- PATRICK F. DOLAN, individually and as a Trustee of the D.C. Patrick Trust and as Trustee of the Tara Dolan 1989 Trust By: * --------------------------------------------- KATHLEEN M. DOLAN, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Kathleen Trust By: * --------------------------------------------- MARIANNE DOLAN WEBER, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Marianne Trust By: * --------------------------------------------- Page 38 of 39 DEBORAH A. DOLAN-SWEENEY, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Deborah Trust By: * --------------------------------------------- LAWRENCE J. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust By: * --------------------------------------------- PAUL J. DOLAN, as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Kathleen Trust, and the D.C. James Trust, and as Trustee of the CFD Trust #10 By: * --------------------------------------------- MATTHEW J. DOLAN, as a Trustee of the D.C. Marianne Trust and the D.C. Thomas Trust By: * --------------------------------------------- MARY S. DOLAN, as a Trustee of the D.C. Deborah Trust and the D.C. Patrick Trust By: * --------------------------------------------- JOHN A. MACPHERSON, as Trustee of the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 By: * --------------------------------------------- DOLAN FAMILY LLC By: * --------------------------------------------- * By: /s/ William A. Frewin, Jr. ----------------------------- As Attorney-in-Fact Page 39 of 39 EX-99.C 5 y94884exv99wc.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Charles F. Dolan ------------------------------------- Charles F. Dolan 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned,in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3,4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Helen A. Dolan ------------------ Helen A. Dolan POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Patrick F. Dolan ---------------------------------- Patrick F. Dolan 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Kathleen M. Dolan -------------------------------- Kathleen M. Dolan 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Marianne Dolan Weber ------------------------------------- Marianne Dolan Weber 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Deborah A. Dolan-Sweeney ------------------------------------- Deborah A. Dolan-Sweeney 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Lawrence J. Dolan ------------------------------------- Lawrence J. Dolan 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Paul J. Dolan ------------------------------------- Paul J. Dolan 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Matthew J. Dolan ------------------------------------- Matthew J. Dolan 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ Mary S. Dolan ------------------------------------- Mary S. Dolan 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. /s/ John A. MacPherson ------------------------------------- John A. MacPherson 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a beneficial owner of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule") and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms or Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of March, 2004. DOLAN FAMILY LLC By: /s/ Edward C. Atwood -------------------------------- Edward C. Atwood, Manager 2 EX-99.1 6 y94884exv99w1.txt STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT Stockholders Agreement (the "Agreement"), dated as of March 19, 2004, by and among each of the holders of Cablevision NY Group Class B common stock ("Class B Common Stock") of Cablevision Systems Corporation, a Delaware corporation ("Cablevision"), listed on Schedule A, annexed hereto (each, a "Class B Stockholder", and collectively, the "Class B Stockholders"). W I T N E S S E T H: WHEREAS, each of the Class B Stockholders is currently the record owner of shares of Class B Common Stock of Cablevision, in the amounts set forth next to the stockholder's name on Schedule A hereto; WHEREAS, the shares of Class B Common Stock owned by most of the individual Class B Stockholders represent only a small portion of the voting power of all of the outstanding common stock of Cablevision, but, collectively, the shares of Class B Common Stock owned by all the Class B Stockholders represent a significant portion of such voting power; WHEREAS, each of the Class B Stockholders, each of the trustees (each individually, a "Trustee" and collectively, the "Trustees") of the Class B Stockholders which are trusts (each such trust, a "Class B Trust" and collectively, the "Class B Trusts"), each of the managers (each individually, a "Manager", and collectively, the "Managers") of any Class B Stockholders which are limited liability companies (each such company, a "Class B LLC" and collectively, the "Class B LLCs") and each of the Members (as defined below in Section 2) believes that it is in the best long-term interests of the Class B Stockholders and the beneficiaries of the Class B Trusts to consolidate and unify the voting, management and control power represented by such shares of Class B Common Stock, to qualify Cablevision as a "controlled company" under the listing standards of the New York Stock Exchange and to ensure the continued control of Cablevision by the family of Charles F. Dolan; WHEREAS, each of the agreements establishing the respective Class B Trusts provides, in part, that the Trustee or Trustees of each of such Class B Trusts may enter into this Agreement on behalf of such Class B Trusts, and each such Trustee or Trustees has been duly authorized, on behalf of such Class B Trusts, to enter into, execute and deliver this Agreement and perform all of the obligations contained herein, including, without limitation, those provisions with respect to the voting of shares of Class B Common Stock; WHEREAS, the Manager or Managers of each of the respective Class B LLCs has or have been duly authorized, on behalf of such Class B LLCs, to enter into, execute and deliver this Agreement and perform all of the obligations contained herein, including, without limitation, those provisions with respect to the voting of shares of Class B Common Stock; WHEREAS, at a meeting of the Board (as defined in Section 1.1(a)) held on March 8, 2004, the Board approved this Agreement and the entering into this Agreement by each of the Class B Stockholders; and WHEREAS, to provide for the consolidated and unified control over the shares of Class B Common Stock now owned or hereinafter acquired by the respective Class B Stockholders, to qualify Cablevision as a "controlled company" under the listing standards of the New York Stock Exchange and to ensure the continued control of Cablevision by the family of Charles F. Dolan, the Class B Stockholders desire to enter into this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual promises and agreements contained herein, the Class B Stockholders and the Members, agree as follows: Section 1. Voting Arrangements. 1.1. Each Class B Stockholder shall vote all of the respective shares of Class B Common Stock over which such Class B Stockholder has voting control and shall take all other necessary or desirable actions within such respective Class B Stockholder's control (including in his or her capacity as a stockholder, trustee or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and/or execution of written consents in lieu of meetings) to vote all such shares of Class B Common Stock so that: (a) any persons designated to be nominees for election to the Board of Directors of Cablevision (the "Board") as "Class B Directors" by (i) the Class B Majority (as defined in Section 1.3 below) until the death or permanent incapacity of both Charles F. Dolan and Helen A. Dolan, and (ii) thereafter, the Dolan Children Committee (as defined in Section 2 below), in accordance with the provisions of Section 3 below (any such nominee, a "Dolan Nominee"), shall be nominated for election to the Board by the Class B Stockholders and shall be elected to the Board, and, in the event that any such director elected by the Class B Stockholders for any reason ceases to serve as a member of the Board of Directors during his or her term of office, another Dolan Nominee, who shall be designated as provided above, shall be nominated and elected to fill the vacant directorship by the Class B Stockholders; and (b) any vote in which the Class B Stockholders are entitled to vote in connection with a Change in Control of Cablevision shall be in accordance with the directions of (i) the Class B Majority until the death or permanent incapacity of both Charles F. Dolan and Helen A. Dolan, and (ii) thereafter, the Dolan Children Committee, in accordance with the provisions of Section 3 below. For the purposes of this Agreement, a Change in Control shall mean (x) any reorganization, consolidation, merger, readjustment or other transaction that results in the Class B Stockholders ceasing to have the power to elect a majority of directors of the Board or the board of directors or other governing body of any entity surviving such transaction or, if such entity is a subsidiary of another entity, of such controlling entity, as the case may be, or (y) any sale of all or substantially all of the assets of Cablevision to any entity with respect to which the Class B Stockholders do not possess the ability to elect a majority of the board of directors or other governing body of such entity. 1.2. In order to secure each Class B Stockholder's obligation to vote his or her shares of Class B Common Stock in accordance with the provisions of Section 1.1, each Class B Stockholder hereby appoints such person, as shall be designated in connection with each vote pursuant to Section 1.1 by the Class B Majority or the Dolan Children Committee, in accordance with the provisions of Section 3 below, as the case may be (such person, the "Applicable Proxy"), as his or her true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Class B Stockholder's shares of Class B Common Stock for the election of directors and/or all such other matters as expressly provided for in Section 1.1. The Applicable Proxy may exercise the irrevocable proxy granted to it hereunder at any time any Class B Stockholder fails to comply with the provisions of Section 1.1. The proxies and powers granted by each Class B Stockholder pursuant to this Section 1.2 are coupled with an interest and are given to secure the performance of the obligations under this Agreement. Such proxies and powers will be irrevocable until the termination of this Agreement and will survive the death, incompetency and disability of each Class B Stockholder. It is understood and agreed that the Applicable Proxy will not use such irrevocable proxy unless a Class B Stockholder fails to comply with Section 1.1 and that, to the extent the Applicable Proxy uses such irrevocable proxy, it will only vote such shares of Class B Common Stock with respect to the matters specified in, and in accordance with the provisions of, Section 1.1. 1.3. For purposes of this Agreement, the term "Class B Majority" shall mean a majority of the shares of Class B Common Stock voted at a meeting of the Class B Stockholders; provided that (i) at least a majority of the then outstanding shares of Class B Common Stock is represented at such meeting (including by proxy), (ii) all Class B Stockholders have been duly notified, or have waived notice, of such meeting in accordance with the provisions set forth in Section 4.2 (in analogous application thereof), (iii) such meeting may be attended telephonically or by other means by virtue of which all persons participating in the meeting can hear each other and (iv) notwithstanding the foregoing, any action required or permitted to be taken at any meeting of the Class B Stockholders may be taken without a meeting if holders representing a majority of the then outstanding Class B Common Stock consent thereto in writing, the other Class B Stockholders are promptly notified of such written consent and such written consent is filed with the minutes of proceedings of the Class B Stockholders. Section 2. The Dolan Children Committee. 2.1. The Class B Stockholders hereby create a committee to exercise, to the extent and in the manner provided herein, certain voting, management and control powers over the Class B Common Stock (the "Dolan Children Committee"), which shall consist of six members (each individually, a "Member", and collectively, the "Members"). 2.2. The Class B Stockholders hereby designate Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne Dolan Weber, Patrick F. Dolan, Thomas C. Dolan and James L. Dolan as the initial Members, each of whom hereby accepts such designation and hereby agrees to act as an initial Member hereunder. 2.3. Each Member shall have the power to designate, by an instrument in writing, a person or a series of persons to act as his or her successor or consecutive successors as such a Member; provided that no designation by any Member shall be inconsistent with designations made by a former Member who is a predecessor of such Member. Such power shall include, without limitation, the power to designate a temporary successor Member pending a descendant of such designating Member having attained the age of 21. Subject to a Member's right to replace any such successor pursuant to the last sentence of this Section 2.3, any such instrument of designation shall become effective according to its terms and shall be revocable at any time prior to the qualification of the designee. In the event that there shall be more than one instrument executed by the same person designating a successor, then the instrument that shall bear the most recent date and shall be unrevoked shall govern. Each former Member shall have the power, until his or her death or permanent incapacity, to replace any successor Member of such Member (including, without limitation, a temporary successor Member) by designating, in accordance with this Section 2.3, another person as his or her successor Member. 2.4. Any Member acting hereunder may resign at any time and for any reason by a written notice delivered to the other Members, to any former Member that is a predecessor of such Member and to the designated successor Member of such Member, if any. 2.5. In the event of the death, resignation or other failure to act of a Member, or in the event of a court appointing a conservator, committee or guardian for such Member, and in the event that any such vacancy shall not be filled pursuant to the exercise of such Member's, or one of such Member's predecessor's, power to designate his or her successor, then the successor to such Member shall be as follows: (a) If such Member shall be either one of the initial Members named herein or a descendant of one of such initial Members, then the successor to such Member shall be such Member's oldest living descendant willing to serve on the Dolan Children Committee; provided, however, that such descendant shall then have attained the age of 21 years. (b) If no successor to such Member shall have been appointed pursuant to the provisions of the preceding paragraph, then the successor Member shall be such person as shall be designated, in writing, by a majority of the then acting Members; provided, however, that any successor designated pursuant to this Section 2.5(b) shall promptly be replaced by a descendant of the Member that preceded such successor upon such descendant attaining the age of 21, if so provided by such predecessor Member in a written instrument. 2.6. If any initial Member or the successor to any such Member is no longer deemed to own any shares of Class B Common Stock, as determined in accordance with the proviso to Section 3.4 of this Agreement, then such Member shall cease to be a Member and thereafter the Dolan Children Committee shall consist of the remaining Members. 2.7. Notwithstanding any other provision of this Section 2, at no time shall a person be a Member who is also a grantor of one or more of the Class B Trusts. Section 3. Powers of the Dolan Children Committee. 3.1. Pursuant to the provisions of Section 1 of this Agreement, the Dolan Children Committee, acting by Dolan Children Committee Majority (as defined in Section 3.4), shall have the power, at such time specified in Section 1 of this Agreement, to direct how the Class B Stockholders shall vote their shares as a group with respect to all such matters provided for in Section 1 of this Agreement, and the Class B Stockholders hereby agree, as provided in Section 1.1 of this Agreement, to promptly carry out such directions with respect to the respective shares of Class B Common Stock owned by the Class B Stockholders over which such Class B Stockholders have voting control. 3.2. The Dolan Children Committee, acting by Dolan Children Committee Majority, shall also have the power: (a) To appoint an Applicable Proxy at such time as is specified in Section 1 of this Agreement; (b) To bring, maintain and defend suits, whether in law or in equity, and to settle, compromise, agree to arbitrate and be bound thereby, and to take any action believed by the Dolan Children Committee to be necessary or advisable to exercise the powers and duties of the Dolan Children Committee under this Agreement; and (c) To employ and pay reasonable compensation to such agents, advisors, accountants, attorneys and investment counsel as may be necessary or desirable in carrying out the duties and powers of the Dolan Children Committee. 3.3. Any exercise of the Dolan Children Committee's powers under this Section 3 shall, to the extent possible, be pro rata among the Class B Stockholders in proportion to the respective Class B Stockholder's ownership of the Class B Common Stock to which such action relates, taking into consideration any obligations of the respective Class B Stockholders to third parties, including a prior pledge, that would cause a Class B Stockholder to be in default or in violation of its obligation to such third party if it were to carry out such action. 3.4. For purposes of this Agreement, the term "Dolan Children Committee Majority" shall mean a majority of the shares of Class B Common Stock then owned by the Members and, without duplication, their respective predecessor Members, if any (each, a "Predecessor Member"); provided that, for purposes of determining the Dolan Children Committee Majority, each Member or Predecessor Member (each, an "Applicable Person") shall be deemed to own shares of Class B Common Stock that are owned by such Applicable Person (a) directly, in the name of such Applicable Person, (b) indirectly, through the Class B Trusts listed on Schedule C hereto (each such Class B Trust, a "Member Trust"), in each case to the extent that such Applicable Person or his or her descendants or stepchildren are income beneficiaries of any such Member Trust or would be entitled to receive current income if current income were to be distributed by any such Member Trust, (c) indirectly, through any successor trust to any Member Trust or any new trust established after the date hereof, in each case to the extent that such Applicable Person or his or her descendants or stepchildren are income beneficiaries of any such trust or would be entitled to receive current income if current income were to be distributed by any such trust, and (d) indirectly, through such Applicable Person's or his or her descendants' or stepchildren's attributable interest in any legal entity, including, but not limited to, partnerships, limited liability companies, limited partnerships, corporations or joint ventures, formed after the date hereof, which owns shares of Class B Common Stock that were contributed to such entity, directly or indirectly, by such Applicable Person or any of the entities referenced in clause (b) or (c) above. As of the date hereof, each initial Member shall be deemed to own shares of Class B Common Stock in the amounts set forth next to such initial Member's name on Schedule C hereto. Section 4. Meetings of the Dolan Children Committee. 4.1. Meetings of the Dolan Children Committee shall be held at the time and place as shall from time to time be determined by Dolan Children Committee Majority. After there has been such determination and notice thereof has been given to each Member in accordance with the provisions of this Section 4, no further notice shall be required. 4.2. Notice of any meeting of the Dolan Children Committee shall be deemed to be duly given to a Member (i) if mailed to such Member at least 10 days before the day on which such meeting is to be held, or (ii) if sent to such Member by facsimile or electronic mail not later than three days before the day on which such meeting is to be held, or (iii) if delivered to the Member personally or orally, by telephone or otherwise, not later than two days before the day on which such meeting is to be held. Notice of any meeting of the Dolan Children Committee need not be given to any Member if waived by the Member in writing, whether before or after the holding of such meeting, or if such Member is present at such meeting. Any meeting of the Dolan Children Committee shall be a legal meeting without any notice thereof having been given if each Member then in office either is present at such meeting or has waived notice of such meeting. A special meeting of the Dolan Children Committee may be called by any two Members, by giving notice thereof to the other Members in accordance with the provisions of this Section 4. 4.3. At all meetings of the Dolan Children Committee, the presence of a Dolan Children Committee Majority, whether in person or by proxy, shall constitute a quorum for the transaction of business. Except as otherwise expressly provided for in this Agreement, any act of the Dolan Children Committee shall be taken by Dolan Children Committee Majority. 4.4. A Member may authorize another person or persons to act for him or her (including to attend and vote at a meeting of the Dolan Children Committee or to consent or dissent to an action of the Dolan Children Committee without a meeting) by proxy. Every such proxy must be in writing and signed by the Member. Every such proxy shall be revocable at the pleasure of the Member executing it. 4.5. A majority of the Members present, whether or not a quorum is present, may adjourn any meeting of the Dolan Children Committee to another time or place. No notice need be given of any adjournment meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 4.2 above shall be given to each Member. 4.6. Any action required or permitted to be taken at any meeting of the Dolan Children Committee may be taken without a meeting if all Members consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Dolan Children Committee. 4.7. To the extent consistent with the provisions of this Agreement, the Dolan Children Committee may adopt such rules and regulations for the conduct of meetings of the Dolan Children Committee. 4.8. Members may participate in a meeting of the Dolan Children Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. 4.9. Notice shall be sent to all Members and Class B Stockholders, to the addresses set forth in Schedule B (or to such other address as the party entitled to such notice shall hereafter designate), of any action taken pursuant to a vote of the Dolan Children Committee, whether such action is taken at a meeting or by action by written consent. Section 5. Power of Sale. 5.1. Subject to the provisions of the Registration Rights Agreement, dated as of January 27, 1986, between Cablevision and Cablevision Systems Company (as it may be amended, supplemented or replaced, the "CSC Registration Rights Agreement"), and any applicable federal or state securities laws, each of the Class B Stockholders shall have the power, with respect to all or a portion of the shares of Class B Common Stock owned by such Class B Stockholder, either individually or grouped with other Class B Stockholders, (i) to sell, transfer, assign, pledge, encumber or otherwise dispose of any such shares of Class B Common Stock, and (ii) to exercise or refrain from exercising, or to sell any conversion privilege, warrant, option or subscription right, with respect to such shares of Class B Common Stock; provided, that, if any such disposition is in connection with a Change in Control, such disposition will be subject to the voting provisions of Section 1 of this Agreement. Section 6. Compensation; Expenses; Liability; Indemnification. 6.1. No Class B Stockholder or Member shall be entitled to compensation for acting hereunder. 6.2. The expenses of the Dolan Children Committee shall be paid by the Member Trusts in proportion to the respective Member Trust's ownership of Class B Common Stock at the time such expense was incurred or in such other manner as determined by Dolan Children Committee Majority. 6.3. No Class B Stockholder or Member at any time acting under this Agreement shall be liable for any loss, liability, expense or damage to any of the Class B Stockholders, Members or beneficiaries of the Class B Trusts occasioned by such Class B Stockholder or Member's acts or omissions in good faith in carrying out his or her duties under this Agreement (including acts or omissions in reliance on opinion of counsel), and in any event a Class B Stockholder or Member shall be liable only for his or her willful default, wrongdoing or gross negligence, but not for honest errors of judgment. 6.4. A Class B Stockholder or Member shall be entitled to be indemnified by the Class B Stockholders for any liabilities resulting from, or arising in connection with, such Class B Stockholder's or Member's entering into this Agreement and/or the performance of his or her obligations in accordance with the terms of this Agreement. Any such indemnification shall be made by the Class B Stockholders in proportion to the respective Class B Stockholders' ownership of Class B Common Stock determined as of the time of the event for which such indemnification is being sought. 6.5. Each adult beneficiary of a Class B Trust hereby agrees to release each Trustee of such Class B Trust from any claim that may, now or in the future, arise from, or in connection with, such Trustee's entering into this Agreement and/or the performance of his or her obligations in accordance with the terms of this Agreement, and each such Trustee of a Class B Trust shall be entitled to be indemnified by the adult beneficiaries of such Class B Trusts, jointly and severally, for any liabilities resulting from, or arising in connection with, such Trustee's entering into this Agreement and/or the performance of his or her obligations in accordance with the terms of this Agreement. Section 7. Amendment. 7.1. The provisions of this Agreement may be amended by a written instrument signed by the Class B Stockholders who then have voting control over two-thirds of the total outstanding shares of Class B Common Stock; provided that the provisions of Section 4 of this Agreement may be amended by a written instrument signed by Class B Stockholders representing a Dolan Children Committee Majority. Section 8. Ability to Opt Out. 8.1. Any Class B Stockholder may opt out of this Agreement at any time and for any reason by (i) the delivery of a written notice to the other Class B Stockholders stating its election to do so, and (ii) subject to the terms and conditions of the CSC Registration Rights Agreement and the Amended and Restated Certificate of Incorporation of Cablevision, the conversion of each share of Class B Common Stock owned by such Class B Stockholder into one share of Cablevision NY Group Class A common stock of Cablevision (the "Class A Common Stock," and such Class B Stockholder, following such delivery and conversion, a "Former Class B Stockholder"). Section 9. Termination. 9.1. Unless sooner terminated by a written instrument signed by the Class B Stockholders who then have voting control over two-thirds of the total outstanding shares of Class B Common Stock and, following the death or permanent incapacity of both Charles F. Dolan and Helen A. Dolan, by Members of the Dolan Children Committee who (or, without duplication, whose respective Predecessor Members) then are deemed to own, in the manner described in the proviso to Section 3.4 of this Agreement, two-thirds of the total outstanding shares of Class B Common Stock then deemed to be owned in such manner by all Members of the Dolan Children Committee (or, without duplication, their respective Predecessor Members), this Agreement shall terminate upon the earlier of (i) the number of Class B Stockholders governed by this Agreement ceasing to be at least two in number, or (ii) the aggregate number of outstanding shares of Class B Common Stock ceasing to constitute at least 30% of the total voting power of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock of Cablevision. Section 10. Enforceability; Remedies. 10.1. The Class B Common Stock governed by this Agreement cannot be purchased in the open market and represents a significant portion of the voting control of Cablevision. For those reasons, among others, the parties hereto and the beneficiaries of the respective Class B Stockholders will be irreparably damaged in the event that this Agreement is not specifically enforced. Should any dispute arise as to any vote of any such Class B Common Stock or any other action under this Agreement, an injunction may be issued restraining any such vote or other action pending the determination of such controversy, and in the event a Class B Stockholder fails to follow directions as provided for herein, such Class B Stockholder's obligation to follow such direction shall be enforceable in a court of equity by a decree of specific performance. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedy any of the parties hereto may have. Section 11. Jurisdiction and Venue. 11.1. Each party to this Agreement hereby agrees that any action, suit or proceeding arising out of or relating to this Agreement (an "Action") will be commenced in the United States District Court for the Southern District of New York or in any court of the State of New York located in such District. Each party to this Agreement hereby irrevocably consents to the jurisdiction and venue of the United States District Court for the Southern District of New York and of any court of the State of New York located in such District in connection with any Action. Section 12. Endorsement of Cablevision Class B Share Certificates. 12.1. As soon as possible after the execution of this Agreement, the Class B Stockholders shall endorse on the face of the certificates representing the Class B Common Stock, now owned or hereinafter acquired by the Class B Stockholders, a legend reading substantially as follows: "The voting of the shares represented by this Certificate is restricted by, and subject to the terms and conditions of, a Stockholders Agreement, dated as of March 19, 2004, a copy of which is on file at the offices of the Company and will be furnished without charge to the holder of such shares upon written request." Section 13. New DBS Stockholders Agreement. 13.1. Pursuant to the anticipated spin-off of Cablevision's satellite service as a new entity ("Rainbow DBS"), the Class B Stockholders will become holders of the Class B common stock of Rainbow DBS or equivalent capital stock of Rainbow DBS (either of such stock, the "DBS Stock") and, as such, intend to enter into an agreement identical to this Agreement with respect to provisions contained therein, including, but not limited to, the provisions with respect to the voting of shares of the DBS Stock. Section 14. Notices. 