-----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, G28bxcKTB5YvkGP8GMxUwpuZ6g1+Vd6icSOB930NpzHxeAoO9DtHSFoeq3tFRT/t V4q/5JZMHbB6y1kz+5oaWQ== 0000950123-05-007522.txt : 20050620 0000950123-05-007522.hdr.sgml : 20050617 20050620071237 ACCESSION NUMBER: 0000950123-05-007522 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050620 DATE AS OF CHANGE: 20050620 GROUP MEMBERS: DAVID M. DOLAN GROUP MEMBERS: DEBORAH A. DOLAN-SWEENEY GROUP MEMBERS: HELEN A. DOLAN GROUP MEMBERS: JAMES L. DOLAN 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 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53757 FILM NUMBER: 05904538 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLAN CHARLES F CENTRAL INDEX KEY: 0000935761 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 y10120sc13dza.txt AMENDMENT NO. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8) 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) June 19, 2005 ------------------------------- (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 31 1. NAME OF REPORTING PERSON Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity 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 29,366,596 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,189,350 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 29,366,596 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,189,350 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,555,946 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% 14. TYPE OF REPORTING PERSON IN *Excludes 35,139,927 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 31 1. NAME OF REPORTING PERSON Helen A. 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 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 30,555,946 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 30,555,946 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,555,946 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% 14. TYPE OF REPORTING PERSON IN *Excludes 35,139,927 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 31 1. NAME OF REPORTING PERSON James L. Dolan, individually and as a Trustee of the D.C. James Trust and the CFD Trust No. 6 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 865,403 SHARES BENEFICIALLY 8. SHARED VOTING POWER 3,722,346 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 865,403 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 3,722,346 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,587,749 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14. TYPE OF REPORTING PERSON IN *Excludes 60,270,549 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 31 1. NAME OF REPORTING PERSON Thomas C. Dolan, individually and as a Trustee of the D.C. Thomas Trust and the CFD Trust No. 5 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 3,707,834 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 186,754 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 3,707,834 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,894,588 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 60,452,430 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 31 1. NAME OF REPORTING PERSON Patrick F. Dolan, individually and as a Trustee of the D.C. Patrick Trust and the CFD Trust No. 4 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 3,544,063 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 166,540 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 3,544,063 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,710,603 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14. TYPE OF REPORTING PERSON IN *Excludes 60,555,574 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 31 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, the D.C. Kathleen Trust and the CFD Trust No. 1 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 11,739,849 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 11,739,849 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,746,230 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% 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 52,420,415 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 31 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, the D.C. Marianne Trust and the CFD Trust No. 3 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 11,933 SHARES BENEFICIALLY 8. SHARED VOTING POWER 11,627,133 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 11,933 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 11,627,133 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,639,066 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% 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 52,533,131 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 31 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, the D.C. Deborah Trust and the CFD Trust No. 2 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 11,825,303 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 11,825,303 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,831,684 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% 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 52,420,415 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 31 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 4,549,196 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 4,549,196 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,549,196 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14. TYPE OF REPORTING PERSON IN *Excludes 59,611,068 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 31 1. NAME OF REPORTING PERSON David M. 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 1,237,596 SHARES BENEFICIALLY 8. SHARED VOTING POWER 4,571,196 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,237,596 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 4,571,196 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,792 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 59,611,068 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 David 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 11 of 31 1. NAME OF REPORTING PERSON Paul J. Dolan, as a Trustee of the 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, the CFD Trust No. 1 and the CFD Trust No. 6, 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 461,018 SHARES BENEFICIALLY 8. SHARED VOTING POWER 15,460,212 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 461,018 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 15,460,212 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,921,230 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% 14. TYPE OF REPORTING PERSON IN *Excludes the 48,303,070 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 12 of 31 1. NAME OF REPORTING PERSON Matthew J. Dolan, as a Trustee of the D.C. Marianne Trust, the D.C. Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5 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 500 SHARES BENEFICIALLY 8. SHARED VOTING POWER 7,272,492 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 500 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 7,272,492 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,272,992 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 14. TYPE OF REPORTING PERSON IN *Excludes 58,889,222 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 13 of 31 1. NAME OF REPORTING PERSON Mary S. Dolan, as a Trustee of the D.C. Deborah Trust, the D.C. Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4 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 2,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER 7,241,924 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 2,000 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 7,241,924 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,243,924 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 14. TYPE OF REPORTING PERSON IN *Excludes 56,940,277 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 14 of 31 Amendment No. 8 to Schedule 13D This Amendment to Schedule 13D is being filed jointly by Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust (the "2004 GRAT"), Helen A. Dolan, James L. Dolan, individually and as a Trustee of the D.C. James Trust and the CFD Trust No. 6, 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 and the CFD Trust No. 5; Patrick F. Dolan, individually and as a Trustee of the D.C. Patrick Trust and the CFD Trust No. 4 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"), the D.C. Kathleen Trust and the CFD Trust No. 1; Marianne Dolan Weber, individually and as a Trustee of each of the Family Trusts, the D.C. Marianne Trust and the CFD Trust No. 3; Deborah A. Dolan-Sweeney, individually and as a Trustee of each of the Family Trusts, the D.C. Deborah Trust and the CFD Trust No. 2; Lawrence J. Dolan, as a Trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"); David M. 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, the D.C. James Trust, the CFD Trust No. 1 and the CFD Trust No. 6, and as Trustee of the CFD Trust #10; Matthew J. Dolan as a Trustee of the D.C. Marianne Trust, the D.C. Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5; Mary S. Dolan, as a Trustee of the D.C. Deborah Trust, the D.C. Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4 (the "Reporting Persons"). The Reporting Persons report on Schedule 13D as members of a group (the "Group Members") that includes, in addition to the Reporting Persons, Dolan Family LLC, a limited liability company organized under the laws of the State of Delaware. The Schedule 13D (the "Schedule") filed by the Group Members on March 19, 2004, as amended and supplemented by Amendment No. 1 filed on April 9, 2004, Amendment No. 2 filed on June 30, 2004, Amendment No. 3 filed on March 3, 2005, Amendment No. 4 filed on March 10, 2005, Amendment No. 5 filed on March 25, 2004, Amendment No. 6 filed on March 31, 2005 and Amendment No. 7 filed on April 26, 2005, is hereby amended and supplemented by the Filing Parties as set forth below in this Amendment No. 8. ITEM 2 IDENTITY AND BACKGROUND The disclosure in the eighth paragraph of Item 2 is hereby amended and restated to read in its entirety as follows: "Marianne Dolan Weber is a director of the Issuer, and 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, the DC Marianne Trust and the CFD Trust No. 3." ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The disclosure in Item 3 is hereby amended and supplemented by adding the following after the eleventh paragraph thereof: "On May 12, 2005, James L. Dolan exercised options to purchase 273,882 shares of Class A Common Stock, having an aggregate exercise price of $4,457,574.46, through a broker-assisted cashless exercise. On May 13, 2005, James L. Dolan's spouse exercised options to purchase 8,874 shares of Class A Common Stock, having an aggregate exercise price of $112,326.10, through a broker-assisted cashless exercise." The disclosure in Item 3 is hereby amended and supplemented by adding the following after the final paragraph thereof: Page 15 of 31 "It is anticipated that the funding for the Transactions (as defined and described in Item 4 below) will be approximately $6.8 billion (including refinancing the Issuer's existing credit facility). Merrill Lynch & Co., Banc of America Securities LLC and Bank of America, N.A. and certain affiliates have executed a commitment letter, dated June 19, 2005, to fully finance the Transactions through a combination of revolving credit facilities, term loans, high yield notes and/or an interim loan credit facility. This summary of the commitment letter does not purport to be complete and is qualified in its entirety by the commitment letter attached hereto as Exhibit 20, the complete text of which is hereby incorporated by reference." ITEM 4 PURPOSE OF THE TRANSACTION The disclosure in Item 4 is hereby amended and supplemented by adding the following after the seventeenth paragraph thereof: "On June 19, 2005, Charles F. Dolan and James L. Dolan, on behalf of the Reporting Persons, submitted a proposal (the "Proposal Letter") to the Issuer's Board of Directors (the "Board") pursuant to which (1) Rainbow Media Holdings ("Rainbow"), a subsidiary of the Issuer that holds the Issuer's sports and programming assets and other assets listed on Annex A to the Proposal Letter, would be spun-off in a pro-rata distribution to the holders of the Issuer's common stock and (2) the public stockholders of the Issuer would receive $21.00 per share in cash in connection with a merger of an entity owned by the Reporting Persons with and into the Issuer. As a result of the transactions described in the Proposal Letter (the "Transactions"), the Reporting Persons would own 100% of the common equity of the Issuer. The Proposal Letter is conditioned upon the execution of mutually satisfactory definitive agreements. A copy of the Proposal Letter is attached as Exhibit 19 to this Schedule 13D and is incorporated by reference in its entirety. The Reporting Persons expect that the Board will form a special committee, wholly comprised of independent directors, to evaluate and negotiate the terms of the proposed transaction (the "Special Committee") and that the Special Committee will retain its own legal and financial advisors to assist in this process. The Reporting Persons do not intend to pursue the Transactions without the approval of the Special Committee. As indicated in the Proposal Letter, the Reporting Persons are interested only in pursuing the Transactions and do not intend to sell their common stock of the Issuer. If the Transactions are consummated, (i) the common stock of the Issuer would become eligible for termination of registration pursuant to Section 12(g) of the Exchange Act, (ii) the Common Stock would be delisted from the New York Stock Exchange and (iii) the Reporting Persons would expect to amend and restate the certificate of incorporation and bylaws of the Issuer to make such changes they deem necessary or appropriate. The Issuer would apply to the New York Stock Exchange for listing of the shares of Rainbow. If the Transactions are consummated, we anticipate that Charles F. Dolan will continue in the position of Chairman of the Issuer, James L. Dolan would be the Chairman and Chief Executive Officer of Rainbow and a director of the Issuer, Thomas Rutledge would be the Chief Executive Officer of the Issuer, and Hank Ratner would be the Vice Chairman of Rainbow. On June 20, 2005 the Reporting Persons issued a related press release, which is attached hereto as Exhibit 21, announcing the delivery of the Proposal Letter to the Board and providing a brief discussion of the Transactions." Page 16 of 31 The disclosure in Item 4 is hereby amended and supplemented by adding the following after the final paragraph thereof: "However, if the Transactions do not occur for any reason, the Group Members intend to review continuously the Issuer's business affairs, general industry and economic conditions and the capital needs of the Issuer. Based on such review, the Group Members may, from time to time, determine to increase their ownership of Class A Common Stock, approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D." ITEM 5 INTEREST IN SECURITIES OF THE ISSUER The disclosure in the first twelve paragraphs of Item 5 is hereby amended by and restated to read in its entirety as follows: "(a) and (b) The Group Members may be deemed to beneficially own an aggregate of 68,146,242 shares of Class A Common Stock as a result of their beneficial ownership of (i) 3,985,978 shares of Class A Common Stock (including 1,116,439 shares of restricted stock and options to purchase 260,852 shares of Class A Common Stock that are exercisable within 60 days of the date of this filing), and (ii) 64,160,264 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 23.8% 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 64,160,264 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 30,555,946 shares of Class A Common Stock, including (i) 1,452,275 shares of Class A Common Stock (including 250,000 shares of restricted stock), (ii) options to purchase 83,334 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 29,020,337 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 12.1% 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 346,259 shares of Class A Common Stock (including 250,000 shares of restricted stock and options to purchase 83,334 shares of Class A Common Stock that are exercisable within 60 days of this report) owned of record personally, 23,520,337 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally and 5,500,000 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 2004 GRAT and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation. He disclaims beneficial ownership of 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation, and this report shall not be 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 30,555,946 shares of Class A Common Stock, including (i) 1,452,275 shares of Class A Common Stock (including 250,000 shares of restricted stock), (ii) options to purchase 83,334 shares of Page 17 of 31 Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 29,020,337 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 12.1% 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) 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation and (b) 346,259 shares of Class A Common Stock (including 250,000 shares of restricted stock and options to purchase 83,334 shares of Class A Common Stock exercisable within 60 days of this report) owned of record by Charles F. Dolan personally, 23,520,337 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 5,500,000 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 2004 GRAT. 