14.1. Any notice required or desired to be delivered hereunder shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, return receipt requested, (iii) by facsimile or electronic mail, (iv) effective upon dispatch, and (v) addressed as designated on Schedule B hereto (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof), with a copy to: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Richard D. Bohm Facsimile: (212) 909-6836 E-mail: rdbohm@debevoise.com Section 15. Construction. 15.1. Except as otherwise provided herein, the provisions of this Agreement shall apply to any successor Class B Stockholder who becomes a party to this Agreement in accordance with Section 15.5 of this Agreement or any successor Member, as if such successor were the original Class B Stockholder or initial Member named herein. All of the provisions of this Agreement shall apply to all shares of Class B Common Stock now owned or hereinafter acquired by the Class B Stockholders. Except as may be provided herein, nothing hereunder shall be deemed to constitute any person a third party beneficiary of this Agreement. 15.2. Whenever necessary or appropriate, the use herein of any gender shall be deemed to include the other gender and the use herein of either the singular or the plural shall be deemed to include the other. 15.3. The headings and titles herein are for convenience of reference only and are to be ignored in any construction of the provisions hereof. 15.4. This Agreement shall be governed and construed according to the laws of the State of New York, without regard to its rules for conflicts of laws. 15.5. This Agreement shall be binding on the parties hereto and their respective heirs, executors, administrators, successors and assigns. Without limiting the generality of the preceding sentence, this Agreement shall be binding on (i) any "Descendant's Trust" (as that term is defined in the agreements establishing the respective Class B Trusts) or any similar continuing trust, whether created through the exercise of a power of appointment or otherwise, and whether created during the life of or following the death of one or more of the persons presently eligible to receive income from the respective Class B Trusts and (ii) any individual person or entity that hereinafter acquires any shares of Class B Common Stock; provided that, as a condition to such transfer, any such person or entity shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and form to the Class B Stockholders who then have voting control over two-thirds of the total outstanding shares of Class B Common Stock. 15.6. Nothing in this Agreement shall be deemed to modify or otherwise affect any rights of Cablevision or any of its subsidiaries under any agreement to which it and any Class B Stockholder or Class B Stockholders are parties. 15.7. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together can constitute one and the same instrument. IN WITNESS WHEREOF this Agreement has been executed by each of the parties hereto, and shall be effective as of the date first above written. /s/ Charles F. Dolan ----------------------------------------- CHARLES F. DOLAN, individually Dated as of: March 19, 2004 DOLAN FAMILY LLC By: /s/ Edward C. Atwood ----------------------------------------- Name: Edward C. Atwood Title: Manager Dated as of: March 19, 2004 /s/ Kathleen M. Dolan ----------------------------------------- KATHLEEN M. DOLAN, individually, and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust and the Dolan Progeny Trust, and the D.C. Kathleen Trust Dated as of: March 19, 2004 /s/ Deborah A. Dolan-Sweeney ----------------------------------------- DEBORAH A. DOLAN-SWEENEY, individually, and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust and the Dolan Progeny Trust, and the D.C. Deborah Trust Dated as of: March 19, 2004 /s/ Marianne Dolan Weber ----------------------------------------- MARIANNE DOLAN WEBER, individually, and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust and the Dolan Progeny Trust, and the D.C. Marianne Trust Dated as of: March 19, 2004 /s/ Patrick F. Dolan ----------------------------------------- PATRICK F. DOLAN, individually, and as a Trustee of the D.C. Patrick Trust and as Trustee of the Tara Dolan 1989 Trust Dated as of: March 19, 2004 /s/ Thomas C. Dolan ----------------------------------------- THOMAS C. DOLAN, individually, and as a Trustee of the D.C. Thomas Trust Dated as of: March 19, 2004 /s/ James L. Dolan ----------------------------------------- JAMES L. DOLAN, individually, and as a Trustee of the D.C. James Trust and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust and the Ryan Dolan 1989 Trust Dated as of: March 19, 2004 /s/ Paul J. Dolan ----------------------------------------- PAUL J. DOLAN, not individually, but solely as a Trustee of Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the D.C. Kathleen Trust, the D.C. James Trust, and as Trustee of the CFD Trust # 10 Dated as of: March 19, 2004 /s/ Mary S. Dolan ----------------------------------------- MARY S. DOLAN, not individually, but solely as a Trustee of the D.C. Deborah Trust and the D.C. Patrick Trust Dated as of: March 19, 2004 /s/ Matthew J. Dolan ----------------------------------------- MATTHEW J. DOLAN, not individually, but solely as a Trustee of the D.C. Marianne Trust and the D.C. Thomas Trust Dated as of: March 19, 2004 /s/ John A. MacPherson ----------------------------------------- JOHN A. MACPHERSON, not individually, but solely as Trustee of the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 Dated as of: March 19, 2004 /s/ Lawrence J. Dolan ----------------------------------------- LAWRENCE J. DOLAN, not individually, but solely as a Trustee of the Charles F.Dolan 2001 Family Trust Dated as of: March 19, 2004 /s/ Helen A. Dolan ----------------------------------------- HELEN A. DOLAN, individually, and as a Trustee of the Charles F. Dolan 2001 Family Trust Dated as of: March 19, 2004 SCHEDULE A
STOCKHOLDER SHARES OF CLASS B COMMON STOCK - ----------- ------------------------------ Charles F. Dolan 30,491,398 Dolan Family LLC 7,977,325 Dolan Descendants Trust 37,493 Trustees: Kathleen M. Dolan Deborah A. Dolan-Sweeney Marianne Dolan Weber Paul J. Dolan Dolan Progeny Trust 19,145 Trustees: Kathleen M. Dolan Deborah A. Dolan-Sweeney Marianne Dolan Weber Paul J. Dolan Dolan Grandchildren Trust 26,325 Trustees: Kathleen M. Dolan Deborah A. Dolan-Sweeney Marianne Dolan Weber Paul J. Dolan Dolan Spouse Trust 3,637 Trustees: Kathleen M. Dolan Deborah A. Dolan-Sweeney Marianne Dolan Weber Paul J. Dolan D.C. Kathleen Trust 1,934,443 Trustees: Kathleen M. Dolan Paul J. Dolan D.C. Deborah Trust 1,934,443 Trustees: Deborah A. Dolan-Sweeney Mary S. Dolan
STOCKHOLDER SHARES OF CLASS B COMMON STOCK - ----------- ------------------------------ D.C. Marianne Trust 1,878,085 Trustees: Marianne Dolan Weber Matthew J. Dolan D.C. Patrick Trust 1,878,085 Trustees: Patrick F. Dolan Mary S. Dolan D.C. Thomas Trust 1,934,443 Trustees: Thomas C. Dolan Matthew J. Dolan D.C. James Trust 1,934,443 Trustees: James L. Dolan Paul J. Dolan CFD Trust No. 1 1,741,481 Trustee: John A. MacPherson CFD Trust No. 2 1,741,481 Trustee: John A. MacPherson CFD Trust No. 3 1,685,123 Trustee: John A. MacPherson CFD Trust No. 4 1,665,978 Trustee: John A. MacPherson CFD Trust No. 5 1,773,391 Trustee: John A. MacPherson CFD Trust No. 6 1,773,391 Trustee: John A. MacPherson CFD Trust # 10 596,423 Trustee: Paul J. Dolan Tara Dolan 1989 Trust 60,627 Trustee: Patrick F. Dolan
STOCKHOLDER SHARES OF CLASS B COMMON STOCK - ----------- ------------------------------ Marissa Waller 1989 Trust 60,627 Trustee: James L. Dolan Charles Dolan 1989 Trust 60,627 Trustee: James L. Dolan Ryan Dolan 1989 Trust 60,627 Trustee: James L. Dolan Charles F. Dolan 2001 Family Trust 5,945,196 Trustees: Helen A. Dolan Lawrence J. Dolan
SCHEDULE B
CLASS B STOCKHOLDER ADDRESS FOR NOTICES - ------------------- ------------------- Charles F. Dolan 119 Cove Neck Road Oyster Bay, New York 11771 Dolan Family LLC c/o Dolan Family Office Dolan Descendants Trust 340 Crossways Park Drive Dolan Progeny Trust Woodbury, New York 11797 Dolan Grandchildren Trust Attention: William A. Frewin, Jr. Dolan Spouse Trust D.C. Kathleen Trust D.C. Deborah Trust D.C. Marianne Trust D.C. Patrick Trust D.C. Thomas Trust D.C. James Trust CFD Trust No. 1 CFD Trust No. 2 CFD Trust No. 3 CFD Trust No. 4 CFD Trust No. 5 CFD Trust No. 6 CFD Trust # 10 Tara Dolan 1989 Trust Marissa Waller 1989 Trust Charles Dolan 1989 Trust Ryan Dolan 1989 Trust Charles F. Dolan 2001 Family Trust
MEMBER ADDRESS FOR NOTICES - ------ ------------------- Kathleen M. Dolan 65 Central Street Woodstock, Vermont 05091 Deborah A. Dolan-Sweeney 59 Harbor Road Oyster Bay, New York 11771 Marianne Dolan Weber 33 Southard Avenue Rockville Centre, New York 11570 Patrick F. Dolan 4 Smugglers Lane Lloyd Harbor, New York 11743 Thomas C. Dolan c/o Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, NY 11714 James L. Dolan 125 Cove Neck Road Oyster Bay, New York 11771
SCHEDULE C
NUMBER OF SHARES OF CLASS B COMMON STOCK DEEMED TO BE OWNED OWNERSHIP CONFERRED MEMBER BY MEMBER THROUGH - ------ --------- ------- Kathleen M. Dolan 1,934,443 D.C. Kathleen Trust 1,741,481 CFD Trust No. 1 990,866 Charles F. Dolan 2001 Family Trust ------- ---------------------------------- 4,666,790 TOTAL Deborah A. Dolan-Sweeney 1,934,443 D.C. Deborah Trust 1,741,481 CFD Trust No. 2 990,866 Charles F. Dolan 2001 Family Trust ------- ---------------------------------- 4,666,790 TOTAL Marianne Dolan Weber 1,878,085 D.C. Marianne Trust 1,685,123 CFD Trust No. 3 990,866 Charles F. Dolan 2001 Family Trust ------- ---------------------------------- 4,554,074 TOTAL Patrick F. Dolan 1,878,085 D.C. Patrick Trust 1,665,978 CFD Trust No. 4 990,866 Charles F. Dolan 2001 Family Trust 60,627 Tara Dolan 1989 Trust ------ --------------------- 4,595,556 TOTAL Thomas C. Dolan 1,934,443 D.C. Thomas Trust 1,773,391 CFD Trust No. 5 990,866 Charles F. Dolan 2001 Family Trust ------- ---------------------------------- 4,698,700 TOTAL James L. Dolan 1,934,443 D.C. James Trust 1,773,391 CFD Trust No. 6 990,866 Charles F. Dolan 2001 Family Trust 60,627 Marissa Waller 1989 Trust 60,627 Charles Dolan 1989 Trust 60,627 Ryan Dolan 1989 Trust ------ --------------------- 4,880,581 TOTAL
EX-99.2 7 y94884exv99w2.txt REGISTRATION RIGHTS AGREEMENT Exhibit 2 - -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT BETWEEN CABLEVISION SYSTEMS CORPORATION AND CSC HOLDINGS COMPANY - -------------------------------------------------------------------------------- Exhibit 2 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement") dated as of January 27, 1986 between Cablevision Systems Corporation, a Delaware corporation (the "Company"), and CSC Holdings Company, a New York general partnership ("CSC Holdings"). WITNESSETH: WHEREAS, in connection with a reorganization involving the Company, Cablevision Company, a New York limited partnership, and Cablevision Program Services Company, a New York limited partnership, the Company desires to grant to CSC Holdings certain registration rights with respect to its holdings of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") acquired either prior to the initial public offering of the Class A Common Stock (the "Public Offering") or upon the conversion of its holdings of Class B Common Stock, par value $.01 per share, of the Company acquired prior to the Public Offering (the "Shares"); and WHEREAS, the parties hereto desire to set forth the terms and conditions of the Company's covenants and agreements in respect of the registration of the Shares with the Securities and Exchange Commission (the "Commission") and all applicable state securities agencies. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows: 1. Demand Registration by CSC Holdings and Dolan Family Affiliates of the Shares. (a) At any time or from time to time commencing 180 days following the effective date of the Public Offering of the Class A Common Stock, upon the request in writing (i) of CSC Holdings or (ii) if any of the Shares are distributed by CSC Holdings to Charles F. Dolan ("Dolan"), his spouse, any person related to Dolan by reason of being his ancestor or descendant (natural or adopted) or any person who is a trustee for, or is acting on behalf of, any of such persons (a "Dolan Family Affiliate"), of one or more Dolan Family Affiliates, the Company will file a registration statement on an appropriate form for the general registration of securities under the Securities Act of 1933, as amended (the "Securities Act"), and include therein such number of the Shares owned by CSC Holdings or such Dolan Family Affiliates, as the case may be, as CSC Holdings or such Dolan Family Affiliates, as the case may be, shall so request; provided, however, that (i) the Company shall not be required to file a registration statement pursuant to this Section 1 if the Shares requested to be so registered by CSC Holdings or such Dolan Family Affiliates, as the case may be, do not have an aggregate Market Price (as defined below) of at least $3,000,000 on the Trading Day (as defined below) immediately preceding, the date on which such request for registration is received by the Company and (ii) after the death of both Dolan and his spouse, CSC Holdings or the Dolan Family Affiliates, as the case may be, shall have the right on only one occasion to require the Company to file a registration statement pursuant to this Section 1. The Company will use its best efforts to ensure that each such registration statement filed pursuant hereto shall be declared effective by the Commission no later than sixty days following the receipt of such request for registration and to maintain the effectiveness of such registration statement until the distribution contemplated by CSC Holdings or the Dolan Family Affiliates, as the case may be, thereunder has been completed, provided, however, the Company shall not be required to maintain such effectiveness for more than six months if the Company is not at such time eligible to use Form S-3 or any successor form thereto. Anything in this Section 1 to the contrary notwithstanding, if the Company at the time of receipt of CSC Holdings or the Dolan Family Affiliates' request, as the case may be, for registration pursuant to this Section 1 has a bona fide intent and plan to file a registration statement (other than on Form S-8 or any successor form) covering a primary offering by the Company of common stock, or securities convertible into common stock, -3- the Company may delay the filing of the requested registration statement for a period ending the earlier of (i) sixty (60) days after the closing of such offering or (ii) one hundred twenty (120) days after receipt of CSC Holdings' or the Dolan Family Affiliates' request, as the case may be; and, provided, further, if the Company either abandons its plan to file such registration statement or does not file the same within sixty (60) days after receipt of CSC Holdings' or the Dolan Family Affiliates' request, as the case may be, the Company shall promptly thereafter file the registration statement requested by CSC Holdings or the Dolan Family Affiliates, as the case may be. 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. (b) For purposes of Sections 1 and 2: (i) "Market Price" of a share of Class A Common Stock for any Trading Day shall mean (x) the last reported sale price for the Class A Common Stock on such Trading Day as published by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") (or, if such price is not so published by NASDAQ, the average of the closing bid and asked prices for the Class A Common Stock on such Trading Day, as furnished by any New York Stock Exchange member firm selected from time to time by the Company for such purpose), or (y) if the Class A Common Stock is then listed or admitted to trading on a national securities exchange, the closing price for the Class A Common Stock on such Trading Day as reported in the consolidated transaction reporting system for securities listed or traded on such exchange. (ii) "Trading Day" shall mean any day on which trading takes place (x) in the over-the-counter market and prices reflecting such trading are published by NASDAQ or (y) if -4- the Class A Common Stock is then listed or admitted to trading on a national securities exchange, on the principal national securities exchange on which the Class A Common Stock is then listed or admitted to trading. 2. Demand Registration by Tatta Family Affiliates of the Shares. If any of the Shares have been distributed by CSC Holdings to the Tatta Family Group, a New York limited partnership, John Tatta, his spouse, any person related to Mr. Tatta, whether by reason of being his ancestor, descendant, sibling or otherwise, the spouse or issue, natural or adopted, of any of the foregoing, or any person who is a trustee for, or is acting on behalf of, any of such persons (a "Tatta Family Affiliate"), one or more Tatta Family Affiliates may request in writing (i) on or about 33 months following the closing date of the Public Offering, (ii) on or about 57 months following the closing date of the Public Offering and (iii) on any other dates with (x) the written consent of Dolan, (y) if Dolan is deceased, the written consent of his widow or (z) if both Dolan and his wife are deceased, the written consent of the representative of the estate of the survivor of Dolan and his spouse, 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 Tatta Family Affiliates as such Tatta Family Affiliates shall so request; provided however, that (i) the Company shall not be required to file a registration statement pursuant to this Section 2 if the Shares requested to be so registered by such Tatta Family Affiliates do not have an aggregate Market Price of at least $3,000,000 on the Trading Day immediately preceding the date on which such request for registration is received by the Company and (ii) after the death of both Dolan and his spouse, the Tatta Family Affiliates shall have the right on only one occasion to require the Company to file a registration statement pursuant to this Section 2. The Company shall use its best efforts to ensure that each such registration statement filed pursuant hereto shall be declared -5- effective by the Commission no later than sixty days following the receipt by the Company of such request for registration and to maintain the effectiveness of such registration statement until the distribution contemplated by the Tatta Family Affiliates thereunder has been completed, provided, however, the Company shall not be required to maintain such effectiveness for more than six months if the Company is not at such time eligible to use Form S-3 or any successor form thereto. Anything in this Section 2 to the contrary notwithstanding, if the Company at the time of receipt of the Tatta Family Affiliates' request for registration pursuant to this Section 2 has a bona fide intent and plan to file a registration statement (other than on Form S-8 or any successor form) covering a primary offering by the Company of common stock, or securities convertible into common stock, the Company may delay the filing of the requested registration statement for a period ending the earlier of (i) sixty (60) days after the closing of such offering or (ii) one hundred twenty (120) days after receipt of the Tatta Family Affiliates' request; and, provided, further, if the Company either abandons its plan to file such registration statement or does not file the same within sixty (60) days after receipt of the Tatta Family Affiliates' request, the Company shall promptly thereafter file the registration statement requested by the Tatta Family Affiliates. 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. 3. Right of CSCo and the CSCo Beneficiaries to Piggyback. CSC Holdings hereby acknowledges and consents to the grant by the Company to Cablevision Systems Company, an Illinois general partnership ("CSCo"), and the CSCo Beneficiaries (as defined in the Registration Rights Agreement of even date herewith between the Company and CSCo (the "CSCo Registration Rights Agreement")) in the CSCo Registration Rights Agreement of the right (in accordance with the terms set forth in the CSCo Registration Rights Agreement) of CSCo and the CSCo Beneficiaries to include certain of their respective shares of Class A Common -6- Stock in certain registration statements filed pursuant hereto. CSC Holdings further acknowledges and agrees that if any offering hereunder is to be underwritten and if the managing underwriter or underwriters of such offering informs CSC Holdings that the number of shares of Class A Common Stock which CSC Holdings and CSCo or the CSCo Beneficiaries, as the case may be, intend to include in such offering is sufficiently large so as to affect the success of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of CSC Holdings and CSCo or the CSCo Beneficiaries, as the case may be, 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 CSCo and the CSCo Beneficiaries, 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. 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 CSCo or the CSCo Beneficiaries, as the case may be, of their respective holdings of Class A Common Stock pursuant to the CSCo Registration Rights Agreement, (b) by any other security holder of any class of security of the Company or (c) by the Company for its own account of any class of security (other than a registration statement on Form S-8, S-4, S-15 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 CSC Holdings or, if the Shares have been distributed by CSC Holdings to the Dolan Family Affiliates and the Tatta Family Affiliates, to the Dolan Family Affiliates and the Tatta Family Affiliates, at least twenty days before the anticipated filing date which shall state whether such registration will be in connection with an -7- underwritten offering and offer CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, if, in the case of the Tatta Family Affiliates, as long as Dolan or his spouse is alive, the Tatta Family Affiliates receive (x) the written consent of Dolan or (y) if Dolan is deceased, the written consent of his widow, the opportunity to include in such registration statement such number of the Shares as CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, may request within three days prior to the anticipated filing date. If the anticipated filing date is deferred by more than five days, the Company shall promptly give written notice of such new filing date to CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, which notice shall offer CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates (subject to any necessary consent set forth in clauses (x) or (y) of the preceding sentence), as the case may be, the opportunity to increase or decrease the number of the Shares that CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, previously requested to be included in such registration statement as CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, may request within two days prior to the new filing date. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, to be included in the registration for such offering and to include such number of the Shares in such offering on the same terms and conditions as the securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, prior to the effective date of the offering, CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, 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 CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, in such offering on such -8- terms and conditions or, if CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, 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. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering informs CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, that the number of the Shares which CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, and of the shares of Class A Common Stock which CSCo or the CSCo Beneficiaries, as the case may be, intend to include in such offering is sufficiently large so as to affect the success of such offering materially and adversely, then the respective number of the Shares to be offered for the account of CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, and the shares of Class A Common Stock to be offered for the account of CSCo or the CSCo Beneficiaries, as the case may be, 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. 5. Holdback Agreements. (a) Restrictions on Public Sale by CSC Holdings. To the extent not inconsistent with applicable law, CSC Holdings agrees not to offer publicly or effect any public sale or distribution of shares of any class of common stock of the Company or any securities convertible into or exchangeable or exercisable for shares of any class of common stock of the Company, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, 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 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 -9- 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) not to offer publicly or effect any public sale or distribution of shares of any class of common stock, or any securities convertible into or exchangeable or exercisable for shares of any class of common stock (other than any such sale or distribution of such securities in connection with any merger or consolidation by the Company or any subsidiary or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of any other person), during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed pursuant hereto 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 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 similar provision then in force) 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 CSC Holdings contemplated hereby, the Company will as expeditiously as possible: (a) furnish to CSC Holdings, 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 CSC Holdings may reasonably request from time to time in order to facilitate the disposition of the Shares owned by CSC Holdings. -10- (b) use its 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 CSC Holdings reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable CSC Holdings 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 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 CSC Holdings to consummate the disposition of such Registered Class A; (d) notify CSC Holdings at any time 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 the Company will 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) cause all such Registered Class A to be listed on NASDAQ or on each national securities exchange on which the Class A Common Stock is then listed, provided that the applicable listing requirements are satisfied; (f) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registered Class A; -11- (g) make available for inspection by CSC Holdings, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by CSC Holdings 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. CSC Holdings shall use reasonable efforts, prior to any such disclosure by any such Inspector, to inform the Company that such disclosure is necessary to avoid or correct a misstatement or omission in the registration statement. CSC Holdings further agrees that it will, upon learning that disclosure of such 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; (h) in the event such sale is pursuant to an underwritten offering, use its best efforts to (i) obtain a cold comfort letter from the independent public accountants for the Company in customary form and covering such matters of the type customarily covered by cold comfort letters as CSC Holdings 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 CSC Holdings, (8) the conditions to closing in said underwriting agreement shall be reasonably satisfactory to CSC Holdings and (C) each cold comfort letter and opinion of counsel contemplated by -12- said underwriting agreement is delivered to CSC Holdings on the closing date of the offering; and (i) otherwise use its 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 CSC Holdings to furnish to the Company such information regarding CSC Holdings 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. CSC Holdings 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, CSC Holdings will forthwith discontinue disposition of the Registered Class A pursuant to the registration statement covering such Registered Class A until CSC Holdings receives the copies of the supplemented or amended prospectus contemplated by Section 6(d) hereof, and, if so directed by the Company, CSC Holdings will deliver to the Company (at the expense of the Company) all copies, other than permanent file copies then in CSC Holdings' possession, of the prospectus covering such Registered Class A current at the time of receipt of such notice. 7. Registration Expenses. 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 NASDAQ or on each national -13- securities exchange on which the 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 "cold comfort" letters required by or incident to such performance), securities acts liability insurance (if the Company elects to obtain such insurance), the reasonable fees and expenses of any special experts retained by the Company in connection with such registration and the fees and expenses of other persons retained by the Company (all such expenses being herein called "Registration Expenses"), will be borne by the Company. The Company will not have any responsibility for any of the expenses of CSC Holdings 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 travel costs of counsel for CSC Holdings. 8. Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify, to the full extent permitted by law, CSC Holdings, its partners and any officers, directors and shareholders of such partners, each person who controls such partners (within the meaning of the Securities Act), and any investment adviser thereof against all losses, claims, damages, liabilities and expenses (including attorneys' fees) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus 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, except insofar as the same are caused by or contained in any information with respect to CSC Holdings furnished in writing to the Company by CSC Holdings expressly for use therein. 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 -14- meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of CSC Holdings. (b) Indemnification by CSC Holdings. In connection with any registration statement contemplated hereby, CSC Holdings will furnish to the Company in writing such information with respect to CSC Holdings as the Company reasonably requests for use in connection with any such registration statement, prospectus or preliminary prospectus and agrees to indemnify, to the extent permitted by law, the Company, its directors and officers and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any such registration statement, prospectus or preliminary prospectus 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, but only to the extent, that such untrue statement or omission is contained in any information with respect to CSC Holdings so furnished in writing by CSC Holdings. (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 and, 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, 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 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 -15- claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnifying party will not be subject to any liability for any settlement made without its consent. (d) 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, claims, damages, liabilities or expenses referred to therein, 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, claims, damages, liabilities or expenses 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 in such losses, claims, damages, liabilities or expenses, 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. 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(d) 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. -16- 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(d). 9. Participation in Underwritten Registrations. CSC Holdings may not participate in any underwritten registration hereunder or under the CSCo Registration Rights Agreement or otherwise unless CSC Holdings (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. 10. 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 CSC Holdings in this Agreement. (b) Amendments. This Agreement may not be amended, modified or altered except by writing duly signed by all the parties hereto. (c) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, CSC Holdings, the Dolan Family Affiliates and the Tatta Family Affiliates and the respective successors and permitted assigns of the Company, CSC Holdings, the Dolan Family Affiliates and the Tatta Family Affiliates. This Agreement may not be assigned by either the Company or CSC Holdings without the prior written consent of the other party hereto; provided, however, that the -17- Company agrees that all transferees of all or substantially all the Shares held by Dolan shall be accorded all of the registration rights of Dolan hereunder. (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. (g) 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: Cablevision Systems Corporation One Media Crossways Woodbury, New York 11797 Attn: General Counsel To CSC Holdings: CSC Holdings Company One Media Crossways Woodbury, New York 11797 Attn: Mr. Charles F. Dolan provided, however, that any notice of change of address shall be effective only upon receipt. (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 -18- 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 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 defense, the successful party shall be entitled to recover reasonable attorneys' fees in addition to any other available remedy. -19- IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. CABLEVISION SYSTEMS CORPORATION By: /s/ William J. Bell --------------------------------------- Title: CSC HOLDINGS COMPANY By: /s/ Charles F. Dolan ----------------------------- Charles F. Dolan General Partner By: /s/ John Tatta ----------------------------- John Tatta General Partner -20- EX-99.3 8 y94884exv99w3.txt REGISTRATION RIGHTS AGREEMENT Exhibit 3 - -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT BETWEEN CABLEVISION SYSTEMS CORPORATION AND CABLEVISION SYSTEMS COMPANY - -------------------------------------------------------------------------------- Exhibit 3 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement") dated as of January 27, 1986 between Cablevision Systems Corporation, a Delaware corporation (the "Company"), and Cablevision Systems Company, an Illinois general partnership ("CSCo"). WITNESSETH: WHEREAS, in connection with a reorganization, involving the Company, Cablevision Company, a New York limited partnership, and Cablevision Program Services Company, a New York limited partnership, the Company desires to grant CSCo certain registration rights with respect to its holdings of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") acquired either prior to the initial public offering of the Class A Common Stock (the "Public Offering") or upon the conversion of its holdings of Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock") acquired prior to the Public Offering (the "Shares"); WHEREAS, in consideration for the registration rights granted to CSCo hereby, CSCo has agreed to certain restrictions on transfer of its holdings of Class B Common Stock; and WHEREAS, the parties hereto desire to set forth the terms and conditions of the Company's covenants and agreements in respect of the registration of the Shares with the Securities and Exchange Commission (the "Commission") and all applicable state securities agencies and CSCo's covenants and agreements in respect of the restrictions on transfer of the Class B Common stock owned by CSCo. 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) CSCo agrees that if at any time or from time to time it desires to sell, transfer or otherwise dispose of any or all of its shares of Class B Common Stock, CSCo will so inform the Board of Directors of the Company at least ten days in advance of said sale, transfer or disposition and CSCo shall convert such shares of Class B Common Stock that it intends to sell, transfer or otherwise dispose of into shares of Class A Common Stock in accordance with the terms of the Certificate of Incorporation of the Company immediately prior to such sale, transfer or disposition. 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. (b) The provisions of subparagraph (a) of this Section 1 are inapplicable to any sale, transfer or disposition of shares of Class B Common Stock to Charles F. Dolan ("Dolan"), his spouse, any person related to Dolan by reason of being his ancestor or descendent (natural or adopted) or any person who is a trustee for, or is acting on behalf of, any of such persons (a "Dolan Family Affiliate"). (c) All certificates representing shares of Class B Common Stock which are now or hereafter owned by CSCo 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 Registration Rights Agreement dated January 27, 1986 between Cablevision Systems Corporation and Cablevision Systems Company, a copy of which is on file with the Secretary of Cablevision Systems Corporation, and such shares may not be sold, transferred or otherwise disposed of except in accordance with the terms of such Registration Rights Agreement." -2- 2. Demand Registration by CSCo of the Shares. (a) At any time or from time to time commencing 180 days following the effective date of the Public Offering and ending on the date the Shares are distributed to the partners of CSCo or one or more Dolan Family Affiliates (the "CSCo Beneficiaries"), upon the request in writing of CSCo, the Company will file a registration statement on an appropriate form for the general registration of securities under the Securities Act of 1933, as amended (the "Securities Act"), and include therein such number of the Shares owned by CSCo as CSCo shall so request; provided, however, that (i) the Company shall not be required to file a registration statement pursuant to this Section 2 if the Shares requested to be so registered by CSCo do not have an aggregate Market Price (as defined below) of at least $3,000,000 on the Trading Day (as defined below) immediately preceding the date on which such request for registration is received by the Company and (ii) after the death of both Dolan and his spouse, CSCo shall have the right on only one occasion to require the Company to file a registration statement pursuant to this Section 2. Such requests for registration may be made by CSCo for shares of Class A Common Stock which will be issued to CSCo upon conversion of its shares of Class B Common Stock prior to such conversion; provided that such conversion must be consummated prior to the date such registration statement is declared effective by the Commission. The Company will use its best efforts to ensure that each such registration statement filed pursuant hereto shall be declared effective by the Commission no later than sixty days following the receipt of such request for registration and to maintain the effectiveness of such registration statement until the distribution contemplated by CSCo thereunder has been completed, provided, however, the Company shall not be required to maintain such effectiveness for more than six months if the Company is not at such time eligible to use Form S-3 or any successor form thereto. Anything in this Section 2 to the contrary notwithstanding, if the Company at the time of receipt of CSCo's request for registration pursuant to this Section 2 has a bona fide intent and plan to file a registration statement (other than on Form S-8 or any successor form) -3- covering a primary offering by the Company of common stock or securities convertible into such common stock, the Company may delay the filing of the requested registration statement for a period ending the earlier of (i) sixty (60) days after the closing of such offering or (ii) one hundred twenty (120) days after receipt of CSCo's request; and, provided, further, if the Company either abandons its plan to file such registration statement or does not file the same within sixty (60) days after receipt of CSCo's request, the Company shall promptly thereafter file the registration statement requested by CSCo. 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. (b) For purposes of Sections 2 and 3 hereof: (i) "Market Price" of a share of Class A Common Stock for any Trading Day shall mean (x) the last reported sale price for the Class A Common Stock on such Trading Day as published by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") (or, if such price is not so published by NASDAQ, the average of the closing bid and asked prices for the Class A Common Stock on such Trading Day, as furnished by any New York Stock Exchange member firm selected from time to time by the Company for such purpose), or (y) if the Class A Common Stock is then listed or admitted to trading on a national securities exchange, the closing price for the Class A Common Stock on such Trading Day as reported in the consolidated transaction reporting system for securities listed or traded on such exchange. (ii) "Trading Day" shall mean any day on which trading takes place (x) in the over-the-counter market and prices reflecting such trading are published by NASDAQ or (y) if the Class A Common Stock is then listed or admitted to -4- trading on a national securities exchange, on the principal national securities exchange on which the Class A Common Stock is then listed or admitted to trading. 3. Demand Registration by the CSCo Beneficiaries of the Shares. If the Shares have been distributed by CSCo to the CSCo Beneficiaries, one or more of the CSCo Beneficiaries may request in writing (i) on or about 33 months following the closing date of the Public Offering, (ii) on or about 57 months following the closing date of the Public Offering and (iii) on any other dates with (x) the written consent of Dolan, (y) if Dolan is deceased, the written consent of his widow or (z) if both Dolan and his wife are deceased, the written consent of the representative of the estate of the survivor of Dolan and his spouse, 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 CSCo Beneficiaries as such CSCo Beneficiaries shall so request; provided, however, that (i) the Company shall not be required to file a registration statement pursuant to this Section 3 if the Shares requested to be so registered by such CSCo Beneficiaries do not have an aggregate Market Price of at least $3,000,000 on the Trading Day immediately preceding the date on which such request for registration is received by the Company and (ii) after the death of both Dolan and his spouse, the CSCo Beneficiaries shall have the right on only one occasion to require the Company to file a registration statement pursuant to this Section 3. Such requests for registration may be made by the CSCo Beneficiaries for shares of Class A Common Stock which will be issued to such CSCo Beneficiaries prior to such conversion; provided that such conversion must be consummated prior to the date such registration statement is declared effective by the Commission. The Company will use its best efforts to ensure that each such registration statement filed pursuant hereto shall be declared effective by the Commission no later than sixty days following the receipt of such request for registration and to maintain the effectiveness of such registration -5- statement until the distribution contemplated by the CSCo Beneficiaries thereunder has been completed, provided, however, the Company shall not be required to maintain such effectiveness for more than six months if the Company is not at such time eligible to use Form S-3 or any successor form thereto. Anything in this Section 3 to the contrary notwithstanding, if the Company at the time of receipt of the CSCo Beneficiaries' request for registration pursuant to this Section 3 has a bona fide intent and plan to file a registration statement (other than on Form S-8 or any successor form) covering a primary offering by the Company of common stock or securities convertible into such common stock, the Company may delay the filing of the requested registration statement for a period ending the earlier of (i) sixty (60) days after the closing of such offering or (ii) one hundred twenty (120) days after receipt of the CSCo Beneficiaries' request; and, provided, further, if the Company either abandons its plan to file such registration statement or does not file the same within sixty (60) days after receipt of the CSCo Beneficiaries' request, the Company shall promptly thereafter file the registration statement requested by the CSCo Beneficiaries. 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. 4. Right of CSC Holdings, the Dolan Family Affiliates and the Tatta Family Affiliates to PiggyBack. CSCo hereby acknowledges and consents to the grant by the Company to CSC Holdings, the Dolan Family Affiliates and the Tatta Family Affiliates (as defined in the Registration Rights Agreement of even date herewith between the Company and CSC Holdings (the "CSC Holdings Registration Rights Agreement")) in the CSC Holdings Registration Rights Agreement of the right (in accordance with the terms set forth in the CSC Holdings Registration Rights Agreement) of CSC Holdings, the Dolan Family Affiliates and the Tatta Family Affiliates to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. CSCo further acknowledges and agrees that if any offering hereunder is to be underwritten and -6- if the managing underwriter or underwriters of such offering informs CSCo that the number of shares of Class A Common Stock which CSCo and CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, intend to include in such offering is sufficiently large so as to affect the success of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of CSCo and CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, 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 CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, and to any transferee of the shares of Class A Common Stock owned by Dolan which may be registered pursuant to the CSC Holdings 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. 5. 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 CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, of their respective holdings of Class A Common Stock pursuant to the CSC Holdings Registration Rights Agreement, (b) by any other security holder of any class of security of the Company or (c) by the Company for its own account of any class of security (other than a registration statement on Form S-8, S-4, S-15 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 CSCo or, if the Shares have been distributed by CSCo to the CSCo Beneficiaries, to the CSCo Beneficiaries, at least twenty days before the anticipated filing date which shall state -7- whether such registration will be in connection with an underwritten offering and offer CSCo or the CSCo Beneficiaries, if, in the case of the CSCo Beneficiaries, the CSCo Beneficiaries (x) receive the written consent of Dolan, (y) if Dolan is deceased, the written consent of his widow, or (z) if both Dolan and his spouse are deceased, the written consent of the representative of the estate of the survivor of Dolan and his spouse, the opportunity to include in such registration statement such number of the Shares as CSCo or the CSCo Beneficiaries, as the case may be, may request within three days prior to the anticipated filing date. If the anticipated filing date is deferred by more than five days, the Company shall promptly give written notice of such new filing date to CSCo or the CSCo Beneficiaries, as the case may be, which notice shall offer CSCo or the CSCo Beneficiaries, as the case may be, the opportunity (subject to any necessary consent set forth in clauses (x), (y) or (z) of the preceding sentence) to increase or decrease the number of the Shares that CSCo or the CSCo Beneficiaries, as the case may be, previously requested to be included in such registration statement as CSCo or the CSCo Beneficiaries, as the case may be, may request within two days prior to the new filing date. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit CSCo or the CSCo Beneficiaries, as the case may be, 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 securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to CSCo or the CSCo Beneficiaries, as the case may be, prior to the effective date of the offering, CSCo or the CSCo Beneficiaries, as the case may be, 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 CSCo or the CSCo Beneficiaries, as the case may be, in such offering on such terms and conditions or, if CSCo or the CSCo Beneficiaries, as the case may be, 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. Notwithstanding the foregoing, if the -8- managing underwriter or underwriters of such offering informs CSCo or the CSCo Beneficiaries, as the case may be, that the number of the Shares which CSCo or the CSCo Beneficiaries, as the case may be, and of the shares of Class A Common Stock which CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, intend to include in such offering is sufficiently large so as to affect the success of such offering materially and adversely, the shares of Class A Common Stock to be offered for the account of CSC Holdings or the Dolan Family Affiliates and the Tatta Family Affiliates, as the case may be, 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 and then the respective number of the Shares to be offered for the account of CSCo or the CSCo Beneficiaries, as the case may be, shall be reduced pro rata to the extent necessary to effect such reduction. 6. Holdback Agreements. (a) Restrictions on Public Sale by CSCo. To the extent not inconsistent with applicable law, CSCo agrees not to offer publicly or effect any public sale or distribution of shares of any class of common stock of the Company or any securities convertible into or exchangeable or exercisable for shares of any class of common stock of the Company, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, 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 security is 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) not to offer publicly or effect any public sale or distribution of -9- shares of any class of common stock, or any securities convertible into or exchangeable or exercisable for shares of any class of common stock (other than any such sale or distribution of such securities in connection with any merger or consolidation by the Company or any subsidiary or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of any other person), during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed pursuant hereto 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 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 similar provision then in force) under the Securities Act (except as part of any such registration, if permitted). 7. Registration Procedures. In connection with any registration of the Shares owned by CSCo contemplated hereby, the Company will as expeditiously as possible: (a) furnish to CSCo, 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 CSCo may reasonably request from time to time in order to facilitate the disposition of the Shares. (b) use its 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 CSCo reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable CSCo to -10- 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 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 CSCo to consummate the disposition of such Registered Class A; (d) notify CSCo at any time 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 the Company will 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) cause all such Registered Class A to be listed on NASDAQ or on each national securities exchange on which the Class A Common Stock is then listed, provided that the applicable listing requirements are satisfied; (f) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registered Class A; (g) make available for inspection by CSCo, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by CSCo 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 -11- 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. CSCo shall use reasonable efforts, prior to any such disclosure by any such Inspector, to inform the Company that such disclosure is necessary to avoid or correct a misstatement or omission in the registration statement. CSCo further agrees that it will, upon learning that disclosure of such 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; (h) in the event such sale is pursuant to an underwritten offering, use its best efforts to (i) obtain a cold comfort letter from the independent public accountants for the Company in customary form and covering such matters of the type customarily covered by cold comfort letters as CSCo 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 CSCo, (B) the conditions to closing in said underwriting agreement shall be reasonably satisfactory to CSCo and (C) all cold comfort letters and opinions of counsel contemplated by said underwriting agreements are delivered to CSCo on the closing date of the offering; and (i) otherwise use its 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 CSCo to furnish to the Company such information regarding CSCo as the Company may from time to time reasonably request -12- in writing, in each case only as required by the Securities Act or the rules and regulations thereunder. CSCo agrees that, upon receipt of any notice from the company of the happening of any event of the kind described in Section 7(d) hereof, CSCO will forthwith discontinue disposition of the Registered Class A pursuant to the registration statement covering such Registered Class A until CSCo receives the copies of the supplemented or amended prospectus contemplated by Section 7(d) hereof, and, if so directed by the Company, CSCO will deliver to the Company (at the expense of the Company) all copies, other than permanent file copies then in CSCO's possession, of the prospectus covering such Registered Class A current at the time of receipt of such notice. 8. Registration Expenses. 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 NASDAQ or on each national securities exchange on which the 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 "cold comfort" letters required by or incident to such performance), securities acts liability insurance (if the Company elects to obtain such insurance), the reasonable fees and expenses of any special experts retained by the Company in connection with such registration and the fees and expenses of other persons retained by the Company (all such expenses being herein called "Registration Expenses"), will be borne by the Company. The Company will not -13- have any responsibility for any of the expenses of CSCo 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 travel costs of counsel for CSCo. 9. Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify, to the full extent permitted by law, CSCo, its partners and any officers directors and shareholders of such partners, each person who controls such partners (within the meaning of the Securities Act), and any investment adviser thereof against all losses, claims, damages, liabilities and expenses (including attorneys' fees) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus 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, except insofar as the same are caused by or contained in any information with respect to CSCo furnished in writing to the Company by CSCo expressly for use therein. 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) to the same extent as provided above with respect to the indemnification of CSCo. (b) Indemnification by CSCo. In connection with any registration statement contemplated hereby, CSCo will furnish to the Company in writing such information with respect to CSCo as the Company reasonably requests for use in connection with any such registration statement, prospectus or preliminary prospectus and agrees to indemnify, to the extent permitted by law, the Company, its directors and officers and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses caused by any untrue or -14- alleged untrue statement of a material fact contained in any such registration statement, prospectus or preliminary prospectus 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, but only to the extent, that such untrue statement or omission is contained in any information with respect to CSCo so furnished in writing by CSCo. (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 and, 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, 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 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. The indemnifying party will not be subject to any liability for any settlement made without its consent. (d) Contribution. If the indemnification provided for in this Section 9 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, 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, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the -15- relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, 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. 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 9(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 9(d) 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. If indemnification is available under this Section 9, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 9(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 9(d). 10. Participation in Underwritten Registrations. CSCo may not participate in any underwritten registration hereunder or under the CSC Holdings Registration Rights Agreement or otherwise unless CSCo (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 -16- attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 11. Miscellaneous. (a) Specific Performance. The Company and CSCo acknowledge that it will be impossible to measure in money the damage to the Company if CSCo fails to comply with any of the obligations imposed by Section 1 this Agreement, that every such obligation therein is material and that, in the event of any such failure, the Company will not have an adequate remedy at law or in damages. Accordingly, CSCo 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 of all the terms of Section 1 hereof, and waives any defenses thereto, including, without limitation, the 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 CSCo in this Agreement. (c) Amendments. This Agreement may not be amended, modified or altered except by writing duly signed by all the parties hereto. (d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, CSCo, the CSCo Beneficiaries and the respective successors and permitted assigns of the Company, CSCo and the CSCo Beneficiaries. This Agreement may not be assigned by either the Company or CSCo without the prior written consent of the other party hereto. (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. -17- (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. 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: Cablevision Systems Corporation One Media Crossways Woodbury, New York 11797 Attn: General Counsel To CSCo: Cablevision Systems Corporation One Media Crossways Woodbury, New York 11797 Attn: Mr. Charles E. Dolan provided, however, that any notice of change of address shall be effective only upon receipt. (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 intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of -18- 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. CABLEVISION SYSTEMS CORPORATION By: /s/ John Tatta --------------------------------------- Title: CABLEVISION SYSTEMS COMPANY By: /s/ Charles F. Dolan ----------------------------- Charles F. Dolan General Partner -19- EX-99.4 9 y94884exv99w4.txt CERTIFICATE OF INCORPORATION Exhibit 4 CERTIFICATE OF INCORPORATION OF DOLAN FAMILY FOUNDATION UNDER SECTION 402 OF THE NOT-FOR-PROFIT CORPORATION LAW The undersigned, a natural person of the age of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Not-for-Profit Corporation Law of the State of New York, hereby certifies: FIRST: The name of the corporation is Dolan Family Foundation, hereinafter sometimes called "the Corporation." SECOND: The Corporation is a corporation as defined in subparagraph (a) (5) of Section 102 of the Not-for-Profit Corporation Law, in that it is not formed for pecuniary profit or financial gain, and no part of the assets, income or profit of the Corporation is distributable to, or inures of the benefit of its members, directors or officers or any private person except to the extent permissible under the Not-for-Profit Corporation Law. THIRD: The Corporation is a Type B Corporation as defined in Section 201 of the Not-for-Profit Corporation Law. FOURTH: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, hereinafter referred to as "the Code". FIFTH: Without limiting the absoluteness of the foregoing Article, the Corporations' activities shall consist primarily of making grants for charitable purposes to organizations which qualify as exempt organizations under Section 501(c)(3) of the Code. SIXTH: Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. SEVENTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Fourth hereof. Exhibit 4 EIGHTH: No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. NINTH: In the event of dissolution, all of the remaining assets and property of the Corporation shall after necessary expenses thereof be distributed to another organization exempt under Section 501 (c) (3) of the Code or to the Federal government, or state or local government for a public purpose upon approval of a Justice of the Supreme Court of the State of New York. TENTH: In any taxable year in which the Corporation is a private foundation as described in Section 509 (a) of he Code, the Corporation shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Code; and the Corporation shall not (a) engage in any act of self-dealing as defined in Section 4941 (d) of the Code; (b) retain any excess business holdings as defined in Section 4943 (c) of the Code; (c) make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code; or (d) make any taxable expenditures as defined in Section 4945 (d) of the Code. ELEVENTH: The office of the Corporation is to be located in the County of Nassau, State of New York. TWELFTH: The Corporation shall be operated by a Board of Directors, the number of which is to be no less than three. THIRTEENTH: The names and post office addresses of the persons to be the Corporation's Directors until its organization meeting are as follows:
Name Address ---- ------- Charles F. Dolan Cove Neck Road, Oyster Bay, New York, 11771 Helen A. Dolan Cove Neck Road, Oyster Bay, New York, 11771 Marianne Dolan Cove Neck Road, Oyster Bay, New York, 11771