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 4,587,749 shares of Class A Common Stock, including (i) 697,875 shares of Class A Common Stock (including 690,494 shares of restricted stock) and (ii) 3,889,715 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 2.0% 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 865,403 shares of Class A Common Stock (including 7,381 shares of Class A Common Stock owned of record personally, 675,982 shares of restricted stock owned of record personally, 159 shares of Class A Common Stock held as custodian for a minor child, 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 14,512 shares of Class A Common Stock (including 14,512 shares of restricted stock) owned of record by his spouse, and 3,707,834 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 and the CFD Trust No. 6. He disclaims beneficial ownership of 159 shares of Class A Common Stock held as custodian for a minor child, 14,512 shares of Class A Common Stock (including 14,512 shares of restricted stock) owned of record by his spouse and an aggregate of 3,889,715 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, the DC James Trust and the CFD Trust No. 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. Thomas C. Dolan may be deemed to beneficially own an aggregate of 3,894,588 shares of Class A Common Stock, including (i) 96,993 shares of Class A Common Stock (including 87,422 shares of restricted stock), (ii) options to purchase 89,761 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 3,707,834 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 (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 9,571 shares of Class A Common Stock, 87,422 shares of restricted stock and options to Page 18 of 31 purchase 89,761 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 3,707,834 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 and the CFD Trust No. 5. He disclaims beneficial ownership of 3,707,834 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 the CFD Trust No. 5, 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 3,710,603 shares of Class A Common Stock, including (i) 45,783 shares of Class A Common Stock (including 28,334 shares of restricted stock), (ii) options to purchase 60,130 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 3,604,690 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 1.6% 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 17,449 shares of Class A Common Stock owned of record personally, 28,334 shares of restricted stock, options to purchase 60,130 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 3,544,063 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 and the CFD Trust No. 4. He disclaims beneficial ownership of an aggregate of 3,604,690 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, the DC Patrick Trust and the CFD Trust No. 4, 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 11,746,230 shares of Class A Common Stock, including (i) 6,381 shares of Class A Common Stock, and (ii) 11,739,849 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 5.0% 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 11,739,849 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 Kathleen Trust and the CFD Trust No. 1. She disclaims beneficial ownership of 11,739,849 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 Kathleen Trust and the CFD Trust No. 1 and this report shall 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 11,639,066 shares of Class A Common Stock, including (i) 7,933 shares of Class A Common Stock (including 6,381 shares of Class A Common Stock owned of record personally and 1,552 shares of restricted stock), (ii) options to purchase 4,000 shares of Class A Common Page 19 of 31 Stock that are exercisable within 60 days of this report, and (ii) 11,627,133 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 5.0% 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 11,933 shares of Class A Common Stock owned of record personally (including 6,381 shares of Class A Common Stock owned of record personally 1,552 shares of restricted stock, and options to purchase 4,000 shares of Class A Common Stock that are exercisable within 60 days of this report), and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 11,627,133 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 Marianne Trust and the CFD Trust No. 3. She disclaims beneficial ownership of 11,627,133 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, DC Marianne Trust and the CFD Trust No. 3, 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 11,831,684 shares of Class A Common Stock, including (i) 68,208 shares of Class A Common Stock (including 58,637 shares of restricted stock), (ii) options to purchase 23,627 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 11,739,849 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 5.0% 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 23,627 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 11,739,849 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 Deborah Trust and the CFD Trust No. 2. 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 23,627 shares of Class A Common Stock that are exercisable within 60 days) owned of record by her spouse, and 11,739,849 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 Deborah Trust and the CFD Trust No. 2, 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 4,549,196 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 2.0% 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 4,549,196 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. Page 20 of 31 David M. Dolan may be deemed to beneficially own an aggregate of 5,808,792 shares of Class A Common Stock, including (i) 1,259,596 shares of Class A Common Stock and (ii) 4,549,196 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. 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 1,237,596 shares of Class A Common Stock, including 40,773 shares of Class A Common Stock owned of record by the David M. Dolan Revocable Trust and 1,196,823 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 4,571,196 shares of Class A Common Stock, including 2,000 shares of Class A Common Stock owned jointly with his spouse, 20,000 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, and 4,549,196 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. David M. Dolan disclaims beneficial ownership of the 1,196,823 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust, 20,000 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 4,549,196 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 deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A. Paul J. Dolan may be deemed to beneficially own an aggregate of 15,921,230 shares of Class A Common Stock, including (i) 64,036 shares of Class A Common Stock, and (ii) 15,857,194 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 6.7% 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 461,018 shares of Class A Common Stock, including 10,336 shares of Class A Common Stock held as custodian for minor children, 41,171 shares of Class A Common Stock owned of record by the CFD Trust #10, and 409,511 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 12,529 shares of Class A Common Stock owned jointly with his spouse, and an aggregate of 15,447,683 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, the DC Kathleen Trust, the CFD Trust No. 1 and the CFD Trust No. 6. He disclaims beneficial ownership of the 10,336 shares of Class A Common Stock held as custodian for minor children, the 41,171 shares of Class A Common Stock and 409,511 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 15,447,683 shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC James Trust, the DC Kathleen Trust, the CFD Trust No. 1 and the CFD Trust No. 6, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A." (c) Since the most recent Amendment to the Schedule 13D filed on April 26, 2005, the following transactions in the Issuers Securities have been effected by Group Members: "On May 10, 2005, the trustees of the 2001 Trust converted 16,853 shares of the Class B Common Stock held in the 2001 Trust into an equal number of shares of Class A Common Stock. Lawrence J. Dolan and David M. Dolan have shared voting and dispositive power over the shares held by the 2001 Trust as co-trustees. Each of Page 21 of 31 Lawrence J. Dolan and David M. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the beneficial owner of such securities. On or about May 12, 2005, the Dolan Family Foundation disposed of 26,097 shares of Class A Common Stock through multiple gifts to different recipients. Charles F. Dolan and Helen A. Dolan have shared voting and dispositive power over the shares held by the Dolan Family Foundation. Each of Charles F. Dolan and Helen A. Dolan disclaims beneficial ownership of the 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation and this report shall not be deemed to be an admission that either of these persons is the owner of such securities. On May 12, 2005, Charles F. Dolan converted 698,811 shares of the Class B Common Stock into an equal number of shares of Class A Common Stock and disposed of 198,811 of such shares of Class A Common Stock through multiple gifts to different recipients. On May 12, 2005, Charles F. Dolan sold 500,000 shares of Class A Common Stock on the open market for a sale price of $26.67 per share. On May 12, 2005, James L. Dolan exercised options to purchase 273,882 shares of Class A Common Stock. The exercise price of 47,637 of these options was $6.8828; the exercise price of 142,911 of these options was $16.7798 per share and the exercise price of the remaining 83,334 options was $20.78 per share. On the same day, James L. Dolan sold the 273,882 shares acquired pursuant to the option exercise in a block sale for $26.16 per share. On May 13, 2005, James L. Dolan's spouse exercised options to purchase 8,874 shares of Class A Common Stock. The exercise price of 357 of these options was $3.07363, the exercise price of 2,380 of these options was $6.8828, the exercise price of 774 of these options was $18.5666, the exercise price of 4,763 of these options was $15.568 and the exercise price of the remaining 600 options was $10.5431. On the same day, James L. Dolan's spouse sold the 8,874 shares acquired upon the exercise of such options on the open market at the following sales prices: 3,800 shares at $25.85 per share and 5,074 shares for $25.86 per share. James L. Dolan may be deemed to have shared voting and dispositive power over the securities held by his spouse. He disclaims beneficial ownership of the securities owned of record by his spouse and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. On May 16, 2005, the trustees of the 2001 Trust sold a total of 28,000 shares of Class A Common Stock at the following sale prices: 6,200 shares at $25.55 per share; 10,100 shares at $25.56 per share; 1,300 shares at $25.57 per share; 1,000 shares at $25.59 per share; 2,000 shares at $25.60 per share; 100 shares at $25.61 per share; 1,400 shares at $25.62 per share; 700 shares at $25.63 per share; 500 shares at $25.66 per share; 1,800 shares at $25.71 per share; 900 shares at $25.72 per share; 100 shares at $25.73 per share; 500 shares at $25.74 per share; 800 shares at $25.75 per share; and 600 shares at $25.79 per share. These sales were made by a broker pursuant to the separate Sales Plans entered into by each of the 2001 Trust for the benefit of Patrick F. Dolan and the 2001 Trust for the benefit of Deborah A. Dolan-Sweeney. The sub-trust for the benefit of Patrick F. Dolan sold 18,200 shares and the sub-trust for the benefit of Deborah A. Dolan-Sweeney sold 9,800 shares. Lawrence J. Dolan and David M. Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees. Each of Lawrence J. Dolan and David M. Dolan disclaims beneficial ownership of the Page 22 of 31 securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that either of these persons is the owner of such securities. On May 19, Marianne Dolan Weber received a compensatory grant from the Issuer of 1,552 restricted shares of Class A Common Stock and options to acquire 4,000 shares of Class A Common Stock. On May 25, 2005, Charles F. Dolan converted 500,000 shares of the Class B Common Stock into an equal number of shares of Class A Common Stock and sold such shares of Class A Common Stock on the open market for a sale price of $25.00 per share. On May 25, 2005, the trustees of the 2001 Trust sold a total of 126,000 shares of Class A Common Stock at the following sale prices: 59,100 shares at $25.75 per share; 2,700 shares at $25.76 per share; 1,200 shares at $25.77 per share; 12,400 shares at $25.80 per share; 200 shares at $25.81 per share; 2,000 shares at $25.83 per share; 1,000 shares at $25.84 per share; 12,500 shares at $25.85 per share; 200 shares at $25.86 per share; 100 shares at $25.87 per share; 200 shares at $25.91 per share; 1,900 shares at $25.92 per share; 700 shares at $25.93 per share; 19,400 shares at $26.05 per share; 200 shares at $26.06 per share; 4,000 shares at $26.07 per share; 900 shares at $26.08 per share; 4,900 shares at $26.10 per share; and 2,400 shares at $26.11 per share. These sales were made by a broker pursuant to the separate Sales Plans entered into by each of the 2001 Trust for the benefit of Patrick F. Dolan and the 2001 Trust for the benefit of Deborah A. Dolan-Sweeney. The sub-trust for the benefit of Patrick F. Dolan sold 25,460 shares and the sub-trust for the benefit of Deborah A. Dolan-Sweeney sold 100,540 shares. Lawrence J. Dolan and David M. Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees. Each of Lawrence J. Dolan and David M. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities." ITEM 7 The disclosure in Item 7 is hereby amended by amending and restating Exhibit A to read in its entirety as Exhibit A attached hereto. The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order: Exhibit B.2: Joint Filing Agreement, dated as of June 20, 2005 Exhibit 19: Proposal Letter from Charles F. Dolan and James L. Dolan, on behalf of the Reporting Persons, to the Issuer, dated June 19, 2005 Exhibit 20: Commitment letter dated as of June 19, 2005 executed by Merrill Lynch Capital Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Bank of America, N.A. and Banc of America Bridge LLC Exhibit 21: Press Release, dated June 20, 2005 Page 23 of 31 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: June 20, 2005 CHARLES F. DOLAN, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust By: /s/ Charles F. Dolan ------------------------------------ HELEN A. DOLAN By: /s/ Helen A. Dolan ------------------------------------ JAMES L. DOLAN, individually and as a Trustee of the D.C. James Trust, the CFD Trust No. 6, 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 and the CFD Trust No. 5 By: /s/ Thomas C. Dolan ------------------------------------ PATRICK F. DOLAN, individually and as a Trustee of the D.C. Patrick Trust, the CFD Trust No. 4 and the Tara Dolan 1989 Trust By: /s/ Patrick F. Dolan ------------------------------------ KATHLEEN M. DOLAN, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Kathleen Trust and the CFD Trust No. 1 By: /s/ Kathleen M. Dolan ------------------------------------ MARIANNE DOLAN WEBER, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Marianne Trust and the CFD Trust No. 3 By: /s/ Marianne Dolan Weber ------------------------------------ Page 24 of 31 DEBORAH A. DOLAN-SWEENEY, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Deborah Trust and the CFD Trust No. 2 By: * ------------------------------------ LAWRENCE J. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust By: * ------------------------------------ DAVID M. 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, the D.C. James Trust, the CFD Trust No. 1 and the CFD Trust No. 6 and as Trustee of the CFD Trust #10 By: * ------------------------------------ MATTHEW J. DOLAN, as a Trustee of the D.C. Marianne Trust, the D.C. Thomas Trust, CFD Trust No. 3 and CFD Trust No. 5 By: * ------------------------------------ MARY S. DOLAN, as a Trustee of the D.C. Deborah Trust, the D.C. Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4 By: * ------------------------------------ * By: /s/ Brian G. Sweeney ------------------------------------ As Attorney-in-Fact Page 25 of 31 EX-99.A 2 y10120exv99wa.txt EX-99.A: NAMES OF FAMILY TRUST AND BENFICIARY 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 June 19, 2005, 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 13D 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 June 19, 2005 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 26 of 31 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. Each of Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne Dolan-Weber, Patrick F. Dolan, Thomas C. Dolan and James L. Dolan is a co-trustee, respectively, of CFD Trust No. 1 (with Paul J. Dolan as co-trustee), CFD Trust No. 2 (with Mary Dolan as co-trustee), CFD Trust No. 3 (with Matthew Dolan as co-trustee), CFD Trust No. 4 (with Mary Dolan as co-trustee), CFD Trust No. 5 (with Matthew J. Dolan as co-trustee), and CFD Trust No. 6 (with Paul J. Dolan as co-trustee) (collectively, the "CFD Children's Trusts"). As of April 25, 2005, the CFD Children's Trusts beneficially owned an aggregate of 10,380,845 shares of Class B Common Stock. 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 Kathleen M. Dolan CFD Trust No. 2 Deborah A. Dolan-Sweeney CFD Trust No. 3 Marianne Dolan Weber CFD Trust No. 4 Patrick F. Dolan CFD Trust No. 5 Thomas C. Dolan CFD Trust No. 6 James L. Dolan
Page 27 of 31 Paul J. Dolan is the sole trustee of CFD Trust #10. As of June 19, 2005, CFD Trust #10 owned 43,511 shares of Class A Common Stock and 409,511 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 June 19, 2005, 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 Lawrence J. Dolan and David M. 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 June 19, 2005, the 2001 Trust owned 4,549,196 shares of Class B Common Stock. The property held in 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 Page 28 of 31 whom the sub-trust was set apart, and the descendants of such child (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. David M. 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 David M. 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 discretion of Lawrence J. Dolan and David M. Dolan, as trustees, 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 Lawrence J. Dolan and David M. Dolan, as trustees thereof have the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2001 Trust to the Beneficiaries. Charles F. Dolan is the settlor and sole trustee, and the beneficiary, of the Charles F. Dolan 2004 Grantor Retained Annuity Trust (the "GRAT"), created on August 2, 2004 for a term of two years. On June 19, 2005, the GRAT owned 5,500,000 shares of Class B Common Stock. Pursuant to the terms of the GRAT, annuity payments will be made to Charles F. Dolan (or to his estate, if he is not living) on or about each of August 2, 2005 and August 2, 2006, each in an amount equal to 53.7808% of the initial fair market value of assets contributed to the trust at the creation of the GRAT. Upon the expiration of the GRAT term, if Charles F. Dolan is then living any remaining assets in the GRAT will be distributed to the 2001 Trust or, if the 2001 Trust is not then in existence, to Charles F. Dolan's then living descendants, per stirpes. If Charles F. Dolan dies prior to the termination of the GRAT, it is expected that any remaining GRAT assets will be returned to his estate. Page 29 of 31 EX-99.B.2 3 y10120exv99wbw2.txt EX-99.B.2: JOINT FILING AGREEMENT Exhibit B.2 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 June 20, 2005 CHARLES F. DOLAN, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust By: /s/ Charles F. Dolan ------------------------------------ HELEN A. DOLAN By: /s/ Helen A. Dolan ------------------------------------ JAMES L. DOLAN, individually and as a Trustee of the D.C. James Trust, the CFD Trust No. 6, 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 and the CFD Trust No. 5 By: /s/ Thomas C. Dolan ------------------------------------ PATRICK F. DOLAN, individually and as a Trustee of the D.C. Patrick Trust, the CFD Trust No. 4 and the Tara Dolan 1989 Trust By: /s/ Patrick F. Dolan ------------------------------------ KATHLEEN M. DOLAN, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Kathleen Trust and the CFD Trust No. 1 By: /s/ Kathleen M. Dolan ------------------------------------ MARIANNE DOLAN WEBER, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Marianne Trust and the CFD Trust No. 3 By: /s/ Marianne Dolan Weber ------------------------------------ Page 30 of 31 DEBORAH A. DOLAN-SWEENEY, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Deborah Trust and the CFD Trust No. 2 By: * ------------------------------------ LAWRENCE J. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust By: * ------------------------------------ DAVID M. 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, the D.C. James Trust, the CFD Trust No. 1 and the CFD Trust No. 6 and as Trustee of the CFD Trust #10 By: * ------------------------------------ MATTHEW J. DOLAN, as a Trustee of the D.C. Marianne Trust, the D.C. Thomas Trust, CFD Trust No. 3 and CFD Trust No. 5 By: * ------------------------------------ MARY S. DOLAN, as a Trustee of the D.C. Deborah Trust, the D.C. Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4 By: * ------------------------------------ * By: /s/ Brian G. Sweeney ------------------------------------ As Attorney-in-Fact Page 31 of 31 EX-19 4 y10120exv19.txt EX-19: PROPOSAL FOR A TRANSACTION Exhibit 19 June 19, 2005 Board of Directors Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, NY 11714-3581 Members of the Board of Directors: Charles F. Dolan and James L. Dolan, on behalf of members of the Dolan family (the "Family Group") who own approximately 20% of the common stock (representing approximately 71% of the voting power) of Cablevision Systems Corporation (the "Company"), are pleased to submit this proposal for a transaction which delivers value of $33.50 per share to the Company's public stockholders. Under our proposed transaction, (1) Rainbow Media Holdings ("Rainbow") would be distributed to all Company stockholders on a pro rata basis and (2) the public stockholders would receive $21.00 per share in cash in connection with a merger of the Company with an entity owned by the Family Group (the "Transaction"). Merrill Lynch & Co. ("Merrill Lynch") and Banc of America Securities LLC, Bank of America, N.A., and certain of their affiliates ("Bank of America") have agreed to fully finance the cash payment to the public stockholders. We believe that our proposal is fair to and in the best interests of the Company and its public stockholders. - The Transaction does not involve a change of control, yet the consideration to be received by the public stockholders represents a 25% premium over Friday's closing price and a 27% premium to the average closing price of the Class A common stock for the last 30 days. - The cash payment of $21.00 per share values the cable and telecommunications business at $4,377 per cable subscriber, substantially higher than recent comparable transactions. - The proposal would also unlock the significant value of the Company's scarce programming and sports assets, including four national cable networks, strong regional sports networks and one of the world's finest sports and entertainment arenas - Madison Square Garden. - When adjusted for the estimated value of $12.50 per Company share from the distribution of Rainbow (in line with Wall Street analysts' estimates of value of $9 - $15 per Company share), the premium offered for the Company's core cable and telecommunications business is approximately 46%. As you are aware, with new technologies and competitors redefining content delivery, the cable and telecommunications business has entered a new and challenging era. We strongly believe that a long term, entrepreneurial management perspective - not constrained by the public markets' tendency to focus on short term results - will better enable a new entity consisting of the cable and telecommunications business ("Telecom") to successfully meet the challenges of intensifying telecom and DBS competition and the risk of new wireless entrants. The Family Group is willing to assume the risks of full ownership and our proposal will ensure the Company has the flexibility in the future to compete effectively. We are convinced that private ownership of Telecom is highly desirable and will allow the new entity to attain its long-term business objectives. We anticipate that Charles Dolan would be the Chairman of Telecom, James Dolan would be the Chairman and CEO of Rainbow and a director of Telecom, Thomas Rutledge would be the CEO of Telecom, and Hank J. Ratner would be the Vice Chairman of Rainbow. Our proposal contemplates that the existing arrangements between Telecom and Rainbow are preserved in a manner consistent with the Company's current budget and long-term plan. The total funds necessary to consummate the Transaction (including refinancing the Company's existing credit facility) are expected to be approximately $6.8 billion. As noted, these funds would be provided by committed debt financing from Merrill Lynch and Bank of America. Copies of the executed commitment letters will be delivered to you under separate cover. Representatives of Merrill Lynch and Bank of America stand ready to discuss the financing. The organizational structure and key assets of Telecom and Rainbow are illustrated in Annex A and details of the contemplated capital structure of Telecom as a result of the Transaction are contained in Annex B. Given our involvement with the Company, we anticipate that the Board of Directors will form a special committee of independent directors (the "Committee") to respond to our proposal on behalf of the Company's public shareholders. We encourage the Committee to retain its own legal and financial advisors to assist in its review. The Board of Directors should be aware that we do not intend to pursue our proposal without the approval of the Committee. We request the opportunity to present fully our proposal to the Committee and answer any questions at the Committee's earliest convenience. We will soon be prepared to provide the Committee and its legal and financial advisors with draft agreements documenting the Transaction and to expeditiously negotiate definitive forms of such agreements. Obviously, neither the Company, on the one hand, nor the Family Group, on the other, will have any legal obligation relating to the Transaction until mutually satisfactory definitive agreements have been executed by all parties. In considering our proposal, you should be aware that we are interested only in pursuing the proposed transaction and will not sell our stake in the Company. We will, of course, promptly file with the SEC an amendment to our Schedule 13-D, in compliance with our legal obligations, which will include a copy of this letter. We also believe it is appropriate for us to issue a press release announcing our intention to commence this process. A copy is attached for your information. We expect to issue the press release the morning of Monday, June 20th, prior to opening of trading. Again, we welcome the opportunity to discuss with you all aspects of this proposal and are prepared to commence negotiations with respect to the Transaction immediately. Please contact us at your earliest convenience. We look forward to hearing from you and appreciate your consideration of this important matter. Sincerely, Charles F. Dolan /s/ Charles F. Dolan James L. Dolan /s/ James L. Dolan ANNEX A The following table illustrates the organizational structure and key assets of Telecom and Rainbow:
CABLEVISION ----------------------------------------------------------- TELECOM RAINBOW ------------------------------ --------------------------- TRANSACTION: Family Group takes private Pro rata spin-off to all shareholders KEY ASSETS: Cable National Cable Networks Lightpath (AMC, IFC, WE) Public Securities MSG (excluding GE stock) Regional Sports Networks fuse News 12 VOOM 21 Clearview Cinemas Public Securities - GE stock VALUE PER SHARE: $21.00 per share in cash $12.50 per share in Rainbow (10.9x LTM EBITDA and $4,377 per Cable subscriber)
ANNEX B The following table details the capital structure of Telecom pro forma for the Transaction proposed by the Family Group (the Transaction does not require incremental debt at Rainbow): TELECOM PRO FORMA CAPITAL STRUCTURE (Dollars in Millions)
PRO FORMA Q4 EST. 2005 ------------ TOTAL CASH -- New OpCo Bank Debt $ 2,311 Existing OpCo Notes (CSC Holdings and CVC) 5,944 New HoldCo Notes 4,250 Capital Leases 4 ------- TOTAL DEBT $12,508 NET DEBT $12,508