-2- Exhibit 4 FOURTEENTH: The Secretary of State is hereby designated as the agent of the Corporation upon whom process against it may be served. The post office address to which the Secretary shall mail a copy of the process against the corporation served upon him is: Charles F. Dolan, (no number) Cove Neck Road, Oyster Bay, New York 11771. IN WITNESS WHEREOF, I the sole incorporator, hereunto sign my name this 10th day of December, 1986 under penalty of perjury. /s/ Charles F. Dolan ------------------------------------- Incorporator Charles F. Dolan Cove Neck Road Oyster Bay, New York 11771 -3- Exhibit 4 I, Henderson W. Morrison, a Justice of the Supreme Court of the State of New York for the Tenth Judicial District do hereby approve the foregoing Certificate of Incorporation of Dolan Family Foundation and consent that the same be filed. /s/ Henderson W. Morrison ------------------------------------------- JUSTICE SUPREME COURT Date: January 12, 1987 -4- EX-99.5 10 y94884exv99w5.txt BY-LAWS Exhibit 5 BY-LAWS OF DOLAN FAMILY FOUNDATION ARTICLE I OFFICES The principal office of the Dolan Family Foundation ("Corporation") shall be located on Cove Neck Road, Oyster Bay, County of Nassau, State of New York. The Corporation may have such other offices, either within or without the State of New York, as the Board of Directors may from time to time determine or as the affairs of the Corporation may require. ARTICLE II PURPOSES The purposes for which this Corporation has been organized are as follows: "(The) Corporation is organized exclusively for charitable, religious, education, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal Tax Code...." ARTICLE III MEMBERS Section 1. Qualifications The Members of the Corporation shall consist of Charles F. Dolan and Helen A. Dolan and those persons who are, from time to time, elected to be Members of the Corporation by majority vote of the Members. Section 2. Term of Membership There shall be no term of Membership for a Member as each appointment shall be for the lifetime of the Member. Section 3. Annual Meetings The purpose of the annual meeting of Members is to elect Directors and to transact such other matters, if any, as may properly come before the Members. The annual meeting of the Members of the Corporation shall be held at the Corporation's principal office in October of each year, or at such other time and place designated by the Members. The annual meeting of Members for any year shall be held no later than fifteen (15) months after the last annual meeting of Members. However, failure to hold an annual meeting timely shall in no way affect the terms of Officers or Directors of the Corporation or the validity of actions of the Corporation. Section 4. Special Meetings Special meetings of Members may be called by any Member, the President, or the Executive Director, or by a majority of the Directors then in office. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for Members to consider. Section 5. Place of Special Meeting Special meetings shall be held at the Corporation's principal office unless a different location, either within or without the State of New York, is either specified or consented to by a majority of the Members. Section 6. Notice of Meeting Written or printed notice shall be given for all meetings where Members are required or permitted to take action. The notice shall state the place, day and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be delivered personally or by first class mail not less than ten (10) days nor more than fifty (50) days before the date of the meeting. Notice shall be given by or at the direction of the President or the Secretary or the persons calling the meeting, to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States Mail addressed to the Member at his or her address as it appears on the records of the Corporation with postage thereon prepaid, or, at such other address as the Member may have instructed the Secretary by written request. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Members fix a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record in accordance with the provisions of this Section. 2 Section 7. Waiver of Notice A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the member attends 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. Section 8. Action Without Meeting Any action of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken is signed by all of the Members of the Corporation. Any certificate to be filed as a result of the Members' action under this section shall state that written consent was given in accordance with Section 614 of the New York Not-for-Profit Corporation Law of New York, but the failure to so state shall not affect the validity of the action taken. Section 9. Member Quorum and Voting Unless otherwise required in the Certificate of Incorporation, a majority of the Members appearing in person or by proxy shall constitute a quorum at a meeting of Members. If a quorum is present, unless otherwise provided by law or in the Certificate of Incorporation, the affirmative vote of a majority of the members at the meeting entitled to vote on the subject matter shall be the act of the Members. After a quorum has been established at a Members' meeting, the subsequent withdrawal of Members, so as to reduce the number of Members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present. Section 10. Votes Each Member shall be entitled to an equal vote on each matter submitted to a vote at a meeting of Members. 3 ARTICLE IV DIRECTORS Section 1. Management of the Corporation The Corporation shall be managed by the Directors which shall consist of six (6) Directors, one of which shall be the President of the Corporation. Each Director shall be at least nineteen years of age. Section 2. Election and Term of Directors At each annual meeting of Members the membership shall elect Directors to hold office until the next annual meeting. Each Director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal. Section 3. Increase or Decrease in Number of Directors The number of Directors may be increased or decreased by vote of the Members or by a vote of a majority of all of the Directors. No decrease in number of Directors shall (i) reduce the number of directors below three and (ii) shorten the term of any incumbent Director. Section 4. Newly Created Directorships and Vacancies Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the Certificate of Incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the Members. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor. Section 5. Removal of Directors Any or all of the Directors may be removed for cause or without cause by a two-thirds vote of the Members or a two-thirds vote of the Directors. Section 6. Resignation A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, 4 the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. Section 7. Quorum of Directors Unless otherwise provided in the Certificate of Incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Section 8. Action of the Board Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote. Section 9. Place and Time of Board Meetings The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the State of New York, as it may from time to time determine. Section 10. Regular Annual Meeting A regular annual meeting of the Board shall be held immediately following the annual meeting of Members at the place of such annual meeting of Members. Section 11. Notice of Meetings of the Board, Adjournment Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President, the Executive Director or by the Secretary in a like manner on written request of two Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all Directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors. Section 12. Action Without a Meeting Any action of the Board may be taken without a meeting without prior notice and without a vote, if a consent in writing setting forth the action so taken is signed by all of 5 the members of the Board. Any certificate to be filed as a result of the Board's action under this section shall state that written consent was given in accordance with Section 708 of the New York Not-for-Profit Corporation Law of New York, but the failure to so state shall not affect the validity of the action taken. Section 13. Chairman At all meetings of the Board the President, or in his absence, a Chairman chosen by the Board shall preside. Section 14. Executive and Other Committees The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of three or more Directors. Each such committee shall serve at the pleasure of the Board. ARTICLE V OFFICERS Section 1. Offices, Election, Term Unless otherwise provided for in the Certificate of Incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a Secretary, a Treasurer, and an Executive Director and such other Officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All Officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of members. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. Section 2. Removal, Resignation, Salary Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of the President and Secretary. The salaries of all Officers shall be fixed by the Board. Section 3. President The President shall be the Chief Executive Officer of the Corporation. He shall be a member of the Board and shall preside at all meetings of the Board. He shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. 6 Section 4. Vice-President The Vice-President(s) shall perform such other duties as the Board shall prescribe. During the absence or disability of the President, the Executive Vice-President shall have all the powers and functions of the President. Section 5. Treasurer The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may elect; he shall, when duly authorized by the Board sign and execute all contracts in the name of the Corporation, when countersigned by the President; he shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board and shall be countersigned by the President; he shall at all reasonable times exhibit his books and accounts to any Director or Member of the Corporation upon application at the office of the Corporation during ordinary business hours. At the end of each corporate year, he shall have an audit of the accounts of the Corporation made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the Members, at which time he shall also present an annual report setting forth in full the financial condition of the Corporation. Section 6. Secretary The Secretary shall keep the minutes of the Board and also the minutes of the Members. He shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Board. He shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board may direct; he shall attend to such correspondence as may be assigned to him, and perform all duties incidental to his office. He shall keep a membership roll containing the names, alphabetically arranged, of all persons who are Members of the Corporation, showing their places of residence and the date upon which they became a Member. Section 7. Executive Director The Executive Director shall be responsible for the daily operation of the Corporation and such other duties as may be assigned to him by the President or the Board. He shall report to the President on a regular basis and to the Board of Directors at the annual meeting and at any other time at the Board's request. 7 Section 8. Sureties and Bonds In case the Board shall so require, any Officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands. ARTICLE VI INDEMNIFICATION AND INSURANCE Section 1. Indemnification The Corporation shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, officer, employee or agent of another corporation, domestic or foreign, non profit or for profit, partnership, joint venture, trust or other enterprise; provided, however, that the Corporation shall indemnify any such agent (as opposed to any Director, officer or employee) of this Corporation to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the Certificate of Incorporation or any agreement, vote of Members or of disinterested Directors or otherwise. Section 2. Insurance The Corporation may, to the full extent then permitted by law and authorized by the Board, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article VI against any liability asserted against and incurred by any such person in any such capacity, or arising out of its status as such, whether or not the Corporation would have the Power to indemnify such person against such liability. ARTICLE VII SEAL The seal of the corporation shall be circular in form having about the margins the words "Dolan Family Foundation" and across the middle the word "SEAL". 8 ARTICLE VIII CONSTRUCTION If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern. ARTICLE IX AMENDMENTS The by-laws may be adopted, amended or repealed by the Members at the time they are entitled to vote in the election of Directors. By-laws may also be adopted, amended or repealed by the Board but any by-law adopted, amended or repealed by the Board may be amended by the Members entitled to vote thereon as hereinbefore provided. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of Members for the election of Directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made. 9 EX-99.6 11 y94884exv99w6.txt LIMITED LIABILITY COMPANY AGREEMENT Exhibit 6 DOLAN FAMILY LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 3, 1999 TABLE OF CONTENTS
Section Page ARTICLE I ORGANIZATION, ETC. 1.1 Limited Liability Company.....................................................1 1.2 Admissions....................................................................1 1.3 Schedule A....................................................................1 1.4 Authorized Person.............................................................1 1.5 Name..........................................................................2 1.6 Purpose.......................................................................2 1.7 Registered Agent and Office...................................................2 1.8 Principal Place of Business...................................................2 1.9 Fiscal Year...................................................................2 ARTICLE II MANAGEMENT 2.1 The Manager...................................................................2 2.2 Special Actions of the Members................................................3 2.3 Ability to Bind the Company...................................................4 2.4 Actions and Determinations of the Company.....................................4 2.5 Votes of Members..............................................................4 2.6 Duties of Manager; Other Activities; etc .....................................5 2.7 No Salaries...................................................................5 2.8 Affiliate Transactions........................................................5 2.9 Cablevision Stock. ...........................................................5 ARTICLE III THE MEMBERS 3.1 No Participation in Management, etc...........................................6 3.2 No Priority, etc..............................................................6 ARTICLE IV CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS 4.1 Capital Contributions and Capital Commitments of the Members..................6 ARTICLE V CAPITAL ACCOUNTS; DISTRIBUTIONS 5.1 Capital Accounts..............................................................7 5.2 Adjustments to Capital Accounts...............................................7 5.3 Membership Percentages........................................................7 5.4 Distributions.................................................................7 5.5 Overriding Provision..........................................................7 5.6 Final Distribution............................................................7 5.7 Negative Capital Accounts.....................................................8 5.8 Section 754 Election..........................................................8 5.9 No Withdrawal of Capital......................................................8 5.10 Allocations..................................................................8 5.11 Tax Matters..................................................................8 5.12 Tax Withholding..............................................................9 ARTICLE VI BANKING; ACCOUNTING 6.1 Banking.......................................................................9
6.2 Maintenance of Books and Records; Accounts and Accounting Method..............9 ARTICLE VII REPORTS TO MEMBERS 7.1 Reports to Members...........................................................10 7.2 Tax Returns..................................................................10 ARTICLE VIII LIABILITY, EXCULPATION AND INDEMNIFICATION 8.1 Liability....................................................................10 8.2 Exculpation..................................................................10 8.3 Indemnification..............................................................11 8.4 Return of Distributions......................................................13 ARTICLE IX ADMISSION OF ADDITIONAL MEMBERS; TRANSFERS 9.1 Admission of Additional Members..............................................13 9.2 Transfer by Members..........................................................13 9.3 Other Transfer Restrictions..................................................14 9.4 Transfers in Violation of Agreement Not Recognized...........................14 9.5 Further Actions..............................................................14 ARTICLE X DISSOLUTION AND TERMINATION OF THE COMPANY 10.1 Dissolution.................................................................14 10.2 Distribution Upon Dissolution...............................................15 10.3 Distributions in Cash or in Kind............................................15 10.4 Time for Liquidation, etc ..................................................16 10.5 Termination.................................................................16 10.6 Bankruptcy of a Member......................................................16 ARTICLE XI DEFINITIONS 11.1..............................................................................16 ARTICLE XII AMENDMENTS 12.1..............................................................................20 ARTICLE XIII MISCELLANEOUS 13.1 Waiver of Partition.........................................................21 13.2 Choice of Law...............................................................21 13.3 Notices.....................................................................21 13.4 Counterparts................................................................21 13.5 Table of Contents and Headings..............................................21 13.6 Successors and Assigns......................................................21 13.7 Severability................................................................21 13.8 Non-Waiver..................................................................22 13.9 Survival of Certain Provisions..............................................22
Schedule A Capital Contributions, Etc. This LIMITED LIABILITY COMPANY AGREEMENT (as amended, modified, restated or supplemented from time to time, this "Agreement"), dated as of November 3, 1999, of Dolan Family LLC (the "Company"), is entered into among the Trusts set forth on Schedule A hereto (each, a "Member" and collectively, the "Members"). Certain capitalized terms used herein without definition have the meanings specified in Article XI. The Members, by execution of this Agreement, hereby ratify the formation of a limited liability company, to be treated as a partnership for federal tax purposes, pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. ss. 18-101, et seq.), as amended from time to time (the "Act"), and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows: ARTICLE I ORGANIZATION, ETC. 1.1 Limited Liability Company. The Members hereby agree to operate the Company as a limited liability company under and pursuant to the provisions of the Act and agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein. 1.2 Admissions. Upon the execution of this Agreement or a counterpart of this Agreement, each of the Persons listed on Schedule A hereto shall become a Member. A Person shall be admitted as a Member of the Company at the time that (a) this Agreement or a counterpart of this Agreement is executed by or on behalf of such Person and (b) such Person is listed on Schedule A attached hereto. 1.3 Schedule A. The name, mailing address, Capital Commitment and Membership Percentage of each Member shall be listed on Schedule A attached hereto. The Company shall update Schedule A from time to time as necessary to accurately reflect the information therein. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended and in effect from time to time. 1.4 Authorized Person. The Members authorize, ratify and approve the execution, delivery and filing of the certificate of formation of the Company set forth as Exhibit A attached hereto and amendments thereto and restatements thereof (the "Certificate"), and agree that each of Joshua L. Targoff and William A. Frewin, Jr. is an "authorized person" within the meaning of the Act and that each of them is authorized to execute, deliver and file any amendments and/or restatements of the Certificate, any merger, cancellation or any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. 1.5 Name. The name of the Company formed hereby is "Dolan Family LLC". 1.6 Purpose. The purpose of the Company is to (i) purchase and hold Capital Interests, (ii) enter into financing arrangements with respect to Cablevision Stock and Capital Interests (iii) make loans to other Persons in order for such Persons to purchase Capital Interests, (iv) make gifts of Capital Interests, (v) take any actions authorized or contemplated by Sections 2.1 and 2.3 and (vi) engage in such other activities as may be necessary or desirable in connection therewith. 1.7 Registered Agent and Office. The Company's registered agent and office in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The Manager may designate another registered agent and/or registered office from time to time in accordance with the then applicable provisions of the Act and any other applicable laws. 1.8 Principal Place of Business. The principal place of business of the Company shall be c/o William A Frewin, Jr., 340 Crossways Park Drive, Woodbury, NY 11797. At any time, the Company may change the location of the Company's principal place of business. 1.9 Fiscal Year. The fiscal year of the Company (the "Fiscal Year") shall end on the 31st day of December in each year. The Company shall have the same fiscal year for income tax and for financial and accounting purposes. ARTICLE II MANAGEMENT 2.1 The Manager. (a) General. The business and affairs of the Company shall be managed by or under the direction of the Manager. The Manager need not be a Member. The Manager shall take such actions as may be reasonably required to (i) purchase (A) non-voting common stock in CIBC Merger Co., an Ohio Corporation ("Merger Co."), and (B) non-voting equity interests in CBC Acquisition LLC an Ohio limited liability company ("CBC LLC"), (ii) execute any agreement in connection therewith, including any agreement or undertaking required by MLB, (iii) enter into financing transactions, including, without limitation, (A) the Bear, Stearns Contract or any other forward sale or other derivative or financing agreement with respect to Cablevision Stock owned by the Company or (B) loan agreements, (iv) pledge Company assets as collateral for any such financing transactions, (v) make capital contributions to Merger Co., CBC LLC, the Team or any direct or indirect owner of the Team, (vi) act for the Company in any matter involving Merger Co., CBC LLC, the Team or any direct or indirect owner of the Team, (vii) lend to third parties funds sufficient for such parties to purchase Capital Interests, (vi) make gifts consisting of Capital Interests to Persons approved unanimously by the Members and (vii) take all such other actions as may be necessary or convenient to carry out the foregoing. Other than rights and powers 2 expressly reserved to Members by the Act and except as provided by Section 2.1(b), the Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as he deems necessary, appropriate, convenient or incidental to accomplish the purpose of the Company as set forth herein. The initial Manager shall be Edward C. Atwood. The Manager shall hold office until a successor is elected by the Members and qualified or until the Manager's earlier death, resignation or removal in accordance with Section 2.2. Upon the Manager's death, resignation or removal the Company shall elect a new Manager in accordance with Section 2.2. (b) Restrictions on the Manager. The Manager shall not: (i) do any act in contravention of any applicable law or regulation, or provision of this Agreement, or (ii) possess Company property for other than a Company purpose. (c) Manager as Agent. The Manager, to the extent of his power set forth in this Agreement, is an agent of the Company for the purpose of the Company's business, and the actions of the Manager taken in accordance with this Agreement shall bind the Company. 2.2 Special Actions of the Members. (a) The following actions may be taken by the Company only with the affirmative vote of a Majority Interest of the Members (a "Special Action of the Members"): (i) admitting Additional Members and determining Membership Percentages of Additional Members; (ii) removing the Manager; (iii) appointing a new Manager; (iv) calling for additional Capital Contributions from the Members; (v) consenting to the Transfer (as such term is defined in Section 9.2) of interests in the Company; and (vi) any other action requiring the affirmative vote of a Majority Interest of the Members under the Act. (b) The Company shall not make gifts of Capital Interests owned by the Company without the unanimous consent of the Members. Notwithstanding anything herein to the contrary, by their execution and delivery of this Agreement, the Members hereby ratify and approve the execution and delivery by the Company of the Bear, Stearns Contract and all ancillary agreements thereto, and the delivery of shares of Cablevision Stock to Bear, Stearns & Co., Inc. as collateral thereunder. 3 2.3 Ability to Bind the Company. Unless otherwise expressly provided herein, the Manager shall have the authority to sign, in the name and on behalf of the Company, (a) checks, orders, contracts, leases, notes, drafts, pledges, security agreements and other documents and instruments in connection with financing transactions (including, without limitation, pledging Cablevision Stock in connection with such financing transactions), or otherwise in the ordinary course of the business of the Company, and (b) commitments regarding the acquisition or disposition of Capital Interests (including, without limitation, the gifting of Capital Interests in accordance with Section 2.2), and other documents and instruments otherwise arising either in or outside the ordinary course of business of the Company but, in any case, consistent with the purpose of the Company set forth in Section 1.6. 2.4 Actions and Determinations of the Company. Except as expressly set forth in this Agreement or as otherwise required by the Act, whenever this Agreement provides that a determination shall be made or an action shall be taken by the Company, such determination or act may be made or taken by the Manager. 2.5 Votes of Members. (a) Any action of the Company (including actions requiring a Special Action of the Members) requiring the vote or assent of Members under this Agreement or the Act may be taken only upon notice to each Member, either personally, by telephone, mail, facsimile, or any other means of communication reasonably calculated to give notice; and reasonable efforts shall be made to allow each Member to participate in a vote on such matter. (b) Any vote referred to in Section 2.5(a) shall require the approval of a Majority in Interest of the Members. 2.6 Duties of Manager; Other Activities; etc. Neither the Manager nor any of his Affiliates shall, solely by reason of the provisions of this Agreement, suffer any restriction in his or their investment or other activities. The Manager hereby agrees, so long as he shall be the Manager, to use his reasonable best efforts to carry out the purpose of the Company and to devote to such purpose such of his time, skill and attention as shall be necessary or appropriate, provided that nothing contained in this Section 2.6 shall preclude the Manager from acting as director, officer or employee of any corporation, a trustee of any trust, an executor or administrator of any estate, a partner of any partnership or an administrative official of any other business entity, or from receiving any compensation or participating in any profits in connection with any of the foregoing, or from making investments for his own account, and no Member shall have any right to participate in any manner in any profits or income earned or derived by the Manager from or in connection with the conduct of any such other business venture or activity. 2.7 No Salaries. The Member shall not be entitled to a salary or any other compensation for the discharge of his duties unless approved by a Majority in Interest of the Members. 4 2.8 Affiliate Transactions. Without the approval of the Members, any transaction by the Manager with an Affiliate of the Manager shall be on terms no less favorable to the Company than could be obtained from an unaffiliated third party. 2.9 Cablevision Stock. Notwithstanding anything contained herein to the contrary: (a) The Company shall not sell or enter into any contract to sell or grant an option, exercise any conversion right or make any other agreement with respect to the Cablevision Stock, other than (i) in connection with the Bear, Stearns Contract, (ii) a pledge of Cablevision Stock pursuant to one or more agreements entered into to obtain funds required to make capital contributions to Merger Co., CBC LLC, the Team or any direct or indirect owner of the Team (any such agreements, together with the Bear, Stearns Contract, the "Financing Agreements"), or (iii) as required to service any such Financing Agreements; (b) the Company shall grant a proxy to vote shares of Cablevision Stock owned by the Company to the Member that contributed such Cablevision Stock; (c) a Member may, at any time, to the extent permitted by any Financing Agreement, withdraw the shares of Cablevision Stock contributed by such Member to the Company and substitute therefor cash or property of equal value; and (d) subject to the terms of any applicable Financing Agreement, the Company shall be entitled to any dividend or distribution paid on the Cablevision Stock owned by the Company. ARTICLE III THE MEMBERS 3.1 No Participation in Management, etc. Except as otherwise expressly provided herein, a Member shall not take part in the management or control of the Company's affairs, transact any business in the Company's name or have the power to sign documents for or otherwise bind the Company. 3.2 No Priority, etc. No Member shall have priority over any other Member as to the return of the amount of its Capital Contribution. ARTICLE IV CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS 4.1 Capital Contributions and Capital Commitments of the Members. Each Member shall contribute to the Company an aggregate number of shares of Cablevision Stock set forth opposite such Member's name on Schedule A. In the event that the Company calls for additional Capital Contributions in accordance with the last sentence of this Section 4.1, each Member whose Capital Commitment is so adjusted 5 shall contribute to the Company an aggregate amount of cash or securities equal to the amount of such adjustment. The Company may from time to time call for Capital Contributions for any proper Company purpose to the extent authorized pursuant to Section 2.2. ARTICLE V CAPITAL ACCOUNTS; DISTRIBUTIONS 5.1 Capital Accounts. There shall be established on the books and records of the Company a capital account (a "Capital Account") for each Member. 