EX-20 5 y10120exv20.txt EX-20: CREDIT FACILITIES COMMITMENT LETTER EXHIBIT 20 MERRILL LYNCH CAPITAL CORPORATION BANC OF AMERICA SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH BANC OF AMERICA, N.A. INCORPORATED BANC OF AMERICA BRIDGE LLC 4 WORLD FINANCIAL CENTER 9 WEST 57TH STREET NORTH TOWER NEW YORK, NY 10019 NEW YORK, NY 10080 June 19, 2005 Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, New York 11714 Attention: Victoria D. Salhus, Senior Vice President, Deputy General Counsel and Secretary PROJECT CENTRAL PARK CREDIT FACILITIES COMMITMENT LETTER Ladies and Gentlemen: You, Cablevision Systems Corporation, a Delaware corporation ("you" or "Central Park"), have advised Merrill Lynch Capital Corporation ("Merrill Lynch"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Banc of America Securities LLC ("BAS"), Bank of America, N.A. ("Bank of America") and Banc of America Bridge LLC ("Banc of America Bridge") that you intend to undertake a going private recapitalization of Central Park by consummating the Specified Transactions described in Exhibit A hereto. The sources and uses of the funds necessary to consummate the Specified Transactions and the other transactions contemplated hereby are set forth on Schedule I to this Commitment Letter. For purposes of this Commitment Letter, Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge are collectively referred to as the "Banks", "we" or "us" and individually as a "Bank". In addition, you have advised Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge that, in connection with the consummation of the Specified Transactions: (a) New Opco (as defined in Exhibit A hereto) will enter into senior secured credit facilities in the aggregate amount of $2.8 billion (the "New Opco Senior Credit Facilities"), consisting of (i) a $600.0 million term A loan facility (the "Term Loan A Facility"), (ii) a $1.7 billion term B loan facility (the "Term Loan B Facility" and together with the Term Loan A Facility, the "Term Loan Facilities") and (iii) a $500.0 million revolving loan facility (the "Revolving Loan Facility"). (b) New Holdco (as defined in Exhibit A hereto) will raise gross cash proceeds of not less than $4.25 billion from either (A) the issuance of to-be-determined combination of unse- cured senior fixed and floating rate notes (the "New Holdco Senior Notes") due not earlier than eight years from the date of issuance and having no scheduled principal payments prior to maturity (the "New Holdco Senior Note Offering") or (B) the draw down under an unsecured senior interim loan (the "New Holdco Interim Loan") that would be anticipated to be refinanced with debt securities substantially similar to the New Holdco Senior Notes (the "New Holdco Take-out Securities"). The New Holdco Interim Loan and the New Opco Senior Credit Facilities are collectively referred to as the "Credit Facilities". The proceeds of the New Opco Senior Credit Facilities and the New Holdco Senior Notes (or the New Holdco Interim Loans) will be applied (i) to effect the Specified Transactions and (ii) to pay fees and expenses in connection therewith. The Specified Transactions, the New Holdco Senior Note Offerings (if any are consummated), the entering into and borrowings under the Credit Facilities by the parties herein described, the other transactions contemplated hereby entered into and consummated in connection with the Specified Transactions and the payment of any related fees and expenses are herein collectively referred to as the "Transactions". You have requested that Merrill Lynch, Bank of America and Banc of America Bridge commit to provide the Credit Facilities to finance in part the Specified Transactions and to pay certain related fees and expenses. Accordingly, subject to the terms and conditions set forth below, Merrill Lynch , MLPF&S, BAS, Bank of America and Banc of America Bridge hereby agree with you as follows: 1. Commitments. (a) (i) Merrill Lynch hereby commits to provide to New Opco 50% of the aggregate principal amount of the New Opco Senior Credit Facilities and (ii) Bank of America hereby commits to provide to New Opco 50% of the aggregate principal amount of the New Opco Senior Credit Facilities, in each case upon the terms and subject to the conditions set forth or referred to herein, in the Fee Letter and in the New Opco Senior Credit Facilities Summary of Terms and Conditions attached hereto (and incorporated by reference herein) as Exhibit B (the "New Opco Senior Credit Facilities Term Sheet"). (b) (i) Merrill Lynch hereby commits to provide to New Holdco 50% of the aggregate principal amount of the New Holdco Interim Loan and (ii) Banc of America Bridge hereby commits to provide to New Holdco 50% of the aggregate principal amount of the New Holdco Interim Loan, in each case upon the terms and subject to the conditions set forth or referred to herein, in the Fee Letter and in the New Holdco Interim Loan Interim Loan Summary of Terms and Conditions attached hereto (and incorporated by reference herein) as Exhibit C (the "New Holdco Interim Loan Term Sheet"). The New Opco Senior Credit Facilities Term Sheet and the New Holdco Interim Loan Term Sheet are collectively referred to as the "Term Sheets" and each as a "Term Sheet". The commitments of each of Merrill Lynch, Bank of America and Banc of America Bridge hereunder are subject to the negotiation, execution and delivery of definitive documentation governing each of the Credit Facilities consistent with the terms and conditions set forth herein and in the Term Sheets and otherwise reasonably satisfactory to you and us (collectively, the "Loan Documents"). Please note that all -2- material terms and conditions of the commitments of each of Merrill Lynch, Bank of America and Banc of America Bridge are set forth herein, and in the Term Sheets and the Fee Letter; it being understood and agreed that all the terms and conditions of such commitments are not limited to those set forth herein or in the Term Sheets. Those matters that are not covered or made clear herein or in the Term Sheets or the Fee Letter are subject to the mutual agreement of the parties. 2. Syndication. We reserve the right and intend, prior to or after the execution of the Loan Documents, to syndicate all or a portion of our commitments related to each Credit Facility to one or more financial institutions in consultation with you (together with Merrill Lynch, Bank of America and Banc of America Bridge, the "Lenders"); provided, however, that any such syndication of the Commitments related to the New Holdco Interim Loan prior to the execution of the Loan Documents for such New Holdco Interim Loan shall not result in Merrill Lynch, Banc of America Bridge and any other entity with a bookrunning manager role in respect of the New Holdco Interim Loan (or such entity's affiliate that is a Lender thereunder) (such entity referred to as "Other Interim Loan Bookrunner") holding in the aggregate less than 51% of the aggregate amount of the New Holdco Interim Loan made on the Closing Date. Notwithstanding anything to the contrary contained herein, any assignments of the New Holdco Interim Loan by any Lender thereunder (including Merrill Lynch, Banc of America Bridge and any Other Interim Loan Bookrunner) on or following the Closing Date shall be governed by the provisions in the section entitled "Assignments and Participations" set forth in the New Holdco Interim Term Sheet. Upon any such additional Lender issuing its commitment to provide a portion of any of the Credit Facilities, in the case of the New Opco Senior Credit Facilities, Merrill Lynch and Bank of America and, in the case of the Interim Loans, Merrill Lynch and Banc of America Bridge, in each case shall be released on a pro rata basis from a portion of their commitment in respect of such Credit Facility in an aggregate amount equal to the commitment of such Lender. It is understood and agreed that: (a) BAS (or one of its affiliates) and MLPF&S (or one of its affiliates) shall act as joint lead arrangers and bookrunning managers (in such capacities, the "New Opco Senior Credit Facilities Lead Arrangers") of and syndication agents and documentation agents for the New Opco Senior Credit Facilities, (b) Bank of America shall act as sole and exclusive administrative agent for the New Opco Senior Credit Facilities (in such capacity, the "New Opco Senior Credit Facilities Administrative Agent"), (c) MLPF&S (or one of its affiliates) and BAS (or one of its affiliates) shall act as joint lead arrangers and bookrunning managers (in such capacities for the New Holdco Interim Loan, collectively, the "Interim Loan Lead Arrangers" and together with the New Opco Senior Credit Facilities Lead Arrangers the "Lead Arrangers") of and syndication agents and documentation agents for the New Holdco Interim Loan and (d) Merrill Lynch shall act as sole and exclusive administrative agent for the New Holdco Interim Loan (in such capacity, the "Interim Loan Administrative Agent" and together with the New Opco Senior Credit Facilities Administrative Agent, the "Administrative Agents"). Subject to the immediately succeeding paragraph, (a) any agent or arranger titles (including co-agents) awarded to other Lenders for any Credit Facility are subject to the Lead Arrangers' prior approval and shall not entail any role with respect to the matters referred to in this paragraph or in paragraph 1 above without the Lead Arrangers' prior consent, and (b) you agree that no Lender will receive compensation outside the terms contained herein and in the Fee Letter in order to obtain its commitment to participate in any of the Credit Facilities. It is understood and agreed that, subject to the immediately succeeding paragraph, you may appoint additional arranger titles other than lead arrangers (including co-agents) to other lenders, underwriters, initial purchasers or placement agents in connection with a Credit Facility, provided that (i) no more than two additional bookrunner or equivalent titles or roles may be awarded in connection with any one Credit Facility, (ii) each of (x) Merrill, MLPF&S or their respective affiliates, taken as a whole, and -3- (y) BAS, Bank of America, Banc of America Bridge or any of their respective affiliates, taken as a whole, shall be offered equal and no less than 25% of the total economics in connection with each such Credit Facility and (iii) no additional arranger, agent, manager, underwriter, initial purchaser, placement agent or bookrunner shall be offered economics greater than Merrill, MLPF&S, BAS, Bank of America, Banc of America Bridge in connection with any Credit Facility. It is further understood and agreed that: (a) with respect to any marketing, legal or informational materials in connection with the New Opco Senior Credit Facilities, Merrill Lynch's and MLPF&S's name shall receive "top left" placement and BAS', Bank of America's and Banc of America Bridge's names shall receive "top right" placement on any such marketing, legal or informational materials; and (b) with respect to any marketing, legal or informational materials in connection with the New Holdco Interim Loan, BAS', Bank of America's and Banc of America Bridge's name shall receive "top left" placement and Merrill Lynch's and MLPF&S's names shall receive "top right" placement on any such marketing, legal or informational materials; and (c) MLPF&S and BAS shall be the only joint Lead Arrangers with respect to the Credit Facilities (it being further understood and agreed no other entity shall receive "middle" (between the right and left) placement on any such marketing, legal or informational materials in connection with any of the Credit Facilities). The Lead Arrangers (or their respective affiliates) will manage all aspects of the syndication of each Credit Facility (in consultation with you), including decisions as to the selection of potential Lenders to be approached and when they will be approached, when their commitments will be accepted, which Lenders will participate and the final allocations of the commitments among the Lenders (which are likely not to be pro rata across facilities among Lenders) for each Credit Facility, and will perform all functions and exercise all authority as is customarily performed and exercised in the capacities of lead arranger, book running manager and syndication agent and documentation agent, including selecting counsel for the Lenders and negotiating the Loan Documents. You understand that we intend to commence the separate syndication of each of the Credit Facilities promptly, and you agree actively to assist us in achieving a timely syndication that is reasonably satisfactory to you and us. The syndication efforts will be accomplished by a variety of means, including direct contact during the syndication between senior management, advisors and affiliates of Central Park and its restricted subsidiaries on the one hand, and the proposed Lenders on the other hand, and Central Park and its restricted subsidiaries and affiliates hosting, with us, one or more meetings with prospective Lenders at such times and places as the Lead Arrangers may reasonably request. You agree, upon our request, to (a) provide, and use commercially reasonable efforts to cause your affiliates and advisors to provide, to us all information available to you and reasonably requested by us to successfully complete the syndication, including the information and projections (including updated projections) contemplated hereby, and (b) assist, and use commercially reasonable efforts to cause your affiliates and advisors to assist, us in the preparation of a Confidential Information Memorandum and other marketing materials (the contents of which you shall be solely responsible for) to be used in connection with the syndication, including using commercially reasonable efforts to make available representatives of Central Park and its restricted subsidiaries for due diligence and road shows. You also agree to use your commercially reasonable efforts to ensure that our syndication efforts benefit materially from your (and your affiliates') existing lending relationships. Each Lead Arranger reserves the right to engage the services of its respective affiliates in furnishing the services to be performed as contemplated herein and to allocate (in whole or in part) to any such affiliates any fees payable to it in such manner as it and its affiliates may agree in their sole discretion. 3. Fees. As consideration for our commitments hereunder and our undertakings to arrange, manage, structure and syndicate the Credit Facilities, you agree to pay to us the fees set forth in the Fee Letter as and when payable thereunder. -4- 4. Conditions. Our commitments and undertakings hereunder are subject to the conditions set forth elsewhere herein, in the Term Sheets and in Exhibit D attached hereto. 5. Information and Investigations. You hereby represent and covenant that (a) all information and data (excluding financial projections) that have been or will be made available by you, or on your behalf by any of your affiliates, representatives or advisors, to us or any Lender (whether before or after the date hereof) in connection with the Transactions (the "Information"), taken as a whole, is and will be complete and correct in all material respects and does not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made and (b) all financial projections, forecasts and other forward-looking information concerning Central Park and its subsidiaries and the Transactions (the "Projections") that have been made or will be prepared by you or on behalf of you by any of your affiliates, representatives or advisors and that have been or will be made available to us or any Lender in connection with the Transactions have been and will be prepared in good faith based upon assumptions believed by you to be reasonable. You agree to supplement the Information and the Projections from time to time until the consummation of the Merger and the initial funding under any of the Credit Facilities (the "Closing Date") and, if reasonably requested by us, for a reasonable period thereafter necessary to complete the syndication of the Credit Facilities so that the representation and covenant in the preceding sentence remain correct. In syndicating the Credit Facilities we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent check or verification thereof. You hereby acknowledge that (a) Merrill Lynch, MLPF&S, BAS and/or Bank of America will make available Information and Projections (collectively, "Borrower Materials") to the proposed syndicate of Lenders by posting the Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the proposed Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers (as defined in the Term Sheets) or their respective securities) (each, a "Public Lender"). You hereby agree that (w) you will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and include a reasonably detailed term sheet among such Borrower Materials and that all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC", you shall be deemed to have authorized Merrill Lynch, MLPF&S, BAS, Bank of America and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of the definitive credit documentation; and (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Lender". Merrill Lynch, MLPF&S, BAS and Bank of America shall be entitled, and hereby agree, to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Lender". The provisions of this paragraph are subject to, and do not qualify, our obligations under paragraph 8 below with respect to information. 6. Indemnification. You agree to indemnify and hold harmless Merrill Lynch, MLPF&S, BAS, Bank of America, Banc of America Bridge and each other Lender and their respective officers, directors, employees, affiliates, agents and controlling persons (each of Merrill Lynch, MLPF&S, BAS, Bank of America, Banc of America Bridge, each other Lender and each such other person being an "Indemnified Party") from and against any and all losses, claims, damages, costs, expenses and liabilities, joint or several, to which any Indemnified Party may become subject under any applicable -5- law, or otherwise related to or arising out of or in connection with this Commitment Letter, the Fee Letter, the Term Sheets, the Credit Facilities, the advances under the Credit Facilities, the use of proceeds of any such advances, any part of the Transactions or any related transaction and the performance by any Indemnified Party of the services contemplated hereby and will promptly reimburse each Indemnified Party for any and all expenses (including counsel fees and expenses) incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of you or any of your subsidiaries, affiliates, security holders or equity holders and whether or not any of the Transactions are consummated or this Commitment Letter is terminated, except to the extent that such loss, claim, damage, cost, expense or liability is finally determined by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Party or any Related Person (defined below) of such Indemnified Party. You further agree not to assert any claim against any Indemnified Party for consequential, punitive or exemplary damages on any theory of liability in connection in any way with the transactions described in or contemplated by this Commitment Letter. For purposes hereof, a "Related Person" of an Indemnified Party means (i) any of Merrill Lynch or MLPF&S or any of their respective affiliates, or any of the officers, directors, employees, agents or controlling persons thereof if the Indemnified Party is Merrill Lynch or MLPF&S or any of their affiliates, or any of their respective officers, directors, employees, agents or controlling persons, and (ii) BAS, Bank of America or Banc of America Bridge or any of their respective affiliates, or the officers, directors, employees, agents or controlling persons thereof if the Indemnified Party is BAS, Bank of America or Banc of America Bridge or any of their respective affiliates, or any of their respective officers, directors, employees, agents or controlling persons. You agree that, without the prior written consent of Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge (which consent shall not be unreasonably withheld or delayed), neither you nor any of your affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions hereof (whether or not any Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release in form and substance reasonably satisfactory to Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge of each Indemnified Party from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against you or any of your subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, you agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the fees and expenses of its legal counsel. 7. Expenses. You agree to reimburse us and our respective affiliates for our and their reasonable expenses upon our request made from time to time (including, without limitation, all reasonable due diligence investigation expenses, syndication expenses (including printing, distribution, bank meetings, IntraLinks and comparable services), travel expenses, duplication fees and expenses, audit fees, search fees, filing and recording fees and the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP and of Shearman & Sterling LLP (other than, in respect of Shearman & Sterling, fees and expenses related to any Senior Notes Offering and any other offering of debt securities) (including any local counsel (if necessary) acting on our behalf) and any sales, use or similar taxes (and any additions to such taxes) related to any of the foregoing) incurred in connection with the negotiation, prepara- -6- tion, execution and delivery, waiver or modification, collection and enforcement of this Commitment Letter, the Term Sheets, the Fee Letter and the Loan Documents and the security arrangements in connection therewith, whether or not such fees and expenses are incurred before or after the date hereof, (i) solely in the event that the Merger and initial funding under any of the Credit Facilities is consummated or (ii) to the extent that you are reimbursed by a third party for such costs and expenses. 8. Confidentiality. This Commitment Letter, the Term Sheets, the Fee Letter, the Engagement Letter, the contents of any of the foregoing and our and/or our respective affiliates' activities pursuant hereto or thereto are confidential and shall not be disclosed by or on behalf of you or any of your affiliates to any person without our prior written consent, except that you may disclose (a) this Commitment Letter, the Term Sheets and Annexes I and II to the Fee Letter (the "Annexes") or the contents thereof or any such activities pursuant thereto and/or our affiliates' activities pursuant hereto and thereto (it being understood and agreed that in no event shall the Fee Letter (other than the Annexes) or any part thereof or the contents thereof be disclosed to any person without our prior written consent) (i) to you and your affiliates, officers, directors, employees and advisors, but only in connection with the Transactions and on a confidential need-to-know basis, (ii) to the extent required by applicable law or compulsory legal process (based on the advice of legal counsel); provided, however, that in the event of any such compulsory legal process, you agree, to the extent practicable, to give us prompt notice thereof and to cooperate with us in securing a protective order in the event of compulsory disclosure; and provided, further that, to the extent practicable, any disclosure made pursuant to public filings shall be subject to our prior review; and (iii) to any actual or prospective Lender or any actual or prospective lender or investor in connection with the financing of the Transactions, any of their respective affiliates, and any of their respective partners, officers, directors, employees, agents, accountants, attorneys or other advisors of any of the foregoing, but only in connection with the Transactions and on a confidential need-to-know basis. You agree that you will permit us to review and approve any reference to Merrill Lynch, MLPF&S, BAS, Bank of America, Banc of American Bridge or any of our respective affiliates in connection with the Credit Facilities, the Transactions or any of the transactions contemplated hereby contained in any press release or similar public disclosure prior to public release. You agree that Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge and our respective affiliates may share among us and/or with any of our respective affiliates, officers and advisors any information relating to or concerning the Transactions, you and your subsidiaries and affiliates, or any of the matters contemplated hereby, on a confidential basis. Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge each agree to treat, and cause any of its respective affiliates and officers to treat, all non-public information provided to it by you or on your behalf as confidential information. Your obligations under this paragraph shall remain effective whether or not any Loan Documents are entered into or the Transactions are consummated or any extensions of credit are made under the Credit Facilities or this Commitment Letter is terminated or expires. You should be aware that Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge and/or our respective affiliates may be providing financing or other services to parties whose interests may conflict with yours. Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge each agree that it will not furnish confidential information obtained from you to any of our other customers. By the same token, Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge will not make available to you confidential information that we have obtained or may obtain from any other customer. Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge each hereby notify you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the "Patriot Act"), each of us and each of the other Lenders is re- -7- quired to obtain, verify and record information that identifies you, each of the Central Park Entities and each Loan Party (as defined in the New Opco Senior Credit Facilities Term Sheet), which information includes names and addresses and other information that will allow each of us or such other Lender, as applicable, to identify you, each of the Central Park Entities and each Loan Party in accordance with the Patriot Act. 9. Termination. Our commitments hereunder are based upon the financial and other information regarding Central Park and its subsidiaries previously provided to us. Our respective commitments and undertakings hereunder shall terminate in their entirety on the first to occur of (A) at 5:00 p.m. New York City time, on March 31, 2006, unless on or prior to such date the Transactions have been consummated and the Loan Documents evidencing the respective Credit Facilities, in form and substance reasonably satisfactory to us and the Lenders, shall have been executed and delivered by the applicable Central Park Entities, the other Loan Parties and the Lenders and the initial borrowings shall have occurred thereunder and (B) any time after the execution of the Newco Merger Agreement and prior to the consummation of the Transactions, the date of the termination of the Newco Merger Agreement. Our respective commitments and undertakings hereunder may also be terminated by us if you fail to perform your obligations under this Commitment Letter, the Fee Letter or the Engagement Letter referred to in Exhibit D hereto on a timely basis. Nothing herein shall be deemed to obligate Central Park to consummate the Merger, and therefore Central Park shall have the right to terminate this Commitment Letter at any time prior to the execution and delivery of the Loan Documents by written notice to Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge. Notwithstanding the foregoing, the provisions of Sections 6, 7, 8 and 11 hereof shall survive any termination pursuant to this Section 9. 10. Assignment; etc. This Commitment Letter and our respective commitments and undertakings hereunder shall not be assignable by any party hereto without the prior written consent of the other parties hereto, and any attempted assignment shall be void and of no effect; provided, however, that nothing contained in this Section 10 shall prohibit Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge (each in their sole discretion) from (a) performing any of their duties hereunder through any of their respective affiliate or affiliates, and you will owe any related duties (including those set forth in Section 2 above) to any such affiliate or affiliates, and (b) granting (in consultation with you) participations in, or selling (in consultation with you) assignments of all or a portion of, the commitments or the advances under the Credit Facilities pursuant to arrangements consistent with the terms and conditions hereof and of the Term Sheets and otherwise reasonably satisfactory to the Lead Arrangers. Notwithstanding the foregoing to the contrary, (a) with respect to any commitment of Merrill Lynch and Bank of America under the New Opco Senior Credit Facilities, any assignment of, or any agreement to assign, sell or grant a participation in, any such commitment by Merrill Lynch or Bank of America (the "Credit Facility Assigning Party") shall only be effective to the extent it reduces the commitment of the non-Credit Facility Assigning Party pro rata with respect to its portion of the aggregate initial commitments under the New Opco Senior Securities Facilities and (b) with respect to any commitment of Merrill Lynch and Banc of America Bridge under the New Holdco Interim Loan, any assignment of, or any agreement to assign, sell or grant a participation in, any such commitment by Merrill Lynch or Banc of America Bridge (the "Interim Loan Assigning Party") shall only be effective to the extent it reduces the commitment of the non-Interim Loan Assigning Party pro rata with respect to its portion of the aggregate initial commitments under the New Holdco Interim Loan. This Commitment Letter is solely for the benefit of the parties hereto and does not confer any benefits upon, or create any rights in favor of, any other person. 11. Governing Law; Waiver of Jury Trial. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, -8- tort or otherwise) related to or arising out of this Commitment Letter, any of the Transactions or the performance by us or any of our respective affiliates of the services contemplated hereby. In addition, with respect to any action or proceeding arising out of or relating to this Commitment Letter or the Transactions or the performance of any of the parties hereunder, each of the parties hereto hereby irrevocably (a) submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York, New York; (b) agrees that all claims with respect to such action or proceeding may be heard and determined in such New York State or Federal court; and (c) waives the defense of any inconvenient forum to such New York State or Federal court. 12. Amendments; Counterparts; etc. No amendment or waiver of any provision hereof or of the Term Sheets shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given. This Commitment Letter, the Engagement Letter, the Term Sheets and the Fee Letter are the only agreements between the parties hereto with respect to the matters contemplated hereby and thereby and set forth the entire understanding of the parties with respect thereto. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Commitment Letter by telecopier or facsimile shall be effective as delivery of a manually executed counterpart. 13. Public Announcements. We may, subject to your prior consent (not to be unreasonably withheld, delayed or conditioned) at our expense, publicly announce as we may choose the capacities in which we have acted hereunder. 14. Notices. Any notice given pursuant hereto shall be mailed or hand delivered in writing, if to: (i) you, at your address set forth on page one hereof; (ii) Merrill Lynch or MLPF&S, at 4 World Financial Center, North Tower, New York, New York 10080, Attention: Loan Capital Markets; and (iii) BAS, Bank of America or Banc of America Bridge, at 9 West 57th Street, New York, NY 10019, Attention: Leveraged Finance. BY SIGNING THIS COMMITMENT LETTER, YOU HEREBY ACKNOWLEDGE AND AGREE THAT (A) BANK OF AMERICA IS OFFERING TO PROVIDE ITS PORTION OF THE NEW OPCO SENIOR CREDIT FACILITIES SEPARATE AND APART FROM BANC OF AMERICA BRIDGE'S OFFER TO PROVIDE IT'S PORTION OF THE NEW HOLDCO INTERIM LOAN AND (B) BANC OF AMERICA BRIDGE IS OFFERING TO PROVIDE IT'S PORTION OF THE NEW HOLDCO INTERIM LOAN SEPARATE AND APART FROM THE OFFER BY BANK OF AMERICA TO PROVIDE ITS PORTION OF THE NEW OPCO SENIOR CREDIT FACILITIES. YOU MAY, AT YOUR OPTION, ELECT TO ACCEPT THIS COMMITMENT LETTER (AND THE APPLICABLE PROVISIONS OF THE FEE LETTER) WITH RESPECT TO EITHER THE NEW OPCO SENIOR CREDIT FACILITIES OR THE NEW HOLDCO INTERIM LOAN OR BOTH. Please confirm that the foregoing correctly sets forth our agreement of the terms hereof and the Fee Letter by signing and returning to the Lead Arrangers the duplicate copy of this Commitment Letter, the Fee Letter and the Engagement Letter enclosed herewith. Unless we receive your executed duplicate copies hereof and thereof by 5:00 p.m., New York City time, on July 20, 2005, our respective commitments and undertakings hereunder will expire at such time (and we shall thereafter have no obligations whatsoever to you). [Remainder of Page Intentionally Left Blank] -9- We are pleased to have this opportunity and we look forward to working with you on this transaction. Very truly yours, MERRILL LYNCH CAPITAL CORPORATION By: /s/ David Tuvlin ------------------------------------- Name: David Tuvlin Title: Vice President MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ David Tuvlin ------------------------------------- Name: David Tuvlin Title: Managing Director BANC OF AMERICA SECURITIES LLC By: /s/ Daniel J. Kelly ------------------------------------- Name: Daniel J. Kelly Title: Managing Director BANK OF AMERICA, N.A. By: /s/ William A. Bowen, Jr. ------------------------------------- Name: William A. Bowen, Jr. Title: Managing Director BANC OF AMERICA BRIDGE LLC By: /s/ Daniel J. Kelly ------------------------------------- Name: Daniel J. Kelly Title: Managing Director [Signature page to Commitment Letter] Accepted and agreed to as of the date first written above: CABLEVISION SYSTEMS CORPORATION By: ------------------------------------- Name: Title: [Signature page to Commitment Letter] SCHEDULE I ESTIMATED SOURCES AND USES OF FUNDS ($ millions)