5.2 Adjustments to Capital Accounts. As of the last day of each Period, the balance in each Member's Capital Account shall be adjusted by (a) increasing such balance by such Member's (i) allocable share of net profit for such Period (determined in accordance with Section 5.10) and (ii) Capital Contributions, if any, made during such Period, and (b) decreasing such balance by (x) the amount of cash or the fair market value of property distributed to such Member during such Period and (y) such Member's allocable share of net loss for such Period (determined in accordance with Section 5.10). For purposes of this Agreement, the terms "net profit" and "net loss" shall include all items of income, gain, loss and deduction. 5.3 Membership Percentages. (a) Initial Membership Percentages. As of the date hereof the "Membership Percentage" of each Member shall be as set forth on Schedule A. The Membership Percentage of each Member is subject to adjustment as provided in Sections 5.3(b) and Section 10.3. (b) Adjustments. Upon the admission of an Additional Member pursuant to Section 9.1, (i) such Additional Member shall be awarded a Membership Percentage determined by a Special Action of the Members, and (ii) the Membership Percentages of each of the other Members shall be reduced by an amount equal to the product of (x) such Member's Membership Percentage and (y) the quotient obtained by dividing the Membership Percentage awarded to such Additional Member by the sum of the Membership Percentages of each of the other Members. 5.4 Distributions. Subject to Section 10.2, Distributable Cash shall be distributed to the Members pro rata in accordance with their Membership Percentages. 5.5 Overriding Provision. Notwithstanding any other provision of this Agreement, distributions shall be made only (i) if distributions are allowed to be made under Financing Agreements and (ii) to the extent of Available Assets. 5.6 Final Distribution. The final distributions following dissolution of the Company shall be made in accordance with the provisions of Section 10.2. 6 5.7 Negative Capital Accounts. No Member, except as otherwise required by law, shall be required to make up any negative balance of its Capital Account. 5.8 Section 754 Election. The Company may make the election with respect to the tax basis of assets of the Company provided for in Section 754 of the Code. 5.9 No Withdrawal of Capital. Except as otherwise expressly provided herein, no Member shall have the right to withdraw capital from the Company or to receive any distribution or return of such Member's Capital Contributions. 5.10 Allocations. Each item of income, gain, loss and deduction of the Company shall be allocated among the Capital Accounts of Members with respect to each Period as of the end of such Period pro rata in accordance with their Membership Percentages, provided that if the Company borrows money secured by a pledge of Cablevision Stock pursuant to a Financing Agreement, the interest expense and other costs incurred by the Company in connection with such loan shall be allocated to the Member whose Cablevision Stock is pledged to secure such loan. 5.11 Tax Matters. The income, gains, losses, credits and deductions recognized by the Company shall be allocated among the Members, for United States federal, state and local income tax purposes, to the extent permitted under the Code and the Treasury Regulations, in the same manner that each such item is allocated to the Members' Capital Accounts. Notwithstanding the foregoing, the Company shall have the power to make such allocations for United States federal, state and local income tax purposes as may be necessary to maintain substantial economic effect, or to insure that such allocations are, with respect to the Members and the Company, in accordance with the interests of the partners in the partnership, in each case within the meaning of the Code and the Treasury Regulations. Tax credits shall be equitably allocated by the Company. All matters concerning allocations for United States federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be equitably determined in good faith by the Tax Matters Partner (as defined below). The Member with the largest Membership Percentage, or a successor designated by the Company (the "Tax Matters Partner"), is hereby designated the tax matters partner of the Company, as provided in the Treasury Regulations pursuant to section 6231 of the Code (and any similar provisions under any other state, local or non-U.S. tax laws). Each Member hereby consents to such designation and agrees that upon the request of the Tax Matters Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Neither the Manager nor the Tax Matters Partner shall permit the Company to elect, and the Company shall not elect, to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state law. 5.12 Tax Withholding. Each Member hereby authorizes the Company to withhold and pay over any withholding or other taxes payable by the Company as a result 7 of such Member's status as a Member. To the extent such tax is paid by the Company but not withheld from a distribution being made to a Member, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time each such withholding is paid by the Company, which payment shall be considered a loan from the Company to such Member. Such loan shall bear interest at the then "applicable federal short-term rate" under the Code, and shall be repayable on demand or, at the election of the Company discharged out of distributions to which such Member would otherwise be entitled. The withholdings referred to in this Section 5.12 shall be made at the maximum statutory rate under applicable laws unless the Company has received an opinion of counsel or other evidence, satisfactory to the Company, that a lower rate is applicable, or that no withholding is applicable. The provisions of this Section 5.12 shall survive the dissolution, winding up and termination of the Company. ARTICLE VI BANKING; ACCOUNTING 6.1 Banking. All funds of the Company may be deposited in such bank, brokerage or money market accounts as shall be established by the Company. Withdrawals from and checks drawn on any such account shall be made as provided herein. 6.2 Maintenance of Books and Records; Accounts and Accounting Method. The Company shall keep or cause to be kept at the address of the Company full and accurate accounts of the transactions of the Company in proper books and records of account which shall set forth all information required by the Act. Such books and records shall be maintained on the basis utilized in preparing the Company's United States income tax returns, and such basis shall be the basis for the preparation of the financial reports to be mailed to current and former Members pursuant to Section 7.1. ARTICLE VII REPORTS TO MEMBERS 7.1 Reports to Members. The Company shall use commercially reasonable efforts to prepare and mail, within 90 days after the end of each Fiscal Year, to each Member a financial report setting forth in sufficient detail such transactions effected by the Company during such Fiscal Year as shall enable such Member (or its legal representatives) to prepare their respective income tax returns in accordance with the laws, rules and regulations then prevailing. 7.2 Tax Returns. The Company shall use commercially reasonable efforts to prepare and timely file, or cause to be prepared and timely filed, with the appropriate governmental authorities all tax returns that are required by law to be filed on behalf of the Company. A copy of each such tax return shall be promptly provided to each Member. 8 ARTICLE VIII LIABILITY, EXCULPATION AND INDEMNIFICATION 8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. 8.2 Exculpation. (a) General. To the fullest extent permitted by applicable law, no Covered Person shall be liable to the Company or any Member for any act or omission taken or suffered by such Covered Person in good faith and in the reasonable belief that such act or omission is in or is not contrary to the best interest of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute Disabling Conduct. No Member shall be liable to the Company or any Member for any action taken by any other Member. (b) Reliance Generally. A Covered Person shall incur no liability in acting upon any signature or writing reasonably believed by such Covered Person to be genuine, may rely on a certificate signed by an officer of any Person in order to ascertain any fact with respect to such Person or within such Person's knowledge, and may rely on an opinion of counsel selected by such Covered Person with respect to legal matters, except to the extent that such Covered Person engages in Disabling Conduct. Each Covered Person may act directly or through its agents or attorneys. Each Covered Person may consult with experts of its choosing, and shall not be liable for anything done, suffered or omitted in good faith and within the scope of this Agreement in reasonable reliance upon the advice of any of such Persons, except to the extent that such Covered Person engages in Disabling Conduct. No Covered Person shall be liable to the Company or any Member for any error of judgment made in good faith by a responsible officer or employee of such Covered Person or its or his Affiliates, except to the extent that such Covered Person engages in Disabling Conduct. (c) Reliance on this Agreement. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, such Covered Person shall not be liable to the Company or any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expressly restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person. (d) Not Liable for Return of Capital Contributions. No Covered Person shall be liable for the return of the Capital Contributions or Capital Account of any Member, and such return shall be made solely from available Company assets, if any, and each Member hereby waives any and all claims it may have against each Covered Person in this regard. 9 8.3 Indemnification. (a) Indemnification Generally. The Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify, hold harmless, reimburse and release each Covered Person from and against all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated ("Claims"), that may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the business and affairs of, or activities undertaken in connection with, the Company, or otherwise relating to or arising out of this Agreement, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a "Proceeding"), whether civil or criminal (all of such Claims and amounts covered by this Section 8.3(a) and all expenses referred to in Section 8.3(d) are referred to as "Damages"), except to the extent that it shall have been determined by final judgment (or settlement tantamount thereto) that such Damages arose from Disabling Conduct of such Covered Person or that such Covered Person committed a material breach of this Agreement. Notwithstanding the foregoing, no Person will be indemnified against loss for any conduct to the extent that it shall have been determined by final judgment (or settlement tantamount thereto) that the actions or inactions causing such loss constituted either (i) a violation of federal or state securities laws, or (ii) any other intentional or criminal wrongdoing by such Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement arose from a material violation of this Agreement by, or Disabling Conduct by, any Covered Person. (b) No Right to Compel Capital Contributions. Notwithstanding Sections 2.2, 4.1, and 8.3, nothing in this Agreement, express or implied, is intended or shall be construed to give any Person other than the Company or Covered Persons any legal or equitable right, remedy or claim under or in respect of this Section 8.3 or any other provision contained herein. (c) No Direct Member Indemnity. Subject to Section 8.4, Members shall not be required directly to indemnify any Covered Person. (d) Expenses, etc. To the fullest extent permitted by law, the reasonable expenses incurred by a Covered Person in defense or settlement of any Claim that may be subject to a right of indemnification hereunder shall be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined by final judgment (or settlement tantamount thereto) that the Covered Person is not entitled to be indemnified hereunder. The right of any Covered Person to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person's successors, assigns and legal representatives. 10 (e) Notices of Claims, etc. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding, provided that the failure of any Covered Person to give notice as provided herein shall not relieve the Company of its obligations under this Article VIII, except to the extent that the Company is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against a Covered Person (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to such Covered Person. After notice from the Company to such Covered Person of the Company's election to assume the defense of such Proceeding, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect of such Claim. 8.4 Return of Distributions. For a period of two years after the dissolution of the Company, each Person who was a Member of the Company shall severally indemnify and hold harmless each Covered Person for such Member's ratable share (based on the aggregate distributions received by all Members) of Damages, on the same terms and to the same extent as if such indemnity were given by the Company pursuant to Section 8.3(a) but without regard to Sections 8.3(c), (d) or (e). The aggregate amount of a Member's obligations under this Section 8.4 shall not exceed an amount equal to the excess of (i) distributions from the Company theretofore received and retained by such Member over (ii) the aggregate amount of U.S. federal, state and local income tax liabilities of such Member arising from the allocations made pursuant to this Agreement, determined based on the maximum U.S. federal and New York State tax rates applicable to individuals, and taking into account the deductibility of state and local taxes. ARTICLE IX ADMISSION OF ADDITIONAL MEMBERS; TRANSFERS 9.1 Admission of Additional Members. Upon a Special Action of the Members, and, if applicable, the obtaining of requisite consents referred to in Section 9.3, one or more Permitted Persons may be admitted as a Member (each, an "Additional Member"). In connection with the admission of any such Additional Member, the Capital Commitment and Membership Percentage (determined in accordance with Sections 2.2 and 5.3) for such Additional Member and each continuing Member shall be determined by the Company, and Schedule A hereto shall be amended to reflect the admission of such Additional Member. Each such Permitted Person shall be admitted as an Additional Member at the time such Permitted Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Member on Schedule A hereto. 11 9.2 Transfer by Members. (a) General. No Member may assign, sell, convey, pledge, mortgage, encumber, hypothecate or otherwise transfer in any manner whatsoever (a "Transfer") all or any part of his, her or its interest in the Company without the express prior written consent of the Company, acting by Special Action of the Members (which consent may be withheld in the sole and absolute discretion of the Company) and, if applicable, the requisite consents referred to in Section 9.3, provided that a Member that is a Trust may distribute part or all of its interest in the Company to one or more beneficiaries of such Trust if the beneficiary receiving such distribution agrees to be admitted as an Additional Member as provided in Section 9.1 and such transaction complies with Section 9.3. 9.3 Other Transfer Restrictions. Notwithstanding anything to the contrary contained in this Agreement, (i) any sale, transfer, assignment, gift or bequest, grant of a security interest, pledge or other encumbrance of any interest in the Company or any Capital Interest (including, without limitation, any Control Interest (as defined in the Major League Agreement)), any change in the identity or control of any Member, and any admission of a new Member or any material amendment to this Agreement shall be subject to and made in accordance with the Major League Agreement, the Constitution of the American League of Professional Baseball Clubs (the "League"), the MLB rules and any other rules, guidelines, regulations, or requirements of the Office of the Commissioner of Baseball (the "Commissioner"), the League, the League President and/or the Ownership Committee of MLB, as applicable, all as the same now exist or may be amended or adopted in the future (collectively, the "MLB Consents"); (ii) any such sale, transfer, assignment, gift or bequest, grant of a security interest, pledge, encumbrance, change, admission or amendment that requires any MLB Consents is prohibited and shall be null and void unless all applicable consents are obtained in advance; (iii) any such consent may be withheld at the sole and absolute discretion of the Commissioner, the League, the League President, the Ownership Committee of MLB and/or the MLB Clubs, as applicable. 9.4 Transfers in Violation of Agreement Not Recognized. No attempted Transfer or substitution shall be recognized by the Company unless effected in accordance with and as permitted by this Agreement. 9.5 Further Actions. To the extent necessary in the sole discretion of the Company, the Company shall cause this Agreement to be amended to reflect as appropriate the occurrence of any of the transactions referred to in this Article IX as promptly as is practicable after such occurrence. ARTICLE X DISSOLUTION AND TERMINATION OF THE COMPANY 10.1 Dissolution. There will be a dissolution of the Company and its affairs shall be wound up upon the first to occur of any of the following events: 12 (a) the vote of two-thirds in interest of the Members to dissolve the Company, provided that if Section 18-801 of the Act requires a different percentage vote for dissolution, such percentage shall be required for dissolution hereunder; or (b) the entry of a decree of judicial dissolution pursuant to section 18-802 (or any successor provision) of the Act. 10.2 Distribution Upon Dissolution. Upon the dissolution of the Company, the Manager (or, if dissolution of the Company should occur by reason of Section 10.1(b), a duly elected liquidating trustee of the Company or other representative who may be designated by a Majority in Interest of the Members) shall proceed, subject to the provisions of this Article X, to liquidate the Company and apply the proceeds of such liquidation, or in its sole discretion to distribute Company assets, in the following order of priority: First, to creditors in satisfaction of debts and liabilities of the Company, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Members to the Company); to the expenses of liquidation, whether by payment or the making of reasonable provision for payment; and to the establishment of any other reasonable reserves (which may be funded by a liquidating trust) in amounts deemed by the Manager (or any duly elected liquidating trustee or other duly designated representative) to be reasonably necessary for the payment of the Company expenses, liabilities and other obligations (whether fixed or contingent or conditional or unmatured); Second, to the Members in satisfaction of any loans or advances that may have been made by any of the Members to the Company, whether by payment or the making of reasonable provision for payment; and Third, to the Members pro rata in accordance with their Membership Percentages. 10.3 Distributions in Cash or in Kind. Upon the dissolution of the Company, the Manager (or any duly elected liquidating trustee or other duly designated representative) shall use all commercially reasonable efforts to liquidate all of the Company assets in an orderly manner and apply the proceeds of such liquidation as set forth in Section 10.2, provided that (a), if in the good faith judgment of the Manager (or such liquidating trustee or other representative), a Company asset should not be liquidated, the Manager (or such liquidating trustee or other representative) shall allocate, on the basis of the value (determined in the good faith judgment of the Manager) of any Company assets not sold or otherwise disposed of, any unrealized gain or loss based on such value to the Members' Capital Accounts as though the assets in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in accordance with Section 10.2, subject to the priorities set forth in Section 10.2, and (b) the Manager (or such liquidating trustee or other representative) will in 13 good faith attempt to liquidate sufficient Company assets to satisfy in cash (or make reasonable provision for) the debts and liabilities referred to in paragraph First of Section 10.2 and (c) the Manager (or such liquidating trustee or other representative) will in good faith attempt to liquidate sufficient Company assets to satisfy in shares of Cablevision Stock the debts and liabilities referred to in paragraph Second of Section 10.2. 10.4 Time for Liquidation, etc. A reasonable time period shall be allowed for the orderly winding up and liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Manager (or any duly elected liquidating trustee or other duly designated representative) to seek to minimize potential losses upon such liquidation. The provisions of this Agreement shall remain in full force and effect during the period of winding up and until the filing of a certificate of cancellation of the Company with the Secretary of State of the State of Delaware. 10.5 Termination. Upon completion of the foregoing, the Manager (or any duly elected liquidating trustee or other duly designated representative) shall execute, acknowledge and cause to be filed a certificate of cancellation of the Certificate with the Secretary of State of the State of Delaware. 10.6 Bankruptcy of a Member. The bankruptcy (as defined in section 18-101(1) of the Act) of a Member shall not cause such Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall continue without dissolution. ARTICLE XI DEFINITIONS 11.1 As used herein the following terms have the meanings set forth below: "ACT" shall mean the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101 et seq., as amended from time to time, and any successor to such statute. "ADDITIONAL MEMBER" shall have the meaning set forth in Section 9.1. "ADJUSTMENT DATE" shall mean the last day of each fiscal quarter of the Company or any other date determined by the Manager as appropriate for an interim closing of the Company's books. "AFFILIATE" shall mean, with respect to any specified Person, (i) a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified, (ii) a trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in another similar fiduciary capacity, and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person. 14 "AGREEMENT" shall mean this Limited Liability Company Agreement of the Company, as from time to time amended, supplemented or restated. "AVAILABLE ASSETS" shall mean as of any date the excess of the cash or cash equivalent items held by the Company over the sum of the amount of such items determined by the Manager to be reasonably necessary for the payment of the Company's expenses, liabilities and other obligations (whether fixed or contingent), and for the establishment of appropriate reserves for such expenses, liabilities and obligations as may arise, including the maintenance of adequate working capital for the continued conduct of the Company's business. "BEAR, STEARNS CONTRACT" shall mean the Confirmation, dated November 3, 1999, between the Company and Bear, Stearns International Limited, as amended from time to time. "CABLEVISION" shall mean Cablevision Systems Corporation, a Delaware corporation. "CABLEVISION STOCK" shall mean the shares of Class B Common Stock of Cablevision, par value $.01 per share, and any capital stock into which such Cablevision Stock is converted or otherwise exchanged. "CAPITAL ACCOUNT" shall have the meaning set forth in Section 5.1. "CAPITAL COMMITMENT" shall mean, with respect to any Member, the amount set forth opposite the name of such Member on Schedule A. "CAPITAL CONTRIBUTION" shall mean, with respect to any Member, the amount of capital contributed by such Member to the Company pursuant to Section 4.1 and the other provisions of this Agreement. "CAPITAL INTERESTS" shall mean the common stock of Merger Co. and the equity interests of CBC LLC, and, after the consummation of the purchase by Merger Co. and CBC LLC of the Team, any capital stock or other equity interest evidencing direct or indirect ownership of the Team. "CBC LLC" shall have the meaning set forth in Section 2.1. "CERTIFICATE" shall have the meaning set forth in Section 1.4. "CLAIM" shall have the meaning set forth in Section 8.3. "CODE" shall mean the Internal Revenue Code of 1986, as amended. "COMPANY" shall have the meaning set forth in the initial paragraph of this Agreement. 15 "COVERED PERSON" shall mean any Member and the Manager and each such Member's and Manager's Affiliates, and their respective trustees, beneficiaries, legal representatives and agents. "DAMAGES" shall have the meaning set forth in Section 8.3. "DISABLING CONDUCT" of any Person shall mean conduct by such Person that constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of duty in the conduct of such Person. "DISTRIBUTABLE CASH" shall mean the excess of the sum of cash receipts of all kinds over cash disbursements and other expenses of the Company, less Reserve Amounts. "FINANCING AGREEMENTS" shall have the meaning set forth in Section 2.7(a). "FISCAL YEAR" shall mean the fiscal year of the Company, as determined pursuant to Section 1.9. A "MAJORITY IN INTEREST OF THE MEMBERS" shall mean those Members holding more than 50% of the Membership Percentages. "MAJOR LEAGUE AGREEMENT" means the Major League Agreement, executed January 12, 1921, among the American League of Professional Baseball Clubs and each of its members and the National League of Professional Baseball Clubs, and each of its members, as such agreement has been amended and may be amended from time to time. "MANAGER" shall mean the Person appointed or elected and serving from time to time as Manager pursuant to Section 2.1. The Manager shall be a "manager" within the meaning of the Act. "MERGER CO." shall have the meaning set forth in Section 2.1. "MEMBERS" shall mean members listed in Schedule A from time to time, in their capacities as members of the Company. "MEMBERSHIP PERCENTAGE" shall mean, with respect to any Member, the percentage set forth opposite such Member's name on Schedule A hereto. "MLB" shall mean the Major League Baseball, including the American League of Professional Baseball Clubs and the National League of Professional Baseball Clubs and the Office of the Commissioner. "PERIOD" shall mean, for the first Period, the period commencing on the date of this Agreement and ending on the next Adjustment Date. All succeeding Periods 16 shall commence on the day after an Adjustment Date and end on the next Adjustment Date. "PERMITTED PERSON" means Charles F. Dolan, his spouse, any person related to Charles F. Dolan by reason of being his ancestor or descendant (natural or adopted), or any person who is a trustee for, or is acting on behalf of, any such persons, provided, that a Permitted Person shall also include any Person to whom Cablevision Stock may be transferred without triggering the requirement that such Cablevision Stock be converted to Class A Common Stock of Cablevision, par value $.01 per share, under the Registration Rights Agreement, dated as of January 27, 1986, between CSC Holdings, Inc., a Delaware corporation, and Cablevision Systems Company, an Illinois General Partnership, as such agreement may be amended or otherwise modified from time to time. "PERSON" shall mean any individual, entity, corporation, partnership, association, joint-stock company, limited liability company, trust or unincorporated organization. "PROCEEDING" shall have the meaning set forth in Section 8.3. "RESERVE AMOUNTS" shall mean reasonable amounts held in reserve in order to make such provision as the Company, in its discretion, deems necessary or advisable for any and all reasonably anticipated liabilities, contingent or otherwise, of the Company. Any such amounts held in reserve may, but need not be, invested by the Company in such interest bearing investments as the Company may determine in its discretion. "SPECIAL ACTION OF THE MEMBERS" shall have the meaning set forth in Section 2.2. "TAX MATTERS PARTNER" shall have the meaning set forth in Section 5.11. "TEAM" shall mean the Cleveland Indians Baseball Company Limited Partnership, an Ohio limited partnership. "TRANSFER" shall have the meaning set forth in Section 9.2. "TRUST" shall mean any trust set forth on Schedule A from time to time. "TREASURY REGULATIONS" shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code. ARTICLE XII AMENDMENTS 12.1 Except as otherwise expressly provided herein, this Agreement may be modified or amended, and any provision hereof may be waived, by a writing signed by 17 the Manager upon a majority vote of the Members, provided that no such modification, amendment or waiver that would alter (i) any Member's Capital Commitment, Capital Contribution or obligations pursuant to Section 8.4, shall be effective without the consent of such Member or (ii) the duties and obligations of the Manager hereunder shall be effective without the consent of the Manager. ARTICLE XIII MISCELLANEOUS 13.1 Waiver of Partition. Each of the Members hereby irrevocably waives any and all rights that it may have to maintain any action for partition of any of the Company's property. 13.2 Choice of Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. 13.3 Notices. All notices, requests, demands and other communications relating to this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, registered mail, first-class postage paid, if to the Members, at the addresses set forth on Schedule A hereto, and if to the Company, at the address referred to in Section 1.7, or to such other address as any Member or the Company shall have last designated by notice to the Company and the other Members, as the case may be. Notices mailed in accordance with the foregoing shall be deemed to have been given and made three days following the date so mailed, provided that any notice to a Member shall be effective only if and when received by such Member and any notice to the Company shall be effective only if and when received by the Manager. 13.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and together shall constitute a single agreement. 13.5 Table of Contents and Headings. The table of contents and the headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof. 13.6 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties and to their respective heirs, executors, administrators, successors and permitted assigns. 13.7 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 18 13.8 Non-Waiver. No provision of this Agreement shall be deemed to have been waived except if the giving of such waiver is contained in a written notice given to the party claiming such waiver and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. 13.9 Survival of Certain Provisions. The obligations of each Member pursuant to Section 8.4 shall survive the termination of this Agreement. 19 IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement of Dolan Family LLC as of the day and year first above written. /s/ Kathleen M. Dolan ----------------------- KATHLEEN M. DOLAN, as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust and Dolan Spouse Trust /s/ Deborah Dolan Sweeney --------------------------- DEBORAH DOLAN SWEENEY, as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust and Dolan Spouse Trust /s/ Marianne Dolan Weber -------------------------- MARIANNE DOLAN WEBER, as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust and Dolan Spouse Trust /s/ Edward Atwood ------------------- EDWARD ATWOOD, as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust and Dolan Spouse Trust 20 Capital Contributions, Etc.
Capital Membership Member Commitment Percentage ------ ---------- ---------- Dolan Descendants Trust 1,631,000 shares 32.62% Dolan Progeny Trust 2,025,500 shares 40.51% Dolan Grandchildren Trust 1,174,000 shares 23.48% Dolan Spouse Trust 169,500 shares 3.39% TOTAL: 5,000,000 shares 100% ================ =====
Each Member's address is: c/o William A. Frewin, Jr., 340 Crossways Park Drive, Woodbury, NY 11797. 21 EX-99.7 12 y94884exv99w7.txt AGREEMENT Exhibit 7 BEAR STEARNS BEAR, STEARNS INTERNATIONAL LIMITED ONE CANADA SQUARE LONDON E14 5AD, ENGLAND TEL: 0171-516-6390 FAX: 0171-516-6805 REGULATED BY SFA CONFIRMATION Reference Number: NY9741 November 3, 1999 Dolan Family LLC c/o Mr. Bruce D. Haims Debevoise & Plimpton 875 Third Avenue New York, NY 10022 Dear Mr. Haims: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into on the date specified above (the "Transaction") between Bear, Stearns International Limited ("Bear Stearns") and Dolan Family LLC ("Counterparty"). This letter agreement constitutes the sole and complete "Confirmation," as referred to in the Master Agreement specified below, with respect to this Transaction. 1. In lieu of negotiating an ISDA Master Agreement and Schedule, Bear Stearns and Counterparty hereby agree that an agreement in the form of the ISDA Master Agreement (Multiicurrency-Cross Border) (the "Form Master Agreement") as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), with a Schedule attached thereto containing all elections, modifications and amendments thereto contained in "Elections, Modifications and Amendments Under the Form Master Agreement" below (as so supplemented, the "Master Agreement") shall be deemed to have been executed by both of us on the date hereof. This Confirmation and the Transaction to which it relates, as well as all other Transactions between us (unless otherwise specified in the Confirmations relating to such Transactions) shall supplement, form a part of and be subject to such Master Agreement. All provisions contained in, or incorporated by reference to the Master Agreement shall govern the Transaction referenced in this Confirmation, as well as all other Transactions between the parties heretofore or hereafter entered into, except as expressly modified herein or therein. THUS THIS CONFIRMATION CONSTITUTES BOTH A MASTER AGREEMENT AND A CONFIRMATION THEREUNDER. Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 2 of 34 This Confirmation is subject to and incorporates the 1991 ISDA Definitions (the "Definitions") and the 1996 Equity Derivatives Definitions (the "1996 Definitions"), each as published by ISDA. In the event of any inconsistency between this Confirmation and the Definitions or the Master Agreement, this Confirmation shall prevail. 2. This Transaction consists of a pre-paid forward purchase transaction relating to the Shares specified below. The terms of the particular Transaction to which this Confirmation relates are as follows: GENERAL TERMS RELATING TO THE TRANSACTION: Purchaser: Bear Stearns Seller: Counterparty Base Amount: 5,000,000 Shares; provided, that the Base Amount may be decreased, but to not less than 4,000,000 Shares, subject to an agreement between Seller and Purchaser on or prior to the second Exchange Business Day prior to the Initial Level Start Date. Floor Price: The product of 90% and the Initial Price Cap Price: The product of 135% and the Initial Price Shares: The Class A Common Stock of Cablevision Systems Corporation currently trading under the ticker symbol CVC. Issuer: In accordance with Section 1.13 of the 1996 Definitions, the "Issuer" shall mean the issuer of the Shares. Exchange: AMEX Related Exchange(s): The exchanges or quotation systems, if any, on which options or futures contracts on the Shares are traded or quoted, and as may be selected from time to time by the Calculation Agent. Calculation Agent: Bear Stearns, unless an Event of Default as to which Bear Stearns is the Defaulting Party shall have occurred and be continuing, in which case the Calculation Agent shall be a leading dealer in the Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 3 of 34 relevant market selected by the Counterparty in good faith. In making any determination or calculation hereunder, the Calculation Agent shall behave in good faith and with that standard of commercial reasonableness applicable to leading dealers in the relevant market acting as calculation agent. Following any determination or calculation made by the Calculation Agent, the Calculation Agent shall notify the parties of such determination or calculation and shall stand ready to discuss such calculation or determination with the parties. PREPAYMENT AMOUNT: Payment of Prepayment Amount: On the Prepayment Amount Payment Date, the Purchaser will pay the Prepayment Amount to Seller. Prepayment Amount: An amount equal to the product of (a) 68.3% and (b) the Base Amount and (c) the Initial Price. End Initial Level Date: The last to occur of the Initial Level Dates. Prepayment Amount Payment Date: The third Exchange Business Day following the End Initial Level Date (or, if any such day is not a Currency Business Day, the next succeeding Currency Business Day). DETERMINATION OF INITIAL PRICE: Initial Price: The arithmetic average of (a) Initial Reference Price on each Initial Level Date minus (b) USD 0.08. The Calculation Agent will provide notice to the parties of the Initial Price promptly following the final determination of the Initial Price. Initial Reference Price: VWAP as reported by the Exchange on the relevant Initial Level Date. VWAP: For any Initial Level Date, the volume-weighted average price per Share of the Shares traded on the Exchange on that date, as shown on Bloomberg, or, Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 4 of 34 should Bloomberg fail to display such information with respect to an Initial Level Date, or should the information provided by Bloomberg as to any Initial Level Date be determined by the Calculation Agent to be incorrect with respect to that Initial Level Date, an alternate source of VWAP (which shall be based on objective information) as determined by the Calculation Agent. Initial Level Dates: Each of the 40 Exchange Business Days from and including the Initial Level Start Date through and including the 39th Exchange Business Day immediately following the Initial Level Start Date. The Initial Level Dates and the Initial Reference Prices of the Shares shall be determined in accordance with the provisions of Section 4.4(d) of the 1996 Definitions as if this Transaction were a Share Transaction for which Modified Postponement had been specified under "Averaging Date Market Disruption," as if each Initial Level Date were an Averaging Date, as if the End Initial Level Date were the related Valuation Date and as if Market Disruption Event had the meaning specified under Initial Level Date Market Disruption Event below. Initial Level Date Market Disruption Event: Shall have the meaning specified in Section 4.3 of the 1996 Definitions for the term "Market Disruption Event," with this Transaction being deemed a "Share Transaction" and the Shares being deemed the "Shares" for purposes of such Section, except that the words "during the one-half hour period that ends at the relevant Valuation Time" shall be deleted. DETERMINATION OF INITIAL LEVEL START DATE: Initial Level Start Date: The earlier to occur of (a) any Counterparty Elective Start Date (as described below) and (b) January 7, 2000 (such date set forth in this clause (b), the "Outside Initial Level Start Date"). Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 5 of 34 Counterparty's Right to Designate Elective Start Date: The Counterparty shall have the right, but not the obligation, to select a "Counterparty Elective Start Date," subject to the condition precedent to exercise of such right that the Counterparty shall have delivered the documents required to be delivered by it pursuant to "Documents to Be Delivered" below. Notice of selection of a Counterparty Elective Start Date must be given to Bear Stearns between the hours of 9:00 a.m. and 4:00 p.m. (New York time) not fewer than two Exchange Business Days prior to the proposed Counterparty Elective Start Date. Such notice shall be given telephonically or in writing (including via facsimile transmission) and shall be irrevocable when given. The actual receipt by Bear Stearns of any notice in writing shall be confirmed telephonically, and no such notice shall be effective against Bear Stearns until such receipt is so confirmed. Bear Stearns will execute and deliver to Counterparty a written confirmation confirming the substance of any telephonic notice of selection received by Bear Stearns within one Exchange Business Day of that notice. Failure to provide such written confirmation will not affect the validity of the Counterparty's telephone notice. Negotiation of Extension: In the event that the Counterparty wishes to extend the Outside Initial Level Start Date, the parties agree to negotiate in good faith to arrive at acceptable modifications to this Transaction, including, but not limited to, the calculation of Prepayment Amount and the Base Amount, Cap Price and Floor Price. However, if the parties do not agree upon such modifications, this Transaction will proceed upon the terms herein specified, unless the Counterparty timely exercises the rights granted it in "Optional Termination" below. DETERMINATION OF PRICING DATES: Group of Pricing Dates: With respect to any Maturity Date, such Maturity Date and the 39 Exchange Business Days immediately following such Maturity Date. All Pricing Dates are Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 6 of 34 subject to adjustment in accordance with the provisions of "Pricing Date Market Disruption" below. Maturity Dates: Each of June 16, 2003, December 16, 2003 and June 16, 2004, or if any such date is not an Exchange Business Day, the next following Exchange Business Day. The Maturity Dates and all other Pricing Dates (including End Pricing Dates) are subject to adjustment in accordance with the provisions of "Pricing Date Market Disruption" below. Pricing Dates: Collectively, all of the Pricing Dates (including the Maturity Date and the End Pricing Date) which comprise a Group of Pricing Dates. All Pricing Dates are subject to adjustment in accordance with the provisions of "Pricing Date Market Disruption" below. End Pricing Dates For any Group of Pricing Dates the "End Pricing Date" shall mean the last Pricing Date to occur in such Group of Pricing Dates. PRICING DATE MARKET DISRUPTION: Consequence of Pricing Date Market Disruption Event: The provisions of Section 4.4(d) of the 1996 Definitions will apply as if this Transaction were a Share Transaction for which Modified Postponement had been specified under "Averaging Date Market Disruption," as if each Pricing Date in respect of a Group of Pricing Dates were an Averaging Date, as if the End Pricing Date in respect of a given Group of Pricing Dates were the related Valuation Date, as if the Valuation Time were the close of trading on the Exchange and as if Market Disruption Event had the meaning specified under "Pricing Date Market Disruption Event" below. Pricing Date Market Disruption Event: Shall have the meaning specified in Section 4.3 of the 1996 Definitions for the term "Market Disruption Event," with this Transaction being deemed a "Share Transaction" and the Shares the "Shares" for purposes Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 7 of 34 of such Section. RIGHT OF SELLER TO ELECT CASH SETTLEMENT: With respect to any Group of Pricing Dates, Seller shall have the right to elect that the Cash Settlement Terms set forth below shall apply to that Group of Pricing Dates and the related Settlement Date. If no election is made, then the Physical Settlement Terms set forth below will apply to that Physical of Pricing Dates and the related Settlement Date. Notice of an election that the Cash Settlement Terms shall apply to a Group of Pricing Dates must be given to Bear Stearns between the hours of 9:00 a.m. and 4:00 p.m. (New York time) not less than five Exchange Business Days prior to the Maturity Date for the relevant Group of Pricing Dates. Such notice shall be given telephonically or in writing (including via facsimile transmission) and shall be irrevocable when given. The actual receipt by Bear Stearns of any notice in writing shall be confirmed telephonically, and no such notice shall be effective against Bear Stearns until such receipt is so confirmed. Bear Stearns will execute and deliver to Counterparty a written confirmation confirming the substance of any telephonic notice of election received by Bear Stearns within one Exchange Business Day of that notice. Failure to provide such written confirmation will not affect the validity of the Counterparty's telephone notice. PHYSICAL SETTLEMENT TERMS: Physical Settlement: On the relevant Settlement Date, Seller will deliver the related Number of Shares to be Delivered. Such delivery will be made on the relevant Settlement Date through the Clearance System at the accounts specified in this Confirmation and will be made on a "free" basis. In addition, on the relevant Settlement Date, Seller will pay to the Purchaser at the accounts specified in Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 8 of 34 this Confirmation cash in an amount equal to the related Rounding Correction. All such deliveries will be made at or before 12:00 noon (New York time) on the relevant Settlement Date. Number of Shares to be Delivered: Notwithstanding Section 6.3 of the 1996 Definitions, the "Number of Shares to be Delivered" for the relevant Settlement Date will be a number of Shares equal to the related Delivery Amount for the related Group of Pricing Dates, with such number of Shares being rounded down to the nearest whole Share. Relevant Price: With respect to any Pricing Date, the closing price per Share, as reported by the Exchange on such Pricing Date. Delivery Amount: With respect to any Group of Pricing Dates, the sum of the number of Shares calculated for each Pricing Date in such Group of Pricing Dates as follows: (a) if the Relevant Price on a Pricing Date is greater than or equal to the Cap Price, then: Base Amount Floor Price + Relevant Price - Cap Price ----------- * ---------------------------------------- 120 Relevant Price (b) if the Relevant Price on a Pricing Date is less than the Cap Price but greater than the Floor Price, then: Base Amount Floor Price ----------- * -------------- 120 Relevant Price (c) if the Relevant Price on a Pricing Date is less than or equal to the Floor Price, then: Base Amount ----------- 120 Rounding Correction: With respect to any Group of Pricing Dates, an amount equal to the product of (a) the Relevant Price on the End Pricing Date for such Group of Pricing Dates and Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 9 of 34 (b) the difference, if any, between (i) the Delivery Amount for such Group of Pricing Dates and (ii) the Number of Shares to be Delivered for such Group of Pricing Dates. Settlement Date: For any Group of Pricing Dates, the third Exchange Business Day following the End Pricing Date related to such Group of Pricing Dates. Settlement Date shall have the meaning set forth in Section 6.2 of the 1996 Definitions, save that the references in such provision to "Exercise Date" will be deemed to be references to the "End Pricing Date in respect of the related Group of Pricing Dates". Prospectus Delivery Requirement: In conjunction with delivery of the Shares on any Settlement Date, not less than two Exchange Business Days prior to the related Settlement Date, the Seller will be obligated to deliver to Bear Stearns either: (a) an opinion of counsel, in form and substance satisfactory to Bear Stearns, stating that any resale by Bear Stearns of the Shares delivered to it hereunder on such Settlement Date will be exempt from the prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"); or (b) a prospectus in form and substance satisfactory to Bear Stearns, forming a part of a registration statement, which has been declared effective by the United States Securities and Exchange Commission and relating to the Shares. The Counterparty shall cause the Issuer to keep the related registration statement effective for 90 Exchange Business Days following the related Settlement Date. (c) In the event that the Counterparty, having exhausted its best efforts, is unable to deliver the prospectus required by (b), the Counterparty may delay the affected Settlement Date until it can deliver the prospectus, but by no more than sixty calendar Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 10 of 34 days. As a condition to Counterparty's right to so delay, on the date which, but for this provision, would have been the affected Settlement Date, the Counterparty shall pay to Bear Stearns an amount equal to the product of (i) one percent and (ii) one-third and (iii) the Base Amount and (iv) the Relevant Price on the End Pricing Date relating to the affected Settlement Date. (d) Failure to deliver an opinion as required by (a) or the prospectus as required by (b) or (c) shall constitute a failure to deliver for purposes of Section 2(a)(ii) of the Master Agreement, notwithstanding anything to the contrary contained herein, in the 1996 Definitions or the Master Agreement. However, Bear Stearns agrees that, to the extent that doing so will not expose it to any additional expense or risk, it will negotiate in good faith with the Counterparty to determine on what terms (if any) it would be willing to readjust the this Transaction to permit the Counterparty to further delay delivery of the prospectus. Applicability of Certain Sections of the 1996 Definitions: Sections 6.6 (Expenses) and, except to the extent expressly set forth to the contrary herein, 6.7 (Dividends) of the 1996 Definitions will apply to any delivery of Shares hereunder, save that the reference to "Exercise Date" will be deemed to be a reference to the "End Pricing Date in respect of the related Group of Pricing Dates". Section 6.8 (Representation and Agreement) of the 1996 Definitions will apply to any delivery of Shares hereunder. For the avoidance of doubt, the representations and warranties set forth in "Additional Representations and Warranties of the Counterparty" below relating to the delivery of Shares hereunder apply to any delivery of Shares hereunder. Section 6.9 (Failure to Deliver) of the 1996 Definitions will apply to any obligation to deliver Shares hereunder, save that the reference to "Exercise Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 11 of 34 Date" will be deemed to be a reference to "Pricing Date." Section 6.10 (Default Interest) of the 1996 Definitions will apply to any obligation to deliver Shares hereunder. Sections 6.6 through 6.10 of the 1996 Definitions will be applied as if this Transaction were an "Option Transaction". Clearance System: The principal domestic clearance system customarily settling trades in the Shares on a "free" delivery basis as at the End Pricing Date in respect of the related Group of Pricing Dates, as selected by the Calculation Agent, subject to "Settlement by Delivery of Collateral" below. Settlement by Delivery of Collateral: The parties agree that if Bear Stearns would otherwise be obligated to return Collateral (as defined in the "Collateral Provisions" below) in accordance with the Collateral Provisions and Seller would otherwise be obligated to deliver Shares hereunder, Bear Stearns may, at its sole option. retain Collateral consisting (i)first of Shares held as Collateral (but only to the extent of the number of Shares required to be delivered by Seller) and (ii) second of the Class B Common (as defined below) held as Collateral (but only to the extent of the number of Shares required to be delivered by Seller less the number of Shares retained under clause (i)) and Seller will thereupon not be obligated to deliver the Shares to the extent of any Shares and Class B Common so retained. Bear Stearns shall notify the Counterparty of its intention to so retain Collateral not less than five Exchange Business Days prior, to any Settlement Date on which it proposes to exercise its right to retain Collateral. The "Settlement by Delivery of Collateral" as described above, shall take place, as to Seller, in the collateral account maintained by Seller at Bear Stearns. By executing this Confirmation Seller hereby authorizes Bear Stearns to retain Collateral as Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 12 of 34 aforementioned. In the event that Bear Stearns retains Collateral consisting of Class B Common (as defined below). Bear Stearns shall, at the time it submits such Class B Common for reregistration on the books of the Issuer, also convert such Class B Common to Shares, all in accordance with the provisions of the Registration Rights Agreement (as defined below). CASH SETTLEMENT TERMS: Payment: With respect to any Group of Pricing Dates, on the related Cash Settlement Payment Date, Seller will pay to Bear Stearns the related Cash Settlement Amount, if any. Cash Settlement Payment Date: With respect to any Group of Pricing Dates, the third Exchange Business Day following the End Pricing Date for such Group of Pricing Dates, or if such date is not a Currency Business Day, the next following Currency Business Day. Cash Settlement Amount: With respect to any Group of Pricing Dates, the sum of the following amounts, calculated for each Pricing Date in such Group of Pricing Dates as follows: (a) if the Relevant Price on a Pricing Date is greater than or equal to the Cap Price, then: Base Amount ----------- * (Floor Price + Relevant Price - Cap Price) 120 (b) if the Relevant Price on a Pricing Date is less than the Cap Price but greater than the Floor Price, then: Base Amount ----------- * Floor Price 120 (c) if the Relevant Price on a Pricing Date is less than of equal to the Floor Price, then: Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 13 of 34 Base Amount ----------- * Relevant Price 120 WHERE: "Relevant Price" is the Relevant Price which would have applied to each of the related Pricing Dates had Seller not elected or been deemed to have elected that these Cash Settlement Terms apply. ADJUSTMENTS IN RESPECT OF DIVIDENDS: Determinations and Obligations: If there are one or more cash dividends payable by the Issuer on the Shares having an "ex-dividend" date during the period from but excluding the Initial Level Start Date to and including the last to occur of the End Pricing Dates, then the Calculation Agent shall make such adjustments as it deems necessary to preserve the economic effect which would have obtained had the Issuer continued to pay no cash dividends. Such adjustments may be made to any one or more of the Cap Price, the Floor Price and the Base Amount (which, for the avoidance of doubt, would result, as more fully described in the "Collateral Provisions" below, in an adjustment to the amount of Collateral required to be maintained hereunder) and any other variable relevant to the settlement or payment terms of this Transaction, as well as variables relevant to the Collateral Provisions below. If there are one or more current dividends or distributions in property (other than Shares) to holders of Shares having an "ex-dividend" date during the period from but excluding the Initial Level Stan Date to and including the last to occur of the End Pricing Dates, then the Calculation Agent shall make such adjustments as it deems necessary to preserve the economic effect which would have obtained had the Issuer not made such dividend or distribution. Such adjustments may be made to any one or more of the Cap Price, the Floor Price and the Base Amount (which, for the avoidance of doubt, would result, as more fully described in the "Collateral Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 14 of 34 Provisions" below, in an adjustment to the amount of Collateral required to he maintained hereunder) and any other variable relevant to the settlement or payment terms of this Transaction, as well as the number of Total Released Shares and any either variable relevant to the Collateral Provisions below. However, the parties agree that if either party so requests, they shall negotiate in good faith to make adjustments to the terms of this Transaction which would result in an adjustment to the Base Amount such that both the Shares and the distributed or dividend property would be comprised in the Base Amount, and to make any corresponding changes to the Cap Price, the Floor Price and the Base Amount (which, for the avoidance of doubt, would result, as more fully described in the "Collateral Provisions" below, in an adjustment to the amount of Collateral required to be maintained hereunder) and any other variable relevant to the settlement or payment terms of this Transaction, as well as the number of Total Released Shares and any other variable relevant to the Collateral Provisions below. In the event that any adjustment is made under this section (whether by the Calculation Agent or by agreement of the parties) which does not require payment by the Counterparty of an amount in respect of, or the retention by Bear Stearns as Collateral of, any dividend or distribution on the Class B Common or Shares, Bear Stearns shall, as more fully set forth in clause (c) of the "Collateral Provisions" below, pay or deliver such dividends or other distributions to the Counterparty upon the effectiveness of such adjustment to the terms of this Transaction. ADJUSTMENTS: Method of Adjustment: Following the declaration by the Issuer of the terms of any event which would be a Potential Adjustment Event with respect to the Shares, the Calculation Agent shall determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Shares and, if so, will (a) make the corresponding adjustments to any one or more of the Cap Price, the Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 15 of 34 Floor Price and the Base Amount (which, for the avoidance of doubt, would result, as more fully described in the "Collateral Provisions" below, in an adjustment to the amount of Collateral required to be maintained hereunder) and any other variable relevant to the settlement or payment terms of this Transaction, as well as the number of Total Released Shares and any other variable relevant to the Collateral Provisions below, as the Calculation Agent determines appropriate to account for that diluting or concentrative effect and (b) determine the effective date(s) of the adjustment(s). In addition, following the declaration by the Issuer of the terms of any event which would be a Potential Adjustment Event with respect to the Class B Common (as defined below), the Calculation Agent shall determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Class B Common and, if so, will (a) make the corresponding adjustments to any obligations relating to its right to retain Class B Common in settlement of the obligation of the Seller to deliver Shares hereunder (as described in "Settlement by Delivery of Collateral" above), as well as the number of Total Released Shares and any other variable relevant to the Collateral Provisions below, as the Calculation Agent determines appropriate to account for that diluting or concentrative effect and (b) determine the effective date(s) of the adjustment(s). For the avoidance of doubt, for purposes of determining whether an event is a Potential Adjustment Event (including, but not limited to, those specified in Section 9.1(e)(ii), 9.1(e)(iii), and 9.1(e)(vi) to the extent analogous to the foregoing) and any adjustment to be made in respect thereof, the Calculation Agent shall take into account the effect of other provisions of this Confirmation, including those relating to cash dividends and dividends not in Shares. CONSEQUENCES OF EXTRAORDINARY EVENTS: Additional Termination Events: Notwithstanding anything to the contrary in the 1996 Definitions, it shall be an Additional Termination Event if any of the following should occur at any time from and Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 16 of 34 including the 45th Exchange Business Day following the Initial Level Start Date to and including the last to occur of the End Pricing Dates: (a) the Merger Date of any Merger Event (other than a Merger Event which is also a Tender Event, as to which the provisions of (c) below shall apply) shall occur (save that for purposes of determining if any event is a Merger Event, the requirement that the Merger Date be on or before the Expiration Date or final Valuation Date shall be replaced with a requirement that the Merger Date be on or before the last to occur of the End Pricing Dates), unless (i) the Merger Event is not a Share-for-Other Merger Event and (ii) the parties shall have agreed upon a modification to the terms of this Transaction in accordance with "Negotiation in Respect of Certain Merger Events" below. (b) the Announcement Date of any Nationalization or Insolvency shall occur; (c) the Pre-Tender Date (as defined below) of any Tender Offer (as defined below) shall occur; and (d) the price at which the Shares trade on the Exchange (other, than any trade relating to an odd lot) at any time falls below USD 10.00 per Share. Tender Offer: A tender offer (as such term is used in Section 14 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, in each case as in effect on the date hereof) is made by any party or an issuer tender offer (as such term is used in Section 13(e) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, In each case as in effect on the date hereof) is made for 20% or more of the float of the Shares. Pre-Tender Date: The fifth Exchange Business Day preceding the date which is then anticipated to be the date on which Shareholders desiring to participate in a Tender Offer are required to tender their Shares. Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 17 of 34 For the avoidance of doubt, determinations of Pre-Tender Dates in relation to Tender Events will be based on the Calculation Agent's determination of the anticipated dates on which Shares are to be tendered based on a reasonably diligent effort to ascertain the expected date based on public information in the marketplace. No alteration in the Pre-Tender Dates or re-instatement of the Transaction will occur if the relevant Tender Event is delayed or does not, in fact, occur. For purposes of the foregoing Additional Termination Event: (a) Seller shall be the sole Affected Party (b) this Transaction shall be the sole Affected Transaction (c) Second Method and Loss will be deemed to apply. For purposes of the foregoing Additional Termination Event, and notwithstanding anything to the contrary in Section 6 of the Master Agreement, the Settlement Amount shall be payable by Seller to Purchaser on the third Currency Business Day following the receipt by Seller of determination by the Calculation Agent of the Settlement Amount. Negotiation in Respect Of Certain Merger Events: In the event of the public announcement of the potential occurrence of a Merger Event which would result in an Additional Termination Event under clause (a) above, unless such Merger Event will be a Share-for-Other Merger Event, the parties shall negotiate in good faith to arrive at modifications of the terms of this Transaction which would have the effect of preserving the economic effect which would have obtained but for the occurrence of the Merger Event. If the parties are unable to agree upon such modifications on or prior to the Pre-Merger Date, then the occurrence of the Merger Event shall constitute an Additional Termination Event as described above. If the parties do Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 18 of 34 agree upon such a modification, and the Merger Event does not, in fact, occur, then the Count erparty agrees to make Bear Stearns whole for any loss or cost incurred by it in connection with such modification, including any loss of bargain, cost of funding, or, at the election of Bear Stearns, but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position in respect of such modification. Pre-Merger Date: The fifth Exchange Business Day preceding the date which is then anticipated to be the date on which the Merger Date will occur. For the avoidance of doubt, determinations of Pre-Merger Dates in relation to Tender Events will be based on the Calculation Agent's determination of the anticipated Merger Date based on a reasonably diligent effort to ascertain the expected date based on public information in the marketplace. COLLATERAL PROVISIONS: (a) As soon as practicable after the date hereof, but in any event on or before the second Exchange Business Day preceding the Initial Level Start Date, Counterparty shall deliver to and at all times thereafter maintain with Bear Stearns as collateral a number of shares of Class B Common Shares of the Issuer ("Class B Common"), Shares or any combination of Class B Common or Shares, in any case in aggregate equal to (i) prior to the occurrence of any Settlement Date hereunder or any adjustment to the Base Amount hereunder, the Base Amount and (ii) thereafter, (A) if the relevant date is a Settlement Date, the Number of Shares to Be Delivered for such date (until such time as such Shares are delivered or retained in accordance with "Settlement by Delivery of Collateral" above) plus the number of Shares described in (B) below and (B) if the relevant date is not a Settlement Date, to the maximum number of Shares which could after such date be required to be delivered hereunder (as such number may be from time to time adjusted in accordance herewith), less, in any case, the Total Released Shares (if any, and excluding for such Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 19 of 34 purpose any Class B Common and/or Shares described in clause (ii)(B) of the definition thereof). While such Class B Common and/or Shares are held as Collateral hereunder, the Seller shall retain the right to vote such Class B Common and/or Shares. For the avoidance of doubt, the "Additional Representations and Warranties of the Counterparty" set forth below will also apply to Class B Common and/or Shares pledged as Collateral including, without limitation, subparagraph (a), (b) and (c) thereof. In the event that the number of Class B Common and/or Shares held pursuant to this paragraph (a) is in excess of the number of Class B Common and/or Shares required to be maintained hereunder, then, upon request of the Counterparty, Bear Stearns shall return or otherwise release its security interest in a number of Class B Common Shares or Shares equal to such excess. At any time during the term of this Transaction, the Counterparty shall have the right to replace all or a portion of the Class B Common or Shares, as applicable, pledged to Bear Stearns as Collateral with an equal number of Shares or Class B Common, as applicable ("Replacement Collateral"), upon such replacement the Counterparty hereby grants a perfected first priority security interest in the Replacement Collateral to be delivered, and Bear Stearns shall return the Collateral so replaced or otherwise release its security interest therein. (For the avoidance of doubt, if Bear Stearns elects to retain Collateral as described in "Settlement by Delivery of Collateral" above, the Counterparty may exercise its right to substitute Shares equal to the amount required to be delivered in respect of the related Settlement Date for Class B Common then held as Collateral, with the result that Bear Stearns will retain the Shares rather than the Class B Common.) The right of the Counterparty to post Class B Common, whether as Collateral or Replacement Collateral is subject to the limitations set forth in (e) below. (b) At any time during the term of this Transaction, Seller shall be entitled to substitute cash or U.S. Treasury securities ("Substitute Collateral") for all or a portion of the Class B Common or Shares held by Bear Stearns as collateral hereunder by sending written notice (a Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 20 of 34 "Substitution Notice") to Bear Stearns to designate the date of such substitution (the "Substitution Date"), which shall be no less than three Exchange Business Days from the effective date of such notice and to set forth the number of the Class B Common and/or Shares for which Substitute Collateral is to be substituted, After receipt of the Substitution Notice, Bear Stearns shall notify Seller in writing of the account to which Substitute Collateral is to be transferred by Seller, On the Substitution Date, upon receipt of Substitute Collateral having a Collateral Value equaling or exceeding the Delivery Amount (as defined below) determined with respect to such Substitution Date, Bear Stearns shall return or otherwise release its security interest in the number of Class B Common and/or Shares that Seller has designated as being subject to the substitution (the "Released Shares"). Seller hereby grants to Bear Stearns a perfected first priority security interest in all Substitute Collateral to be delivered. For the purposes of these Collateral Provisions, the "Coverage Amount" on any day shall equal the product of (i) 150% and (ii) the closing price of the Shares on the Exchange Business Day preceding the date of determination and (iii) the Total Released Shares. On any Exchange Business Day following the occurrence of any Substitution Date, at the request of either of the parties, the Calculation Agent shall determine the Collateral Value of all Substitute Collateral then held by Bear Stearns (including any distribution or other income on or proceeds of such Substitute Collateral, which shall become part of the Substitute Collateral) (the "Current Collateral Amount") and the Coverage Amount, each computed on such day. If on any Business Day following a Substitution Date, the Calculation Agent determines that the Current Collateral Amount is less than the Coverage Amount, then Bear Stearns shall notify the Seller no later than 10:00 a.m. (New York time) on the same Exchange Business Day and Seller shall deliver to Bear Stearns cash or U.S. Treasury securities having a Collateral Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 21 of 34 Value equal to or greater than the Delivery Amount by the close of business on such day. For purposes hereof, the "Delivery Amount" with respect to any Exchange Business Day shall equal the excess, if any, of the Coverage Amount over the Current Collateral Amount. Seller hereby grants to Bear Stearns a perfected first priority security interest in all cash or U.S. Treasury securities to be delivered. If on any Business Day following a Substitution Date, the Calculation Agent determines that the Coverage Amount is less than the Current Collateral Amount, then Bear Stearns shall notify the Seller no later than 10:00 a.m (New York time) on the same Exchange Business Day and Bear Stearns shall return or otherwise release its security interest in cash or U.S. Treasury securities having a Collateral Value equal to or greater than the Return Amount by the close of business on such day. For purposes hereof the "Return Amount" with respect to any Exchange Business Day shall equal the excess, if any, of the Coverage Amount over the Current Collateral Amount. "Collateral Value- shall mean (i) in the case of Substitute Collateral which is cash, the amount of such cash and (ii) in the case of Substitute Collateral which are U.S. Treasury securities, the product of (A) the bid price for such U.S. Treasury securities (inclusive of accrued interest, if any) as of the close of trading on the Business Day immediately preceding the date of determination of the Collateral Value and (B) the percentage set forth for the tenor of such U.S. Treasury Security in the following table:
TERM TO MATURITY PERCENTAGE - --------------------- ---------- Less than two years 100% Two through ten years 99% More than ten years 98%
"Total Released Shares" means, with respect to any Business Day, the greater of (i) zero and (ii)(A) all Released Shares for any Substitution Date occurring prior to such Business Day plus (B) with respect to any Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 22 of 34 Substitution Date, any Class B Common and/or Shares which will, upon receipt of the Delivery Amount for such day, become Released Shares with respect to such Substitution Date minus (C) any Class B Common and/or Shares delivered after any Substitution Date in accordance with the immediately following sentence which are in excess of the amount then required to be maintained in accordance with clause (a) hereof. The Counterparty shall, after the occurrence of any Substitution Date, have the right to deliver Class B Common and/or Shares. This shall result in a reduction of the Total Returned Shares. The Counterparty grants to Bear Stearns a perfected first priority security interest in all Class B Common and/or Shares to be delivered. (c) These Collateral Provisions shall be deemed a security agreement, and shall be governed by the laws of the State of New York, without giving effect to the conflicts or choice of law provisions thereof. The Counterparty hereby grants a first priority continuing security interest in all Class B Common, Shares, Replacement Collateral, cash or U.S. Treasury securities provided and to be provided hereunder and in any and all substitutions therefor, proceeds thereof and distributions thereon (collectively, the "Collateral"). Any proceeds of or distributions on the Class B Common and/or Shares held as Collateral shall, if and to the extent that they are in excess of the maximum number of Shares which then required to be maintained pursuant to (a) above or amounts required to be paid or delivered to, or retained by, Bear Stearns pursuant to any adjustments to the terms hereof made pursuant to "Adjustments in Respect of Dividends." "Adjustments" or "Consequences of Extraordinary Events" above be paid or delivered to Counterparty within five Exchange Business Days of receipt by Bear Stearns and upon such payment or delivery shall no longer be subject to such security interest. These Collateral Provisions constitute a Credit Support Document and the failure by a party to deliver or return Collateral in accordance with these Collateral Provisions (if such failure is not remedied on or before the Business Day after notice of such failure is given to Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 23 of 34 such party) shall constitute an Event of Default for purposes of Section 5(a)(iii) of the Master Agreement with respect to such party. Any delivery or return of Collateral hereunder shall be subject to the conditions precedent specified for deliveries or payments in Section 2(a)(iii) of the Master Agreement. (d) Any Collateral to be delivered or returned hereunder shall be delivered or returned as follows: (i) (x) in the case of delivery of Class B Common, delivery of the share certificates, together with an instrument of transfer in blank and (y) in the case of a return of Class B Common to the Counterparty, a written release of security interest, in each of the cases described in (x) and (y), in form and substance reasonably satisfactory to Bear Stearns or Counterparty, as applicable: (ii) in the case of Shares or U.S. Treasury securities. delivery of such Shares or U.S. Treasury securities to a securities account held in the name of Bear Stearns or its designee and in the case of a return of such Shares or U.S. Treasury securities, to a securities account held in the name of the Counterparty; and (iii) in the case of cash, by wire transfer of immediately available funds. (e) if the Issuer shall propose any change to its charter or bylaws which would result in changes in derogation of the rights of the holders of the Class B Common the Shares, or both, which Bear Stearns reasonably determines would materially and adversely affect the value of Class B Common as Collateral hereunder, then the Counterparty shall either (a) provide Bear Stearns with reasonable adequate assurance that such proposal will be defeated by vote of shareholders or (b) if the assurances set forth in (a) cannot be provided, or, notwithstanding such assurances, the proposal is not defeated, cease to post Class B Common as Collateral hereunder and irrevocably waive any right to do so in future (a "Class B Alteration Event"). Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 24 of 34 For the avoidance of doubt, Bear Stearns shall not convert Class B Common into Shares, unless Bear Stearns is entitled to retain the Class B Common pledged to it as Collateral hereunder on a Settlement Date relating to Physical Settlement, or on a Termination Date as a result of an Event of Default as to which the Counterparty is the Defaulting Party, or upon failure by the Counterparty to pay amounts due as a result of the occurrence of an Optional Termination Event, or upon written instruction from the Counterparty. 3. Account Details and Settlement Information: PAYMENTS TO BEAR STEARNS: Citibank, N.A., New York ABA Number: 021-000-089, for the account of Bear, Stearns Securities Corp. Account Number: 0925-3186, for further credit to Bear, Stearns International Limited Sub-account Number: To be provided Attention: Derivatives Operations PAYMENTS TO COUNTERPARTY: To be delivered ADDITIONAL PROVISIONS: Agency. Counterparty acknowledges that Bear, Stearns & Co. Inc. ("BS&C") has acted as agent for Counterparty solely for the purposes of arranging this Transaction with its Affiliate, Bear Stearns. This Confirmation is being provided by BS&C in such capacity. Upon your written request. BS&C will furnish you with the time at which this Transaction was entered into. Non-Reliance. Each parry represents to the other party that (a) it has not received and is not relying upon any legal, tax, regulatory, accounting or other advice (whether written or oral) of the other party regarding this Transaction, other than representations expressly made by that other party in this Confirmation and in the Master Agreement and (b) in respect of this Transaction, (i) it has the capacity to evaluate (internally or through independent professional advice) this Transaction and has made its own decision to enter into this Transaction and (ii) it understands the terms, conditions and risks of this Transaction and is willing to assume (financially and otherwise) those risks, Counterparty acknowledges that Bear Stearns has advised Counterparty to consult its own tax and legal advisors in connection with this Transaction evidenced by this Confirmation and that the Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 25 of 34 Counterparty has done so. Each party represents that it is acting as principal in respect of this Transaction. Documents to Be Delivered by the Counterparty. On or prior to Exchange Business Day preceding the Outside Initial Level Start Date, the Counterparty shall deliver the following: (a) a Recognition and Consent Agreement among the Issuer, the Counterparty and Bear Stearns, in form and substance acceptable to Bear Stearns, which shall cover, among other things, that: (i) a recognition by the Issuer of the security interest of Bear Stearns in any Class B Common held as Collateral hereunder, and an agreement by the Issuer that it shall promptly convert such Class B Common to Shares registered in the name of Bear Stearns or its designee upon presentation by Bear Stearns of the certificates of such Class B Common together with a duly impeded instrument of transfer in blank; (ii) an agreement by the Issuer to pay over all distributions on, or Shares received upon conversion of, any Class B Common which Bear Stearns notifies the Issuer is held as Collateral to Bear Stearns, until such time as Bear Stearns notifies the Issuer that such Class B Common is no longer held as Collateral; and (b) a waiver granted by the Issuer under the Registration Rights Agreement (as defined below) permitting the pledge of Class B Common hereunder. Additional Representations and Warranties of the Counterparty. The Counterparty represents and warrants to Bear Stearns (which representations and warranties will be deemed repeated at all times during the period from and including the date hereof to and including the Settlement Date, unless otherwise indicated below) that (a) with respect to the Class B Common and/or Shares pledged as Collateral under this Transaction. Counterparty is the beneficial owner of such Shares and there are not now any liens, claims, charges, pledges, debts or other encumbrances (other than encumbrances imposed by the Registration Rights Agreement or the Shareholders Agreement) on such Class B Common and/or Shares, and Counterparty has granted a valid, perfected first priority security interest in such Class B Common and/or Shares to Bear Stearns. (b) the Class B Common and/or Shares pledged as Collateral under this Transaction and any Class B Common and/or Shares delivered to Bear Stearns hereunder are not and shall not be subject to any condition to or restriction on the ability of the Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 26 of 34 holder thereof to freely sell, assign or otherwise transfer such Class B Common and/or Shares, other than: (i) contractual restrictions contained in the Registration Rights Agreement dated January 27, 1986 between Cablevision Systems Corporation and Cablevision Systems Company, as amended to the date hereof (the "Registration Rights Agreement"); (ii) contractual restrictions contained in the Shareholders Agreement dated March 4, 1998 by and among the Issuer, Telecommunications, Inc. and various holders of Shares as indicated therein, as amended to the date hereof (the "Shareholders Agreement"); and (iii) legal restrictions imposed by the Securities Act, and the rules promulgated thereunder. on persons who are "affiliates" (as that term is defined in Rule 144 promulgated under the Securities Act ("Rule 144")) of the Issuer: (c) with respect to the Class B Common and/or Shares pledged as Collateral, for purposes of Rule 144 the Counterparty has held or is deemed to have held such Shares for not less than a period of two years preceding the date of this Confirmation: (d) as of the date hereof, the date of agreement to reduction of Base Amount in accordance with the definition thereof, any date of selection of an Initial Level Start Date, any date of election of Optional Early Termination and any date of any agreement reached in respect of treatment of a non-cash Dividend or pursuant to "Negotiation in Respect of Merger Events", the Counterparty is not in possession of any material adverse non-public information regarding the Issuer, and Counterparty has not provided Bear Stearns with any material non-public information relating to the Issuer as of any such date; (e) Counterparty has not entered into any agreements with the Issuer or any other person (including, but not limited to the Stockholders Agreement and the Registration Rights Agreement) which would prohibit or limit the Counterparty from entering into or performing its obligations under this Transaction or any transactions in connection therewith: (f) all representations made by the Counterparty in the STAMPS Disclosure letter dated of even date herewith were true and correct as of the date made or deemed made. (g) Counterparty shall not engage in any business activity, other than (i) those necessary to accomplish the Transaction or any transaction in connection therewith or incidental thereto, (ii) any passive ownership of non-recourse assets Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 27 of 34 (including shares or, to the extent that recourse is limited to the amount of the investment, limited partnership interests, memberships in limited liability companies and the like, cash, cash equivalents, notes or other debt securities or Class B Common or Shares), (iii) any loans, distributions, or gifts to one or more members of the Counterparty, one or more beneficial owners of such members, or other persons related to any thereof, or trusts established for the benefit of any of the foregoing, or to other holders of non-recourse assets (as defined in (ii) above), or the corporation, general partner, managing partner or the like of the entity or entities in which the Counterparty is a passive investor, and (iv) any borrowing from Bear Stearns or any affiliate thereof, or any other party, which is used to acquire, and is limited in recourse to, non-recourse assets in addition to those described in (ii) above or used to make any loans, distributions or gifts in addition to, but of the same type as, those described in (iii) above, and is required to complete the transaction with respect to the Indians (as defined below). The Counterparty shall not grant to any party, any lien, pledge or security interest over any of its property (other than (x) those contemplated by this Transaction or (y) those granted in connection with the borrowing described in (iv) above), nor create any contractual arrangement which, by way of set-off or otherwise, would constitute an arrangement giving to any creditor rights over its property superior to those of Bear Stearns. The Counterparty shall timely pay all amounts due in respect of any obligation which has resulted or may result in imposition of any security interest by operation of law, unless the amount due in respect of such obligation is then being contested in good faith. Additional Representation of Bear Stearns. Bear Stearns hereby represents and warrants as of the date hereof that it is entering into this Transaction as principal for its own account and that it is an "accredited investor" as that term is defined in Regulation D promulgated under the Securities Act. Additional Covenant Relating to this Transaction. Each of Seller and Bear Stearns agrees that (i) it will not treat this Transaction, any portion of this Transaction, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) it will not treat the delivery of any portion of the Shares, assets or cash to be delivered pursuant to this Agreement as the payment of interest or ordinary income, (iii) it will treat this Agreement in its entirety as a forward contract for the delivery of Shares; and (iv) it will not take any action (including filing any tax returns or form or taking any position in any tax proceeding) inconsistent with the obligations contained in (i) through (iii). Notwithstanding the preceding sentence, either party may take any position required by law, provided that such party delivers to the other party an opinion of counsel, nationally recognized as expert in Federal tax matters, which opinion is based on the regulation or an administrative pronouncement or interpretation or applicable court decision published after the date of this Agreement. Furthermore, Bear Stearns may treat this agreement in such fashion it deems necessary to accurately reflect this Transaction's economic Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 28 of 34 substance in its own risk management systems within the limitations of such systems, such "booking" mechanism not being in derogation of its obligations set forth in the preceding sentence. Optional Early Termination. Notwithstanding anything to the contrary in this Confirmation and the Master Agreement, Seller shall have the right to terminate this Transaction, for any reason or no reason at all, by irrevocable written notice to Bear Stearns designating the effective date of such termination (the "Optional Early Termination Date"), which will be no less than five Exchange Business Days from the effective date of such notice (determined as if such notice were a notice under Section 5 of the Master Agreement). In addition to the foregoing, if the Counterparty has not delivered the documents required to be delivered by it pursuant to "Documents to Be Delivered" above by the third Exchange Business Day preceding the Outside Initial Level Start Date the Counterparty will be deemed to have designated such date as an Optional Termination Date. The Transaction may be terminated in whole at any time prior to the second Exchange Business Day preceding the Initial Level Start Date, and in whole or in part at any time after the Prepayment Amount Payment Date and prior to the last of the Maturity Dates. With respect to an Optional Early Termination Date which occurs prior to the second Exchange Business Day preceding the Initial Level Start Date (including as a result of failure by the Counterparty to deliver documents required to be delivered by it pursuant to "Documents to Be Delivered" or as a result of the failure of the parties to reach agreement on a proposed amendment to the terms of this Transaction pursuant to "Negotiation of Extension" above, and Counterparty's consequent election to terminate this Transaction), the Counterparty shall pay to Bear Stearns, on the third Currency Business Day following the Optional Early Termination the amount specified in that certain letter agreement between the parties of even date herewith. The parties agree that such amount is not a penalty and represents a reasonable pre-estimate of the damages which Bear Stearns will incur as a result of such Optional Early Termination, which actual damages may be significantly greater than such amount. Upon payment by the Counterparty of the amounts required of it as a result of the termination in whole of this Transaction, this Transaction shall be terminated and without any further effect or force, and neither party shall owe interest to the other party in respect of any period after the date of such payment. With respect to a termination in whole occurring after the Prepayment Amount Payment Date and prior to the last of the Maturity Dates, such termination shall be treated as an Additional Termination Event. For purposes of such Additional Termination Event, (a) Seller shall be the sole Affected Party, (b) this Transaction shall be the sole Affected Transaction and (c) Second Method and Loss will be deemed to apply. Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 28 of 34 With respect to a termination in part occurring after the Prepayment Amount Payment Date and prior to the last Maturity Date, the Seller shall be obligated to indicate in the notice designating the Optional Early Termination the portion of the Base Amount (expressed as a number of Shares) with respect to which it is exercising its right of optional early termination. Any such reduction in part shall be in increments of 100,000 Shares worth of Base Amount. In such case, the parties shall determine the amount payable by the Seller in respect of such partial early termination as if such termination were an Additional Termination Event in respect of a Transaction on terms equivalent to those hereof, except that the Base Amount shall be equal to the portion of the Base Amount with respect to which the Seller has exercised its right of optional early termination. For purposes of such Additional Termination Event, (a) Seller shall be the sole Affected Party, (b) this hypothetical transaction described in the preceding sentence shall be the sole Affected Transaction and (c) Second Method and Loss will be deemed to apply. Upon the effectiveness of such partial optional termination of this Transaction, the Base Amount shall be reduced by the portion thereof for all purposes of this Confirmation. This would result (all other things being equal) in a reduction of the amount of Collateral required to be maintained in accordance with the "Collateral Provisions" above. For purposes of any such Additional Termination Event in respect of this Transaction (in the case of a termination in whole) or hypothetical Transaction (in the case of a termination in part) occurring after the Prepayment Amount Payment Date and prior to the last of the Maturity Dates, and notwithstanding anything to the contrary in Section 6 of the Master Agreement, the Settlement Amount shall be an amount payable by Seller to Purchaser on the third Currency Business Day following the receipt by Seller of determination by the Calculation Agent of the Settlement Amount. Confidentiality. The Counterparty agrees that it shall hold confidential (a) the existence of this Transaction and (b) the economic terms of this Transaction. Notwithstanding the foregoing, the Counterparty may disclose the existence and economic terms of this Transaction to (a) its legal, tax, financial and accounting advisors. (b) the Cleveland Indians Baseball Company Limited Partnership (the "Indians"), and (c) Major League Baseball, in the case of (b) and (c), to the extent required to effect the transactions currently contemplated between the Counterparty and the Indians. In the case of any disclosure made by the Counterparty pursuant to (a) or to the Indians pursuant to (b), the Counterparty shall procure that such person (in the case of (a)) or the Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 30 of 34 Indians (in the case of (b)) to whom it discloses the existence or economic terms of this Transaction shall enter into a confidentiality agreement in form and substance reasonably satisfactory to Bear Stearns. Notwithstanding the foregoing, such information need no longer be held confidential if it becomes generally known to the public. Further, any party may disclose such information if required by law (including, but not limited to, any filing requirements under the Securities Exchange Act of 1934 and the rules thereunder promulgated), or compelled by judicial or administrative process. Inapplicability of Account Agreement to this Transaction. The parties hereto agree that the Bear, Stearns International Limited Standard Terms and Conditions of Business for Non-Private Customers and Market Counterparties (the "Account Agreement"), entered into or to be entered into solely in connection with establishment of the account in which the Collateral is to be maintained, will not apply to this Transaction. ELECTIONS, MODIFICATIONS AND AMENDMENTS UNDER THE FORM MASTER AGREEMENT: Survival. The following provisions shall apply to all Transactions which are or will be governed by the Master Agreement, notwithstanding the termination of this particular Transaction. Payment Date Netting. The parties agree that subparagraph (ii) of Section 2(c) of the Master Agreement will not apply to any Transactions that are or will be governed by the Master Agreement. Thus all amounts payable on the same date in the same currency in respect of all Transactions shall be netted. Payment Measure. For all Transactions which are or will be governed by the Master Agreement, "Loss" and "Second Method" shall be the payment measure for purposes of Section 6(e) of the Master Agreement, subject, however, as to any particular Terminated Transaction, to the Confirmation therefor. Transfer. For all Transactions which are will or will be governed by the Master Agreement, either party may transfer its rights and obligations under this Transaction in accordance with Section 7 of the Master Agreement. However, Bear Stearns may also transfer its rights and obligations under this Transaction, in whole but not in part, to any of its Affiliates, provided that (a) the transferee has a credit rating at least equal to that of the Credit Support Provider of Bear Stearns at the time of such transfer or (b) the Credit Support Provider of Bear Stearns (or another entity with a credit rating at least equal to that of the Credit Support Provider of Bear Stearns at the time of such transfer) shall guarantee such transferred obligations of the transferee pursuant to a guaranty in substantially the form of the TBSCI Guaranty; Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 31 of 34 (b) Seller will not, and there is not a substantial likelihood that it will, be required to pay to the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Master Agreement (except with respect to interest under Section 2(e), 6(d)(ii) or 6(e) of the Master Agreement) greater than the amount in respect of which Seller would have been required to pay to Bear Stearns under Section 2(d)(i)(4) in the absence of the transfer; (c) Seller will not, and there is not a substantial likelihood that it will, receive a payment from which an amount will be withheld or deducted, on account of a Tax under Section 2(d)(i) of the Master Agreement (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e) of the Master Agreement), in excess of that which Bear Stearns would have been required to so withhold or deduct without paying an amount under Section 2(d)(i)(4) of the Master Agreement in the absence of the transfer, unless the transferee would be required to make an additional payment pursuant to Section 2(d)(i)(4) of the Master Agreement at least to the same extent that Bear Stearns would have been required to make an additional payment under Section 2(d)(i)(4) of the Master Agreement; (d) Neither an Event of Default with respect to which Bear Stearns would be the Defaulting Party nor an Additional Termination Event with respect to which Bear Stearns is an Affected Party has occurred and is continuing at the time of the transfer, and neither an Event of Default nor Termination Event shall occur as a result of the transfer; (e) Such transfer shall not result in any material adverse consequence to Seller; and (f) Bear Stearns shall provide to Seller notice of such transfer promptly following the transfer. Address for Notice. For all Transactions which are or will be governed by the Master Agreement, the address of the parties shown as such on the most-recently-executed Confirmation under the Master Agreement shall be deemed to have been specified as the address for notices for purposes of Section 12(a) of the Master Agreement. Governing Law. For all Transactions which are or will be governed by the Master Agreement, the laws of the State of New York, without reference to the choice of law principles thereof will be the governing law for purposes of Section 13(a) of the Master Agreement. Rate of Interest. For all Transactions which are or will be governed by the Master Agreement and for purposes of determining the Default Rate, the Non-default Rate or the Termination Rate, it will be deemed that each party's cost of funding will be determined daily as equaling USD-Federal Funds-H.15 for such day (as defined in the Definitions). Credit Support Document. For all Transactions which are or will be governed by the Master Agreement and with respect to either party, each of (a) the Collateral Provisions Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 32 of 34 contained in this Confirmation, or any like provisions contained in any other Confirmation and (b) the Account Agreement will be deemed to be a Credit Support Document. In addition the Guaranty of The Bear Stearns Companies Inc. of even date herewith (the "TBSCI Guaranty") shall be a Credit Support Document with respect to Bear Stearns and The Bear Stearns Companies Inc. shall be a Credit Support Provider with respect to Bear Stearns. Specified Transaction. For all Transactions which are or will be governed by the Master Agreement and for purposes of Section (c) of the definition of "Specified Transactions" contained in Section 14 of the Master Agreement, Specified Transactions shall mean any transaction, agreements (including the Account Agreement) and extensions of credit between Bear Stearns or any Affiliate of Bear Stearns and the Counterparty or any Specified Entity of the Counterparty, whether now existing or hereafter entered into. Termination Currency. For all Transactions which are or will be governed by the Master Agreement, USD. This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to Bear Stearns a facsimile of the fully-executed Confirmation. Fully executed originals will promptly be provided. Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 33 of 34 We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, BEAR, STEARNS INTERNATIONAL LIMITED By: /s/ Steve Meyer ------------------------- Name: Steve Meyer Title: Senior Managing Director Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the date first above stated. DOLAN FAMILY LLC By: ----------------------------------------------- Name: Title: (Authorized Signatory) Reference Number: NY9741 Dolan Family LLC November 3, 1999 Page 34 of 34 We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, BEAR, STEARNS INTERNATIONAL LIMITED By: _____________________________ Name: Title: Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the date first above stated. DOLAN FAMILY LLC By: /s/ Edward Atwood --------------------------- Name: Edward Atwood Title: Manager (Authorized Signatory) Exhibit 7 [BEAR STEARNS] BEAR, STEARNS & CO, INC. 245 PARK AVENUE NEW YORK, NEW YORK 10167 (212) 272-9633 ATLANTA - BOSTON CHICAGO - DALLAS - LOS ANGELES NEW YORK - SAN FRANCISCO ______ - HONG KONG LONDON - PARIS - TOKYO May 11, 2001 Dolan Family LLC c/o Mr. Bruce D. Haims Debevoise & Plimpton 875 Third Avenue New York, NY 10022 Re: Transaction between Bear, Stearns International Limited and Dolan Family LLC memorialized by confirmation dated November 3, 1999 (the "`Confirmation') Dear Mr. Haims: Recently, the Issuer made a distribution of its Rainbow Media Group Class A Common Stock to holders of its shares. This is a distribution in property other than Shares. Under "Adjustments in Respect of Dividends -- Determinations and Obligations," the Calculation Agent is obligated to make adjustments as it deems necessary to preserve the economic effect which would have obtained had the Issuer not made such dividend or distribution. The Calculation Agent has determined to - - Adjust the Base Amount to be a basket comprised of 5,000,000 Shares of the Issuer's Cablevision NY Group Class A common stock ("CVC Class A") and 2,500,000 Shares of Rainbow Media Group Class A common stock ("RMG Class A"). For purposes of the 1996 Definitions, the Transaction thus becomes a Share Basket Transaction, with each of the CVC Class A and the RMG Class A being Shares. - - Adjust the Cap Price to equal USD 103.7592. This results in the following more specific adjustments: - - The Exchange shall be The New York Stock Exchange Inc. - - The Relevant Price will be equal to the weighted average (weighted on the basis of the number of the respective Shares) of the closing prices on each of the Shares - - For purposes of calculating the Delivery Amount and Number of Shares to Be Delivered the calculations shall be done separately for each Share in the basket, using 5,000,000 Shares of CVC Class A and 2,500,000 Shares of RMG Class A in lieu of the Base Amount in the applicable formula using in each case the weighted average Relevant Price (which is based on the prices of both shares) - - The Prospectus Delivery Requirement will apply to both the CVC Class A and the RMG Class A - - For Cash Settlement, 7,500,000 will be used in lieu of the Base Amount - - The "Adjustments" sections of the Confirmation is adjusted to reflect inclusion of the RMG Class A Shares and the nature of those shares as a "tracking stock". In particular, disposition of all or substantially all of the assets of Rainbow Media Group will be treated as a Merger Event, even if the RMG Class A Shares remain outstanding. - - The "Collateral Provisions" and "Settlement by Delivery of Collateral" are adjusted to require the posting of an aggregate of 2,500,000 Shares of Rainbow Media Group Class B Common Stock ("RMG Class B") and RMG Class A in addition of the Shares and Class B Common Stock ("CVC Class B") now posted. The parties will have the same rights and responsibilities with respect to the RMG Class A/B as they now do with respect to the CVC Class A/B and the Counterparty will be deemed to have made the representations relating to Class B Common with respect to the RMG Class B. Each specific provision of the Confirmation is adjusted as the Calculation Agent determines may be necessary or appropriate to effectuate the foregoing adjustments and any specific alterations flowing from them. Since this adjustment also accounts for the dilutive effect of the issuance of the RMG Class A and Class B, no additional adjustment is required in respect of this Potential Adjustment Event. Capitalized terms used in this letter but not defined here have the meanings they have in the Confirmation. Very truly yours, BEAR, STEARNS INTERNATIONAL LIMITED, as Calculation Agent under the Confirmation By: /s/ Steven Meyer ------------------ Steven D. Meyer Authorized Signatory BEAR STEARNS BEAR, STEARNS INTERNATIONAL LIMITED ONE CANADA SQUARE LONDON E14 5AD, ENGLAND TEL: 0207-516-6390 FAX: 0207-516-6805 REGULATED BY FSA As of August 21, 2002 Dolan Family LLC c/o Mr. Bruce D. Haims Debevoise & Plimpton 875 Third Avenue New York, NY 10022 Re: Transaction between Bear, Stearns International Limited ("Bear Stearns") and Dolan Family LLC memorialized by confirmation dated November 3, 1999 with the Bear Stearns Reference Number NY9741 (the "Confirmation") Dear Mr. Haims: Recently, the Issuer redeemed its Rainbow Media Group Class A Common Stock ("RMG Class A") by distributing Cablevision NY Group Class A common stock ("CVC Class A") to holders of RMG Class A. Each RMG Class A Share was entitled to receive 1.19093 CVC Class A Shares. Under "Adjustments in Respect of Dividends - Determinations and Obligations," the Calculation Agent is obligated to make adjustments as it deems necessary to preserve the economic effect which would have obtained had the Issuer not made such dividend or distribution. The Calculation Agent has determined to - - Adjust the Base Amount to be 7,977,325 shares of CVC Class A Shares. - - Adjust the Cap Price to equal USD 73.7592 - - Adjust the Collateral Requirement to equal 7,977,325 shares of Cablevision NY Group Class B common stock - - Reverse all of the adjustments made to the Transaction on or about May 11, 2001 in respect of the original distribution of the RMG Class A and Rainbow Media Group Class B Common Stock. REGISTERED IN ENGLAND NO. 1592029 Reference Number: NY9741 Dolan Family LLC As of August 21, 2002 Page 2 of 2 Each specific provision of the Confirmation is adjusted as the Calculation Agent determines may be necessary or appropriate to effectuate the foregoing adjustments and any specific alterations flowing from them. Capitalized terms used in this letter but not defined here have the meanings they have in the Confirmation. Very truly yours, BEAR, STEARNS INTERNATIONAL LIMITED, as Calculation Agent under the Confirmation By: /s/ Steven Meyer --------------------- Steven D. Meyer Authorized Signatory Exhibit 7 (MULTICURRENCY - CROSS BORDER) ISDA(R) INTERNATIONAL SWAP DEALERS ASSOCIATION, INC MASTER AGREEMENT dated as of --------------------- - -----------------------------------------------------AND------------------------ have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows: -- 1. INTERPRETATION (a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. (c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions. 2. OBLIGATIONS (a) GENERAL CONDITIONS. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. Copyright (C) 1992 by International Swap Dealers Association, Inc. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement, (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. (b) CHANGE OF ACCOUNT. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) NETTING. If on any date amounts would otherwise be payable -- (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. 2 ISDA(R) 1992 (d) DEDUCTION OR WITHHOLDING FOR TAX. (i) GROSS-UP. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority then in effect. If a party is so required to deduct or withhold, then that party ("X") will: -- (1) promptly notify the other party ("Y") of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for: -- (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. 3 ISDA(R) 1992 (ii) LIABILITY. If: -- (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); (2) X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X, then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). (e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 3. REPRESENTATIONS Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that: -- (a) BASIC REPRESENTATIONS. (i) STATUS. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; 4 ISDA(R) 1992 (ii) POWERS. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) CONSENTS. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. (c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. 5 ISDA(R) 1992 (e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. (f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 4. AGREEMENTS Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party: -- (a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs: (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. (b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. (c) COMPLY WITH LAWS. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially 6 ISDA(R) 1992 impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. (d) TAX AGREEMENT. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. (e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 5. EVENTS OF DEFAULT AND TERMINATION EVENTS (a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party: -- (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; (iii) CREDIT SUPPORT DEFAULT. (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force 7 ISDA(R) 1992 and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; (iv) MISREPRESENTATION. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); 8 ISDA(R) 1992 (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party: -- (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof, (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: -- (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or 9 ISDA(R) 1992 (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement. (b) TERMINATION EVENTS. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below: -- (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): -- (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); 10 ISDA(R) 1992 (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation). (c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 6. EARLY TERMINATION (a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the 11 ISDA(R) 1992 extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8), (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT. (i) NOTICE. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event, (iv) RIGHT TO TERMINATE. If -- (1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or 12 ISDA(R) 1992 (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. (c) EFFECT OF DESIGNATION. (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). (d) CALCULATIONS. (i) STATEMENT. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. (ii) PAYMENT DATE. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is 13 ISDA(R) 1992 effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. (e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off. (i) EVENTS OF DEFAULT. If the Early Termination Date results from an Event of Default: -- (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. (2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement. (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party, 14 ISDA(R) 1992 (4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (ii) TERMINATION EVENTS. If the Early Termination Date results from a Termination Event: -- (1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions. (2) Two Affected Parties. If there are two Affected Parties: -- (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y, and (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y"). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject 15 ISDA(R) 1992 to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. 7. TRANSFER Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that: -- (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and (b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). Any purported transfer that is not in compliance with this Section will be void. 8. CONTRACTUAL CURRENCY (a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the 16 ISDA(R) 1992 Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess. (b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party, The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. (c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement. (d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. 9. MISCELLANEOUS (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. (b) AMENDMENTS. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 17 ISDA(R) 1992 (c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. (d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. (e) COUNTERPARTS AND CONFIRMATIONS. (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally, or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. (f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. (g) HEADINGS. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 10. OFFICES; MULTIBRANCH PARTIES (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. 18 ISDA(R) 1992 (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party. (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation. 11. EXPENSES A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 12. NOTICES (a) EFFECTIVENESS. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated: -- (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine); (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, 19 ISDA(R) 1992 unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. (b) CHANGE OF ADDRESSES. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 13. GOVERNING LAW AND JURISDICTION (a) GOVERNING LAW. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. (b) JURISDICTION. With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably: -- (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. (c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this 20 ISDA(R) 1992 Agreement will affect the right of either party to serve process in any other manner permitted by law. (d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 14. DEFINITIONS As used in this Agreement: -- "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b). "AFFECTED PARTY" has the meaning specified in Section 5(b). "AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. "AFFILIATE" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. "APPLICABLE RATE" means: -- (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and (d) in all other cases, the Termination Rate. 21 ISDA(R) 1992 "BURDENED PARTY" has the meaning specified in Section 5(b). "CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. "CONSENT" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent. "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b). "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as such in this Agreement. "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule. "DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. "DEFAULTING PARTY" has the meaning specified in Section 6(a). "EARLY TERMINATION DATE" means the date determined in accordance with Section 6(a) or 6(b)(iv). "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable, in the Schedule. "ILLEGALITY" has the meaning specified in Section 5(b). "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). 22 ISDA(R) 1992 "LAW" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and "LAWFUL" and "UNLAWFUL" will be construed accordingly. "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. "LOSS" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. "MARKET QUOTATION" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the 23 ISDA(R) 1992 "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. "NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount. "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a). "OFFICE" means a branch or office of a party, which may be such party's head or home office. "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. 24 ISDA(R) 1992 "RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made. "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. "SET-OFF" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. "SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination Date, the sum of: -- (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and (b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result. "SPECIFIED ENTITY" has the meanings specified in the Schedule. "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. "SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and 25 ISDA(R) 1992 (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. "STAMP TAX" means any stamp, registration, documentation or similar tax. "TAX" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. "TAX EVENT" has the meaning specified in Section 5(b). "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b). "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date). "TERMINATION CURRENCY" has the meaning specified in the Schedule. "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. 26 ISDA(R) 1992 "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. "UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was ( or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties. IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. - ------------------------------------ --------------------------------------- (Name of Party) (Name of Party) By: -------------------------------- By: ----------------------------------- Name: Name: Title: Title: Date: Date: 27 ISDA(R) 1992 (MULTICURRENCY -- CROSS BORDER) ISDA INTERNATIONAL SWAP DEALERS ASSOCIATION, INC SCHEDULE TO THE MASTER AGREEMENT dated as of ----------------------------- between---------------------------------And------------------------------------- ("Party A") ("Party B") Part 1. TERMINATION PROVISIONS. (a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of: Section 5(a)(v), _______________________________________________________ Section 5(a)(vi), _______________________________________________________ Section 5(a)(vii), _______________________________________________________ Section 5(b)(iv), _______________________________________________________ and in relation to Party B for the purpose of: -- Section 5(a)(v), _______________________________________________________ Section 5(a)(vi), _______________________________________________________ Section 5(a)(vii), _______________________________________________________ Section 5(b)(iv), _______________________________________________________ (b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of this Agreement unless another meaning is specified here ___________________ ________________________________________________________________________________ ________________________________________________________________________________ 28 ISDA(R) 1992 (c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will/will not * apply to Party A will/will not * apply to Party B If such provisions apply: -- "SPECIFIED INDEBTEDNESS" will have the meaning specified in Section 14 of this Agreement unless another meaning is specified here ___________________ ________________________________________________________________________________ "THRESHOLD AMOUNT" means___________________________________________________ ________________________________________________________________________________ (d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will/will not * apply to Party A will/will not * apply to Party B (e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will/will not * apply to Party A will/will not * apply to Party B (f) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this Agreement: -- (i) Market Quotation/Loss * will apply. (ii) The First Method/The Second Method * will apply. (g) "TERMINATION CURRENCY" means _______________________________, if such currency is specified and freely available, and otherwise United States Dollars. (h) ADDITIONAL TERMINATION EVENT will/will not apply*. The following shall constitute an Additional Termination Event: _______________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ For the purpose of the foregoing Termination Event, the Affected Party or Affected Parties shall be: -- _____________________________________________ ________________________________________________________________________________ - --------- * Delete as applicable. 29 ISDA(R) 1992 Part 2. TAX REPRESENTATIONS. (a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this Agreement, Party A will/will not* make the following representation and Party B will/will not* make the following representation: -- It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. (b) PAYER REPRESENTATIONS. For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any: -- (i) The following representation will/will not* apply to Party A and will/will not apply to Party B: -- It is fully eligible for the benefits of the "Business Profits" or "Industrial and Commercial Profits" provision, as the case may be, the "Interest" provision or the "Other Income" provision (if any) of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no such payment is attributable to a trade or business carried on by it through a permanent establishment in the Specified Jurisdiction. If such representation applies, then: -- "SPECIFIED TREATY" means with respect to Party A _______________________________ "SPECIFIED JURISDICTION" means with respect to Party A _________________________ - --------- * Delete as applicable. 30 ISDA(R) 1992 "SPECIFIED TREATY" means with respect to Party B _______________________________ "SPECIFIED JURISDICTION" means with respect to Party B _________________________ (ii) The following representation will/will not* apply to Party A and will/will not* apply to Party B: -- Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the Specified Jurisdiction. If such representation applies, then: -- "SPECIFIED JURISDICTION" means with respect to Party A _________________________ "SPECIFIED JURISDICTION" means with respect to Party B _________________________ (iii) The following representation will/will not* apply to Party A and will/will not* apply to Party B: -- (A) It is entering into each Transaction in the ordinary course of its trade as, and is, either (1) a recognized U.K. bank or (2) a recognised U.K. swaps dealer (in either case (1) or (2), for purposes of the United Kingdom Inland Revenue extra statutory concession C 17 on interest and currency swaps dated March 14, 1989), and (B) it will bring into account payments made and received in respect of each Transaction in computing its income for United Kingdom tax purposes. (iv) Other Payee Representations: -- _____________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ N.B. The above representations may need modification if either party is a Multibranch Party. Part 3. AGREEMENT TO DELIVER DOCUMENTS. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: -- - --------- * Delete as applicable. 31 ISDA(R) 1992 (a) Tax forms, documents or certificates to be delivered are: --
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED DELIVER DOCUMENT CERTIFICATE _____________________ _____________________ __________________________________ _____________________ _____________________ __________________________________ _____________________ _____________________ __________________________________ _____________________ _____________________ __________________________________ _____________________ _____________________ __________________________________
(b) Other documents to be delivered are: --
PARTY REQUIRED TO FORM/DOCUMENT/ COVERED BY SECTION 3(d) DELIVER DOCUMENT CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION ______________________________ ___________________________ _____________________________ Yes/No* ______________________________ ___________________________ _____________________________ Yes/No* ______________________________ ___________________________ _____________________________ Yes/No* ______________________________ ___________________________ _____________________________ Yes/No* ______________________________ ___________________________ _____________________________ Yes/No*
Part 4. MISCELLANEOUS. (a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this Agreement: -- Address for notices or communications to Party A: -- Address: ___________________________________________________________ Attention: _________________________________________________________ Telex No.: ______________________________Answerback:________________ - --------- * Delete as applicable. 32 ISDA(R) 1992 Facsimile No.: __________________________Telephone No:_____________________ Electronic Messaging System Details:_______________________________________ Address for notices or communications to Party B: -- Address: __________________________________________________________________ Attention: ________________________________________________________________ Telex No.: _________________________Answerback:____________________________ Facsimile No.:______________________Telephone No:__________________________ Electronic Messaging System Details:_______________________________________ (b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement: -- Party A appoints as its Process Agent _____________________________________ Party B appoints as its Process Agent _____________________________________ (c) OFFICES. The provisions of Section 10(a) will/will not* apply to this Agreement. (d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement: -- Party A is/is not* a Multibranch Party and, if so, may act through the following Offices: -- _________________________ ________________________ ______________________ _________________________ ________________________ ______________________ Party B is/is not* a Multibranch Party and, if so, may act through the following Offices: -- _________________________ ________________________ ______________________ _________________________ ________________________ ______________________ (e) CALCULATION AGENT. The Calculation Agent is __________________________ , unless otherwise specified in a Confirmation in relation to the relevant Transaction. - --------- * Delete as applicable. 33 ISDA(R) 1992 (f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document: --__ _______________________________________________________________________ _______________________________________________________________________ (g) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to Party A, ______________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ Credit Support Provider means in relation to Party B, _________________ _______________________________________________________________________ _______________________________________________________________________ (h) GOVERNING LAW. This Agreement will be governed by and construed in accordance with English law/the laws of the State of New York (without reference to choice of law doctrine)*. (i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement will not apply to the following Transactions or groups of Transactions (in each case starting from the date of this Agreement/in each case starting from ____________________________________ *) _______________________________________________________________________ _______________________________________________________________________ (j) "AFFILIATE" will have the meaning specified in Section 14 of this Agreement unless another meaning is specified here ______________________________ _______________________________________________________________________ _______________________________________________________________________ Part 5. OTHER PROVISIONS. - --------- * Delete as applicable. 34 EX-99.8 13 y94884exv99w8.txt VOTING AGREEMENT Exhibit 8 [Execution Copy] VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of February 5, 2003, by and among Cablevision Systems Corporation, a Delaware corporation (the "Company"), the holders of the Company's Cablevision NY Group Class B common stock listed on the signature pages hereto (each, a "Class B Stockholder"), and Quadrangle Capital Partners LP, a Delaware limited partnership (the "Purchaser"). WHEREAS, CSC Holdings, Inc., a Delaware corporation ("CSC Holdings"), the Company and the Purchaser have entered into a Securities Purchase Agreement, dated as of December 24, 2002 (the "Securities Purchase Agreement"), providing for, among other things, the sale and issuance by CSC Holdings to the Purchaser of 75,000 shares of the CSC Holdings' 10% Series A Exchangeable Participating Preferred Stock, which shares are exchangeable with the Company for shares of the Company's Cablevision NY Group Class A Common Stock, par value $.01 per share (the "Common Stock"); and WHEREAS, the parties hereto wish to enter into certain agreements as provided herein. NOW, THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, intending to be legally bound hereby, the parties agree as follows: 1. Voting Agreement. (a) In connection with each meeting of the stockholders of the Company at which directors of the Company are to be elected, so long as this Agreement is in effect and Steven Rattner has been nominated as a director, each Class B Stockholder agrees to Vote all of such Class B Stockholder's shares of capital stock of the Company in favor of Steven Rattner. For purposes of this Agreement, "Vote" shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action or taking other action in favor of or against any action. (b) In connection with each meeting of stockholders of the Company at which directors of the Company are to be elected, so long as this Agreement is in effect, the Purchaser agrees to Vote the Purchaser's shares of capital stock of the Company in favor of the nominees for director nominated by the Board of Directors of the Company. 2. Termination. All rights hereunder shall terminate at such time as the Purchaser or an Affiliated Fund (as defined in the Securities Purchase Agreement) beneficially own less than 50% of the number of shares of the Company's Common Stock beneficially owned by the Purchaser on the date hereof. 3. Miscellaneous. 3.1. Modification and Waiver. No amendment or modification of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by each of the parties hereto, No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. 3.2. Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. Any previous agreement or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded by this Agreement. 3.3. Severability. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 3.4. No Implied Rights. Nothing herein, express or implied, is intended to or shall be construed to confer upon or give to any person, firm, corporation or legal entity, other than the parties hereto, any interest, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby. 3.5. GOVERNING LAW. THIS AGREEMENT AND ALL DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF DELAWARE. 3.6. Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 3.7. Notices. All notices and other communications under this Agreement shall be in writing, and shall be deemed to have been duly given on the date of delivery if delivered personally or on the third business day after mailing or if mailed to the party to whom notice is to be given by first class mail, registered or certified, 2 postage prepaid, return receipt requested, and addressed as follows (until any such address is changed by notice duly given): if to the Company, to: Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, New York 11714 Telephone: (516) 803-2300 Facsimile: (516) 803-2577 Attention: General Counsel with a copy (which shall not constitute notice) to: Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 Attention: Robert Downes, Esq. if to a Class B Stockholder, to such Class B Stockholder: C/o Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, New York 11714 Telephone: (516) 803-2300 Facsimile: (516) 803-2577 Attention: General Counsel with a copies (which shall not constitute notice) to: Debevoise & Plimpton 919 Third Avenue New York, New York 10152 Telephone: (212) 909-6226 Facsimile: (212) 909-7226 Attention: Richard Bohm, Esq. 3 and William A. Frewin, Jr. c/o Dolan Family Office 340 Crossways Park Drive Woodbury, New York 11797 Telephone: (516) 803-9200 Facsimile: (516) 364-4592 if to Purchaser: Quadrangle Capital Partners LP 375 Park Avenue New York, New York 10152 Telephone: (212) 418-1700 Facsimile: (212) 418-1701 Attention: Peter R. Ezersky with a copy (which shall not constitute notice) to: Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 Attention: Barbara L. Becker, Esq. 3.8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company, the Class B Stockholders and the Purchaser have executed and delivered this Agreement, or a counterpart hereof, as of the date first written above. CABLEVISION SYSTEMS CORPORATION By: /s/ James L. Dolan --------------------------------- Name: James L. Dolan Title: Chief Executive Officer & President 4 THE CLASS B STOCKHOLDERS: CHARLES F. DOLAN By: /s/ Charles F. Dolan --------------------------------- DOLAN FAMILY LLC /s/ Edward Atwood ------------------------------------ By: Edward Atwood Title: Managing Member JAMES L. DOLAN /s/ James L. Dolan ------------------------------------ As Trustee for DC James Trust KATHLEEN M. DOLAN /s/ Kathleen M. Dolan ------------------------------------ As Trustee for Dolan Descendents Trust, Dolan Grandchildren Trust, Dolan Progeny Trust, Dolan Spouse Trust and DC Kathleen Trust PATRICK F. DOLAN /s/ Patrick Dolan ------------------------------------ As Trustee for DC Patrick Trust 5 DEBORAH A. DOLAN /s/ Deborah Dolan ------------------------------------ As Trustee for Dolan Descendants Trust, Dolan Grandchildren Trust, Dolan Progeny Trust, Dolan Spouse Trust and DC Deborah Trust THOMAS C. DOLAN /s/ Thomas C. Dolan ------------------------------------ As Trustee for DC Thomas Trust MARIANNE DOLAN WEBER /s/ Marianne Dolan Weber ------------------------------------ As Trustee for Dolan Descendants Trust, Dolan Grandchildren Trust, Dolan Progeny Trust, Dolan Spouse Trust and DC Marianne Trust PAUL J. DOLAN /s/ Paul J. Dolan ------------------------------------ As Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, DC James Trust and CFD Trust No. 10 MARY DOLAN /s/ Mary Dolan ------------------------------------ As Trustee for DC Deborah Trust and DC Patrick Trust 6 MATTHEW DOLAN /s/ Matthew Dolan ------------------------------------ As Trustee DC Thomas Trust and DC Marianne Trust JOHN MACPHERSON /s/ John MacPherson ------------------------------------ As Trustee for CFD Trust No. 1, CFD Trust No. 2, CFD Trust No. 3, CFD Trust No. 4, CFD Trust No. 5 and CFD Trust No. 6 HELEN A. DOLAN /s/ Helen A. Dolan ------------------------------------ As Trustee for the CFD 2001 Family Trusts LAWRENCE J. DOLAN /s/ Lawrence J. Dolan ------------------------------------ As Trustee for the CFA 2001 Family Trusts QUADRANGLE CAPITAL PARTNERS LP By: Quadrangle GP Investors LP, its General Partner By: Quadrangle GP Investors LLC, its General Partner /s/ Peter R. Ezersky -------------------------------- By: Peter R. Ezersky Title: Managing Member 7 -----END PRIVACY-ENHANCED MESSAGE-----