Sources ------- Revolving Credit Facility under New Opco $ 11 Senior Credit Facilities* Term Loan A Facility under New Opco Senior $ 600 Credit Facilities Term Loan B Facility, under New Opco Senior $1,700 Credit Facilities New Holdco Senior Notes or New Holdco $4,250 Interim Loan Cash at Super Holdco $ 209 Total Sources $6,770 ======
Uses ---- New Opco Refinancing $1,353 Purchase Price for Acquisition $4,927 Fees, Expenses and other Transaction uses $490 Total Uses $6,770 ======
o $500.0 million of Revolving Credit Facility commitments; it is currently estimated that $11.0 million in respect of the Revolving Credit Facility will be drawn at closing for purposes of financing in part the Transactions. I-1 EXHIBIT A SPECIFIED TRANSACTIONS DESCRIPTION All capitalized terms used herein but not defined herein shall have the meanings provided in the Commitment Letter to which this Exhibit A is attached. The following transactions are referred to herein as the "Specified Transactions". 1. Certain of your shareholders and/or their affiliates (the "Controlling Shareholders") intend to form a new special purpose entity ("Newco"). 2. Central Park will create a newly formed direct wholly-owned subsidiary ("Intermediate Holdings") and contribute to Intermediate Holdings all the capital stock of Central Park's direct wholly-owned subsidiary CSC Holdings, Inc. ("CP Holdings") as equity and Intermediate Holdings will then assume all of Central Park's obligations under its 8% Senior Notes due 2012 and Floating Rate Senior Notes due 2009 (the "Existing Central Park Senior Notes") in accordance with the terms of the indentures governing such Existing Central Park Senior Notes. 3. Central Park will create a newly formed direct wholly-owned subsidiary ("New Holdco") and contribute to New Holdco all the capital stock of Intermediate Holdings. 4. Intermediate Holdings will merge with and into CP Holdings pursuant to an agreement and plan of merger (the "Intermediate Merger Agreement") with CP Holdings being the surviving entity (such surviving entity being referred to as either "CP Holdings" or "New Opco"). 5. Immediately prior to the consummation of the Merger, Rainbow Media Holdings, LLC, a wholly-owned subsidiary of New Opco, will be converted into a corporation under Section 216 of the Delaware Limited Liability Company Act (such corporation being referred to herein as "RMH"). 6. Immediately prior to the consummation of the Merger, New Opco will dividend to New Holdco, and New Holdco will in turn dividend to Central Park, and Central Park will in turn dividend (the "Central Park Stock Dividend") all the capital stock of RMH to its public shareholders (including the Controlling Shareholders) on a pro rata basis (collectively, the "Stock Dividend Transactions"). 7. New Opco will, on the date of the Merger, (i) repay and refinance in full all indebtedness and terminate all commitments to make extensions of credit under the Seventh Amended and Restated Credit Agreement, dated as of June 26, 2001 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Existing New Opco Credit Facility"), among CP Holdings, as borrower, the restricted subsidiaries party thereto, the lenders party thereto, Toronto Dominion (Texas), Inc., as administrative agent, and the agents, arrangers and bookmanagers party thereto (the "New Opco Refinancing") with a portion of the proceeds of the New Opco Senior Credit Facilities and pay fees and expenses in connection therewith and (ii) make a dividend payment to Central Park through its parent in an aggregate amount of at least $1.17 billion (the "New Opco Dividend Payment" and together with the New Opco Refinancing, the "New Opco Transactions"). 8. New Holdco will, on the date of the Merger, make a dividend payment to Central Park in an aggregate amount of at least $5.22 billion (the "New Holdco Dividend Payment"). 9. In connection with the Merger, all of the common equity (including restricted shares of common equity) of Central Park held by the Controlling Shareholders will be rolled over (directly or indirectly) into common equity of Newco (the "Rollover Equity Contribution"). 10. Pursuant to an agreement and plan of merger (the "Newco Merger Agreement" and together with the Intermediate Merger Agreement, the "Merger Agreements") pursuant to which Newco will be merged with and into Central Park with Central Park being the surviving corporation (such surviving merger being referred to as the "Merger", and such entity being referred to as either Central Park or "Super Holdco"). 11. After giving effect to the Merger, (i) all of the outstanding capital stock of Super Holdco will be owned by the Controlling Shareholders, (ii) all of the outstanding capital stock of New Holdco will be owned by Super Holdco, (iii) all of the outstanding capital stock of New Opco will be owned by New Holdco and (iv) all of the outstanding capital stock of RMH will be owned by the Controlling Shareholders and the other public shareholders that received the Central Park Stock Dividend. "Central Park Entities" shall mean Super Holdco, New Holdco and New Opco. CONFIDENTIAL EXHIBIT B NEW OPCO SENIOR CREDIT FACILITIES SUMMARY OF TERMS AND CONDITIONS(1) Borrower: New Opco, a direct wholly-owned subsidiary of New Holdco (the "Borrower"). Joint Lead Arrangers, Joint Merrill Lynch, Pierce, Fenner & Smith Bookrunners, Syndication Agents Incorporated and Banc of America Securities and Documentation Agents: LLC (the "Lead Arrangers"). Administrative Agent: Bank of America, N.A. (the "Administrative Agent"). Lenders: Bank of America, N.A., Merrill Lynch Capital Corporation (or one of its affiliates) and a syndicate of financial institutions (collectively, the "Lenders") arranged by the Lead Arrangers in consultation with the Borrower. Senior Credit Facilities: Senior secured credit facilities (the "New Opco Senior Credit Facilities") in an aggregate principal amount of up to $2.8 billion, such New Opco Senior Credit Facilities comprising of the following: (A) Term Loan Facilities. Term loan facilities in an aggregate principal amount of $2.3 billion (the "Term Loan Facilities"), such aggregate amount to be allocated among (i) a Term Loan A Facility in an aggregate principal amount of $600.0 million (the "Term Loan A Facility") and (ii) a Term Loan B Facility in an aggregate principal amount of $1.7 billion (the "Term Loan B Facility"). Loans made under the Term Loan Facilities are herein referred to as "Term Loans"). (B) Revolving Credit Facility. A revolving credit facility in an aggregate principal amount of $500.0 million (the "Revolving Credit Facility"). Loans made under the Revolving Credit Facility are herein referred to as "Revolving Loans"; the Term - ---------- (1) Capitalized terms used herein and not defined shall have the meanings assigned to such terms in the attached Credit Facilities Commitment Letter (the "Commitment Letter"). 1 Loans and Revolving Loans are herein referred to collectively as "Loans". An amount to be agreed of the Revolving Credit Facility will be available as a letter of credit subfacility and as a swing line subfacility. Documentation: Customary for facilities similar to the New Opco Senior Credit Facilities and reasonably acceptable to the Borrower and the Lenders. The documentation for the New Opco Senior Credit Facilities will include, among others, a credit agreement (the "Credit Agreement"), guarantees and appropriate pledge, security interest and other collateral documents (collectively, the "Credit Documents"). The Borrower and the Guarantors (as defined below under the section entitled "Guarantors") are herein referred to as the "Loan Parties" and individually as a "Loan Party". Closing Date: The date of the consummation of the Merger (the "Closing Date"). Use of Proceeds: The proceeds of the Term Loan Facilities will be used (a) to finance in part the Transactions and (b) to pay related fees and expenses in connection with the foregoing, subject to the terms and conditions set forth in the Credit Documents. Proceeds of not more than $20.0 million of the Revolving Credit Facility may be used on the Closing Date to finance a portion of the Transactions. The Revolving Credit Facility will also be used for working capital and general corporate purposes of the Borrower and its subsidiaries, subject to the terms and conditions set forth in the Credit Documents. Availability: Term Loan Facilities. The full amount of the Term Loan Facilities will be available on the Closing Date in one drawing. Any and all advances made under the Term Loan Facilities that are repaid or prepaid may not be reborrowed. Revolving Credit Facility. The Revolving Credit Facility will be available on a fully revolving basis, subject to the terms and conditions set forth in the Credit Documents, in the form of revolving advances, swing line advances and letters of credit on and after the Closing Date until the date that is six years after the Closing Date (the "R/C Termination Date"). Guarantors: Each of the Borrower's direct and indirect domestic subsidiaries existing on the Closing Date or thereafter created or acquired 2 shall unconditionally guarantee, on a joint and several basis, all obligations of the Borrower under the New Opco Senior Credit Facilities, other than (i) any immaterial or inactive subsidiaries and (ii) the subsidiaries of CP Holdings currently treated as "Unrestricted Subsidiaries" under the Existing New Opco Credit Facility (as in effect as of the date of the Commitment Letter) (which subsidiaries, for the avoidance of doubt, shall not be considered "restricted subsidiaries" for purposes of the Commitment Letter or either Term Sheet). Each guarantor of any of the New Opco Senior Credit Facilities is herein referred to as a "Guarantor" and its guarantee is referred to herein as a "Guarantee." Security: The New Opco Senior Credit Facilities and the obligations of the Borrower under each interest rate protection agreement entered into with a Lender or any affiliate of a Lender will be secured by a perfected security interest in all of the capital stock (or other ownership interests) of each of the direct and indirect subsidiaries of the Borrower existing on the Closing Date or thereafter created or acquired, limited to, in the case of non-domestic subsidiaries, 65% of the shares of any direct, "first tier" non-domestic subsidiaries of the Borrower (collectively, the "Collateral"). All such security interests will be created pursuant to documentation customary for facilities similar to the New Opco Senior Credit Facilities and reasonably satisfactory in all respects to the Lead Arrangers and the Borrower. On the Closing Date, such security interests shall have become perfected (or arrangements for the perfection thereof reasonably satisfactory to the Lead Arrangers shall have been made) and the Lead Arrangers shall have received reasonably satisfactory evidence as to the enforceability, perfection and priority thereof. Termination of Commitments: The commitment in respect of the New Opco Senior Credit Facilities will automatically and permanently terminate in its entirety on March 31, 2006, if the Term Loan Facilities are not drawn down on or prior to such date, or sooner if such commitment is terminated in accordance with the Commitment Letter. Final Maturity: (A) Term Loan A Facilities. The Term Loan A Facility will mature on the date that occurs six years after the Closing Date. (B) Term Loan B Facility. The Term Loan B Facility will mature on the date that occurs seven years after the Closing Date (the "Term Loan B Maturity Date"). 3 (C) Revolving Credit Facility. The Revolving Credit Facility will mature on the R/C Termination Date. Amortization Schedule: The Term Loan A Facility will amortize on a quarterly basis (beginning with the first full fiscal quarter after the Closing Date) in amounts to be agreed. The Term Loan B Facility will amortize at a rate of 1.00% per annum on a quarterly basis (beginning with the first full quarter after the Closing Date) for the first six years after the Closing Date, with the balance paid on the Term B Loan B Maturity Date. Letters of Credit: Letters of credit under the Revolving Credit Facility ("Letters of Credit") will be issued by a Lender or Lenders to be agreed by the Lead Arrangers and the Borrower (in such capacity, each an "Issuing Bank"). The issuance of all Letters of Credit shall be subject to the customary documentation requirements, procedures and fees of the Issuing Bank(s). Interest Rates and Fees: Interest rates and fees in connection with the New Opco Senior Credit Facilities will be as specified on Annex I attached hereto. Default Rate: Overdue principal, interest and other amounts under the New Opco Credit Documents shall bear interest at a rate per annum equal to a certain percentage (the "Default Rate Percentage") set forth in Annex I to the Fee Letter in excess of the otherwise applicable interest rate (including applicable margin). 4 Voluntary Prepayments/ (A) Term Loan Facilities. Advances Reductions in Commitments: under the Term Loan Facilities may be prepaid at any time in whole or in part at the option of the Borrower, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty (except, in the case of LIBOR borrowings, breakage costs related to prepayments not made on the last day of the relevant interest period). Voluntary prepayments will be applied pro rata among the Term Loan Facilities based on the aggregate principal amount of Term Loans then outstanding under each such Term Loan Facility. Any application to (x) the Term Loan A Facility shall be applied in order of maturity for the first twelve months after the Closing Date and thereafter pro rata to the remaining scheduled amortization payments in respect thereof, and (y) the Term Loan B Facility shall be applied pro rata to the remaining scheduled amortization payments in respect thereof. Notwithstanding the foregoing, any holder of Term Loans under the Term Loan B Facility may, to the extent that Term Loans are then outstanding under the Term Loan A Facility, elect not to have optional prepayments applied to such holder's Term Loans under the Term Loan B Facility, in which case the aggregate amount of such prepayment so declined shall be applied to the remaining scheduled amortization payments under the Term Loan A Facility pro rata. (B) Revolving Credit Facility. The unutilized portion of the commitments under the Revolving Credit Facility may be reduced and advances under the Revolving Credit Facility may be repaid at any time, in each case, at the option of the Borrower, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty (except, in the case of LIBOR advances, breakage costs related to prepayments not made on the last day of the relevant interest period). Mandatory Prepayments: Subject to paragraphs (i) and (ii) below, an amount equal to (A) 50% of annual Excess Cash Flow (to be defined), but in any event to exclude an amount equal to the Management Fee (defined below) and Permitted Tax Distributions (defined below), (B) 100% of the net cash proceeds (including condemnation and insurance proceeds) of asset sales and other asset dispositions by New Opco or any of its restricted subsidiaries (including, without limitation, insurance proceeds and subject to bas- 5 kets, exceptions and reinvestment rights to be agreed upon), (C) 100% of the net cash proceeds of the issuance or incurrence of debt by New Opco or any of its restricted subsidiaries (subject to baskets and exceptions to be agreed upon) and (D) 100% of the net proceeds from any issuance of equity securities of New Opco or any parent entity (whether direct or indirect, existing or future) of New Opco in any public offering or private placement or from any capital contribution (subject to baskets and exceptions to be agreed upon), provided, however that the percentage in this clause (D) shall be reduced to 50% at times when the Total Leverage Ratio (to be defined) is less than a ratio to be agreed, in each case shall be applied as follows: first, to the New Holdco Interim Loan; and second, to the New Opco Senior Credit Facilities. (i) With respect to net proceeds of the disposition of assets by any restricted subsidiary of New Opco or net proceeds of any issuance or incurrence of debt by any restricted subsidiary of New Opco in each case that would otherwise be required to be applied as provided above will be applied as set forth above if and only to the extent that (x) such subsidiary is not required to repay its indebtedness (other than intercompany indebtedness) with such net proceeds, (y) there are no contractual or legal restrictions on the ability of New Opco to access such net proceeds and (z) no parent of New Opco, and neither New Opco nor any of its restricted subsidiaries is required under its existing indebtedness (other than intercompany indebtedness) as in effect of the date of the Commitment Letter to repay such indebtedness with such net proceeds. (ii) With respect the net proceeds of the type described in clause (D) above in this section "Mandatory Prepayments", any such net proceeds shall be applied as set forth above to the extent such proceeds are not required to be applied by such parent to repay its indebtedness (other than intercompany indebtedness). Mandatory prepayments will be applied pro rata among the Term Loan Facilities based on the aggregate principal amount of Term Loans then outstanding under each such Term Loan Facility. Any application to the Term Loan A Facility shall be applied pro rata to the remaining scheduled amortization payments. Any application to the Term Loan B Facility shall be applied pro rata to the remaining scheduled amortization pay- 6 ments. Notwithstanding the foregoing, any holder of Term Loans under the Term Loan B Facility may, to the extent that Term Loans are then outstanding under the Term Loan A Facility, elect not to have mandatory prepayments applied to such holder's Term Loans under the Term Loan B Facility, in which case the aggregate amount so declined shall be applied to the remaining scheduled amortization payments under the Term Loan A Facility pro rata. To the extent that the amount to be applied to the prepayment of Term Loans exceeds the aggregate amount of Term Loans then outstanding, such excess shall be applied to the Revolving Facility to permanently reduce the commitments thereunder; provided, however, that if at the time of such application the aggregate commitments under the Revolving Credit Facility are equal to or less than $200.0 million ("Threshold"), then such excess shall not be required to permanently reduce the commitments under the Revolving Credit Facility, and in no event shall such excess permanently reduce the commitments under the Revolving Credit Facility below the Threshold. Advances under the Revolving Credit Facility will be immediately prepaid to the extent that the aggregate extensions of credit under the Revolving Credit Facility exceed the commitments then in effect under the Revolving Credit Facility. Conditions to Effectiveness The effectiveness of the Credit Agreement and to Initial Advances: and the making of the initial Loans under the New Opco Senior Credit Facilities shall be subject to the conditions precedent set forth in Exhibit D to the Commitment Letter. Conditions to All Extensions of Each extension of credit under the New Opco Credit: Senior Credit Facilities will be subject to customary conditions precedent, including the (A) absence of any Default or Event of Default (to be defined) and (B) continued accuracy of representations and warranties in all material respects (which materiality exception will not apply to representations and warranties to the extent already qualified by materiality standards). Representations and Warranties: Customary for facilities similar to the New Opco Senior Credit Facilities, including, but no limited to, representations and warranties as to existence, qualification and power; authorization and enforceability; subsidiaries and unrestricted subsidiaries; no violation of law, contracts or organizational documents; no governmental authorization or third party approvals or consents; titles to properties; no collective bargaining agreements; tax matters; financial statements and no material adverse effect; forecasts and projections; investments and guaranties; no undisclosed litigation or liabilities; ERISA matters; intellectual prop- 7 erty matters; compliance with laws; no default under material agreements; no casualties or condemnations; accuracy of information; margin regulations compliance; solvency; no finder's fees; description of business; no change in names; Investment Company Act status; and perfection of security interests. Affirmative Covenants: Customary for facilities similar to the New Opco Senior Credit Facilities, including, but not limited to, preservation of existence; compliance with law; maintenance of properties; accounting methods and financial records; maintenance of insurance; payment of taxes and claims; visitation and inspection rights; payment of debt for borrowed money; use of proceeds; ERISA contributions and compliance; further assurances; indemnification against broker's claims; general indemnification; springing lien and guaranties for new guarantors; financial statements, certificates, reports and notices; performance of material contracts. Negative Covenants: Customary for facilities similar to the New Opco Senior Credit Facilities (all such covenants to be subject to customary baskets and exceptions and such others to be agreed upon), including, but not limited to, limitation on indebtedness and contingent obligations; limitation on liens and further negative pledges; limitation on investments; limitation on dividends and other distributions (with an exception to include, so long as no default has occurred and is continuing or would result therefrom, (i) the payment or distribution of up to $28.0 million in the aggregate per year (the "Management Fee") and (ii) the payment of Specified Distributions (defined below) in an aggregate amount not to exceed $150.00 million (the "Permitted Tax Distributions") so long as the senior secured leverage ratio (to be defined) of the Borrower is less than 2.50 to 1.00; limitation on redemptions and repurchases of equity interests; limitation on mergers, acquisitions and asset sales; limitation on capital expenditures, provided that at times when the Total Consolidated Leverage Ratio (to be defined) is less than 7.00 to 1.00, such capital expenditure covenant shall not apply; limitation on issuance, sale and other disposition of subsidiary stock; limitation on sale-leaseback transactions; limitation on transactions with affiliates; limitation on dividend and other payment restrictions affecting subsidiaries; limitation on changes in business conducted; limitation on amendment of documents relating to other specified material indebtedness and other material documents; limitation on creation of subsidiaries; limitation on prepayment or repurchase of subordinated indebtedness; and limitation on being a general partner in a partnership. "Specified Distributions" shall mean cash distributions made from time to time to permit Central Park to pay cash dividends 8 to (a) the Dolan Family Shareholders (to be defined) in amounts sufficient to pay taxes of the Dolan Family Shareholders arising out of the Stock Dividend Transaction, (b) the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust and the Dolan Progeny Trust (each to be defined) (collectively herein referred to as the "Family Trusts"), in amounts sufficient to pay taxes of the Family Trusts arising out of the settlement of the prepaid variable forward contract ("STAMPS") between Dolan Family LLC and Bear Stearns with respect to shares of Class A Stock of Central Park, and (c) the Dolan Family Shareholders and the Family Trusts, as the case may be, in amounts sufficient to pay taxes of the Dolan Family Shareholders or the Family Trusts, as the case may be, on any cash dividend described in clause (a) or (b) above or this clause (c). Financial Covenants: The New Opco Senior Credit Facilities will contain financial covenants appropriate in the context of the proposed transaction, and customary for facilities similar to the New Opco Senior Credit Facilities, consisting of (definitions and numerical calculations to be set forth in the Credit Agreement): (i) total leverage ratio; (ii) interest coverage ratio; (iii) debt service ratio; and (iv) senior secured leverage ratio; and, in the case of clauses (i), (ii) and (iii) above shall be substantially consistent with the financial covenants contained in the Existing New Opco Credit Facility (in existence as of the date of the Commitment Letter), and, notwithstanding the foregoing, in the case of clauses (i) through (iv) above, with covenant levels to be mutually agreed. Events of Default: Customary for facilities similar to the New Opco Senior Credit Facilities, including, but not limited to breach of representation or warranty; nonpayment of principal, interest, fees or other amounts; breach of covenants; change of control; reduction of paying subscribers; bankruptcy, insolvency proceedings, etc.; judgment defaults; ERISA defaults; cross-defaults to other indebtedness; and actual or asserted invalidity of loan documentation. Interest Rate Management: At least 50% of the aggregate principal amount of all outstanding indebtedness of Central Park and its subsidiaries must be subject to either to a fixed rate or be hedged on terms and conditions and for a period of time in each case reasonably satisfactory to the Lead Arrangers. Yield Protection and Customary for facilities similar to the New Increased Costs; and Opco Senior Credit Facilities, including Replacement of Lenders: protective provisions for such matters as defaulting banks, capital adequacy, increased costs, reserves, funding losses, breakage costs, illegality and withholding taxes. 9 Borrower shall have the right to replace any Lender that (i) charges an amount with respect to contingencies described in the immediately preceding paragraph or (ii) refuses to consent to certain amendments or waivers of the New Opco Senior Credit Facilities which expressly require the consent of such Lender and which have been approved by the Required Lenders (or, in certain circumstances applicable to a particular tranche, a majority of the applicable tranche of Lenders). Assignments and Participations: Each assignment (unless to another Lender or its affiliates) shall be in a minimum amount of $1.0 million for each of the Term Loan Facilities and $5.0 million for the Revolving Credit Facility (unless the Borrower and the Lead Arrangers otherwise consent or unless the assigning Lender's exposure is thereby reduced to zero). Assignments (which may be non-pro rata among the New Opco Senior Credit Facilities) shall be permitted with the Borrower's and the Lead Arrangers' consent (such consents not to be unreasonably withheld, delayed or conditioned), except that no such consent of the Borrower need be obtained to effect (i) an assignment in respect of any of the Term Loan Facilities other than an assignment to a competitor (to be defined) of Central Park, (ii) an assignment to any Lender (or its affiliates) or (iii) an assignment if any default has occurred and is continuing. Participations shall be permitted without restriction. Voting rights of participants will be subject to customary limitations. Required Lenders: Lenders having a majority of the outstanding credit exposure under the New Opco Senior Credit Facilities (the "Required Lenders"), subject to amendments or waivers of certain provisions of the Credit Documents requiring the consent of each affected Lender (or all Lenders) or Lenders having a majority of the outstanding credit exposure under each affected New Opco Senior Credit Facility (including a requirement for a majority of the Lenders under the Revolving Credit Facility to approve waivers or amendments affecting the conditions to additional advances under the Revolving Credit Facility). Expenses and Indemnification: All reasonable out-of-pocket expenses of the Lead Arrangers and the Administrative Agent (and of all Lenders in the case of enforcement costs and documentary taxes) associated with the negotiation, preparation, execution and delivery of any waiver or modification (whether or not effective) of, and the enforcement of, any Credit Document (including the reasonable fees, disbursements and other charges of counsel for the Lead Arrangers) are to be paid by the Loan Parties. The Loan Parties will jointly and severally indemnify each of the Lead Arrangers, the Administrative Agent and the Lenders 10 and hold them harmless from and against all costs, expenses (including fees, disbursements and other charges of counsel) and all liabilities arising out of or relating to any litigation or other proceeding (regardless of whether the Lead Arrangers, the Administrative Agent or any such Lender is a party thereto) that relate to the Transactions or any transactions related thereto, except to the extent finally determined by a court of competent jurisdiction to have resulted from such person's bad faith, gross negligence or willful misconduct. Governing Law and Forum: New York. Waiver of Jury Trial: All parties to the Credit Documents waive the right to trial by jury. Special Counsel for Lead Cahill Gordon & Reindel LLP (including local Arrangers: counsel as selected by the Lead Arrangers). 11 ANNEX I Interest Rates and Fees: The Borrower will be entitled to make borrowings based on the ABR plus the Applicable Margin or LIBOR plus the Applicable Margin. The Loans under the New Opco Senior Credit Facilities will bear interest, at the option of the Borrower, at (i) ABR plus the Applicable Margin or (ii) LIBOR plus the Applicable Margin. The "Applicable Margin" with respect to the Revolving Credit Facility and the Term Loan A Facility will be (x) prior to the Trigger Date (as defined below), a percentage per annum set forth in Annex I to the Fee Letter and (ii) on and after the Trigger Date, determined pursuant to a grid to be determined which will be based on the Total Leverage Ratio (to be defined). The "Applicable Margin" with respect to the Term Loan B Facility will be a percentage per annum set forth in Annex I to the Fee Letter. "Trigger Date" means the first date after the Closing Date on which the Borrower delivers financial statements and a computation of the Total Leverage Ratio (to be defined) for the first fiscal quarter ended at least six months after the Closing Date in accordance with the Credit Agreement. Unless consented to by the Lead Arrangers in their sole discretion, no LIBOR Loans may be elected on the Closing Date, the Closing Date or prior to the date 30 days thereafter (unless the completion of the primary syndication of the New Opco Senior Credit Facilities as determined by the Lead Arrangers shall have occurred). "ABR" means the higher of (A) the prime rate of interest announced or established by the Lender acting as the Administrative Agent from time to time, changing effective on the date of announcement or establishment of said prime rate changes and (B) the Federal Funds Rate plus 0.50% per annum. The prime rate is not necessarily the lowest rate charged by the Lender acting as the Administrative Agent to its customers. "LIBOR" means the rate determined by the Administrative Agent to be available to the Lenders in the London interbank market for deposits in US Dollars in the amount of, and for a maturity corresponding to, the amount of the applicable LIBOR advance, as adjusted for maximum statutory reserves. The Borrower may select interest periods of one, two, three or six months for LIBOR borrowings. Interest will be payable in arrears (A) in the case of ABR advances, at the end of each quarter and (B) in the case of LIBOR advances, at the end of each interest period and, in the case of any interest period longer than three months, no less frequently than every three months. Interest on all borrowings shall be calculated on the basis of the actual number of days elapsed over (a) in the case of LIBOR Loans, a 360-day year and (b) in the case of ABR Loans, a 365- or 366-day year, as the case may be. Commitment fees accrue on the undrawn amount of the Revolving Credit Facility, commencing on the Closing Date. The commitment fee in respect of the Revolving Credit Facility will be a percentage per annum (the "Unutilized Commitment Fee Percentage") set forth in Annex I to the Fee Letter. All commitment fees will be payable in arrears at the end of each quarter and upon any termination of any commitment, in each case for the actual number of days elapsed over a 360-day year. Letter of Credit fees will be payable for the account of the Revolving Credit Facility Lenders on the daily average undrawn face amount of each Letter of Credit at a rate per annum equal to the Applicable Margin for Loans under the Revolving Credit Facility that bear interest at LIBOR in effect at such time, which fees shall be paid quarterly in arrears. In addition, an issuing fee on the face amount of each Letter of Credit equal to a percentage per annum (the "Issuing Fee Percentage") set forth in Annex I to the Fee Letter shall be payable to the Issuing Bank for its own account, which fee shall also be payable quarterly in arrears. The Lead Arrangers and the Administrative Agent shall receive such other fees as shall have been separately agreed with the Borrower in the fee letter between them. -2- CONFIDENTIAL EXHIBIT C NEW HOLDCO INTERIM LOAN SUMMARY OF TERMS AND CONDITIONS(1) Borrower: New Holdco (the "Borrower"). Joint Lead Arrangers, Joint Banc of America Securities LLC and Merrill Bookrunners, Syndication Lynch, Pierce, Fenner & Smith Incorporated Agents and Documentation (the "Lead Arrangers"). Agents Administrative Agent: Merrill Lynch Capital Corporation (the "Administrative Agent"). Lenders: Merrill Lynch Capital Corporation (or one of its affiliates), Banc of America Bridge LLC (or one of its affiliates) and a syndicate of financial institutions (collectively, the "Lenders") arranged by the Lead Arrangers in consultation with the Borrower. Interim Loan: Senior interim loan (the "New Holdco Interim Loan") in a principal amount of up to $4.25 billion. Documentation: Customary for facilities similar to the New Holdco Interim Loan and reasonably acceptable to the Borrower and the Lenders. The documentation for the New Holdco Interim Loan will include, among others, an interim loan agreement (the "New Holdco Interim Loan Agreement") and other appropriate documents (collectively, the "New Holdco Interim Loan Documents"). Use of Proceeds: To finance in part the New Holdco Dividend Payment and to pay related fees and expenses, subject to the terms and conditions set forth in the New Holdco Interim Loan Documents. Closing Date: The date of consummation of the Acquisition (the "Closing Date"). Availability: On the Closing Date in one drawing. Security: None (including in respect of the New Holdco Rollover Securities and New Holdco Rollover Loans). Ranking: The New Holdco Interim Loan (and the New Holdco Rollover Securities and New Holdco Rollover Loans) will be a senior obligation of - ---------- (1) Capitalized terms used herein and not defined shall have the meanings assigned to such terms in the attached Credit Facilities Commitment Letter (the "Commitment Letter"). 1 the Borrower ranking pari passu with all unsubordinated indebtedness of the Borrower and senior to all subordinated indebtedness of the Borrower. Termination of Commitment: The commitment in respect of the New Holdco Interim Loan will automatically and permanently terminate in its entirety on March 31, 2006, if not drawn down on or prior to such date, or sooner if such commitment is terminated in accordance with the Commitment Letter. In addition, the commitment in respect of the New Holdco Interim Loan will automatically and permanently terminate in its entirety on the date of the consummation of the Acquisition to the extent not drawn down on such date. Maturity: The New Holdco Interim Loan will mature on the date (the "Initial Maturity Date") that is twelve months after the initial funding date (the "Funding"). Upon the satisfaction of the terms and conditions described under "Exchange Feature; Rollover Securities and Rollover Loans," the New Holdco Interim Loan will be exchanged for, at the option of each Lender, either (A) unsecured senior debt securities ("New Holdco Rollover Securities"), evidenced by an indenture in the form attached to the New Holdco Interim Loan Agreement and maturing on the date that occurs six and one-half years after the Initial Maturity Date or (B) unsecured senior loans maturing on the date that occurs six and one-half years after the Initial Maturity Date (the "New Holdco Rollover Loans"), evidenced by the New Holdco Interim Loan Agreement. Interest Rate: (A) New Holdco Interim Loan. The New Holdco Interim Loan will bear interest at a rate per annum equal to the greater (as determined on the Closing Date and each three-month period thereafter) of (i) three-month LIBOR and (ii) a certain percentage (the "Interim Floor Percentage") set forth in Annex II to the Fee Letter, in each case plus the Spread (defined below). The "Spread" will initially be, with respect to clause (i) above, a certain number of basis points (the "Interim Initial Basis Points") set forth in Annex II to the Fee Letter; and with respect to clause (ii) above, a certain number of basis points (the "Interim Floor Basis Points") set forth in Annex II to the Fee Letter. If the New Holdco Interim Loan is not repaid in full within three months following the Closing Date, each Spread will increase by an additional number of basis points (the "Additional Basis Points") set forth in Annex II to the Fee Letter at the end of such three-month period and shall increase by an additional number of basis points equal to the Additional Basis Points at the end of each three-month period thereafter. LIBOR will be adjusted for maximum statutory reserve requirements (if any). Notwithstanding the foregoing, the interest rate in effect at any time shall not exceed a certain percentage per annum (the "Interest Rate Cap") set forth in Annex II to the Fee Letter (exclusive of any additional interest payable due to an event of default). -2- (B) New Holdco Rollover Securities and New Holdco Rollover Loans. The New Holdco Rollover Securities and the New Holdco Rollover Loans will bear interest at a rate per annum equal to the greater (as determined on the Initial Maturity Date and each three-month period thereafter) of (i) three-month LIBOR plus a certain number of basis points (the "Rollover Basis Points") set forth in Annex II to the Fee Letter and (ii) the Initial Rate (defined below), in each case plus the Exchange Spread (as defined below). The "Initial Rate" shall be equal to the interest rate applicable to the New Holdco Interim Loan and in effect on the Initial Maturity Date. "Exchange Spread" shall mean the Additional Basis Points. LIBOR will be adjusted for maximum statutory reserve requirements (if any). Any holder of New Holdco Rollover Securities or New Holdco Rollover Loans may elect, at its sole option, to fix the interest rate per annum on its New Holdco Rollover Securities or New Holdco Rollover Loans at the then effective rate of interest per annum. Notwithstanding the foregoing, the interest rate in effect at any time shall not exceed the Interest Rate Cap (exclusive of any additional interest payable due to an event of default). Default Rate: Overdue principal, interest and other amounts under the New Holdco Interim Loan Documents shall bear interest at a rate per annum equal to a certain percentage (the "Default Rate Percentage") set forth in Annex II to the Fee Letter in excess of the otherwise applicable interest rate (including applicable margin). Interest Payment Dates: (A) New Holdco Interim Loan. Quarterly, in arrears. (B) New Holdco Rollover Securities and New Holdco Rollover Loans. Semi-annually, in arrears. Voluntary Prepayment: The New Holdco Interim Loan may be prepaid at any time in whole or in part at the option of the Borrower, in a minimum principal amount and in multiples to be agreed upon, together with accrued interest to the date of prepayment, but without premium or penalty (except breakage costs related to prepayments not made on the last day of the relevant interest period). Mandatory Prepayment: Subject to paragraphs (i), (ii) and (iii) below, (A) 100% of the net cash proceeds of asset sales and other asset dispositions (including, without limitation, insurance proceeds) by New Holdco or any of its restricted subsidiaries (subject to exceptions and baskets to be agreed), (B) 100% of the net cash proceeds of the issuance or incurrence of debt by New Holdco or any of its restricted subsidiaries (subject to exceptions and baskets to be agreed) and (C) 100% of the net proceeds from any issuance of equity -3- securities of New Holdco or any parent entity (whether direct or indirect, existing or future) of New Holdco in any public offering or private placement or from any capital contribution, in each case shall be applied as follows: first, to the New Holdco Interim Loan; and second, to the New Opco Senior Credit Facilities. (i) The net proceeds of the New Holdco Senior Notes and the New Holdco Take-out Securities shall be applied to reduce to zero the commitments in respect of, or, if after the Closing Date, to reduce to zero the funded amount of the New Holdco Interim Loan. (ii) With respect to net proceeds of the disposition of assets by any restricted subsidiary of New Holdco or net proceeds of any issuance or incurrence of debt by any restricted subsidiary of New Holdco, in each case that would otherwise be required to be applied as provided above will be applied as set forth above if and only to the extent that no restricted subsidiary of New Holdco is required to repay its indebtedness (other than intercompany indebtedness) as in effect as of the date of the Commitment Letter with such net proceeds and there are no contractual or legal restrictions on the ability of New Holdco to access such net proceeds. (iii) With respect to the net proceeds of the type described in clause (C) above in this section "Mandatory Prepayments", any such net proceeds shall be applied as set forth above to the extent such proceeds are not required to be applied by such parent to repay its indebtedness (other than intercompany indebtedness). In addition, upon the occurrence of a Change of Control (to be defined), the Borrower will be required to offer to prepay the entire aggregate principal amount of the New Holdco Interim Loan (or the New Holdco Rollover Securities and New Holdco Rollover Loans) in cash with a prepayment premium of 1.0% of the principal amount thereof. Each such prepayment shall be made together with accrued interest to the date of prepayment, but, except as noted above, without premium or penalty (except breakage costs related to prepayments not made on the last day of the relevant interest period). Exchange Feature; Rollover On the Initial Maturity Date, so long as no Securities and Rollover Loans: event of default has occurred and is continuing under the New Holdco Interim Loan Documents, each Lender shall have its interest in the New Holdco Interim Loan exchanged for New Holdco Rollover Loans. At any time on or after the Initial Maturity Date, any Lender may exchange all or any portion of its New Holdco Rollover Loans for New Holdco Rollover Securities. The New Holdco Rollover Securities and the New Holdco Rollover Loans will be (A) mandatorily redeemable or prepayable, as the case may be, under the same circumstances as the New Holdco Interim Loan, except that, in lieu of mandatory redemptions or pre- -4- payments, the Borrower shall be required to make mandatory offers to purchase or prepay such New Holdco Rollover Securities or New Holdco Rollover Loans and (B) optionally redeemable or prepayable, as the case may be, without premium or penalty or, if the holder has elected to fix the interest rate thereon, at declining premiums on terms customary for high-yield debt securities, including four year no-call provisions; provided that on or before the third anniversary of the Closing Date, up to 35% of the aggregate principal amount of the New Holdco Rollover Loans and the New Holdco Rollover Securities will be optionally redeemable or prepayable, as the case may be, with the net proceeds of one or more Equity Offerings (to be defined), at par plus accrued interest plus a premium equal to the coupon in effect on the date on which the interest rate was fixed. In the case of any New Holdco Rollover Securities and New Holdco Rollover Loans that have a variable rate, any optional redemption or prepayment thereof shall be made pro rata between such New Holdco Rollover Securities and such New Holdco Rollover Loans. All mandatory offers to purchase or prepay shall be made pro rata between the New Holdco Rollover Securities and the New Holdco Rollover Loans. The New Holdco Rollover Securities will be evidenced by an indenture in form suitable for qualification under the Trust Indenture Act and will otherwise contain covenants and other provisions customary for high yield debt securities. The New Holdco Rollover Loans will be evidenced by the New Holdco Interim Loan Agreement. The holders of the New Holdco Rollover Securities will be entitled to exchange offer and other registration rights to permit resale without restriction under applicable securities laws on terms no less favorable to the holders than those customarily applicable to an offering pursuant to Rule 144A (subject to applicable legal restrictions, including SEC staff interpretations). Conditions to Effectiveness and The effectiveness of the New Holdco Interim to New Holdco Interim Loan: Loan Documents and the making of the New Holdco Interim Loan shall be subject to the conditions precedent set forth in Exhibit D to the Commitment Letter. Representations and Warranties: Customary for facilities similar to the New Holdco Interim Loan and no more restrictive than those for the New Opco Senior Credit Facilities (it being understood that representations and warranties shall also apply to New Holdco). Affirmative Covenants: Customary for facilities similar to the New Holdco Interim Loan and no more restrictive than those for the New Opco Senior Credit Facilities (it being understood that affirmative covenants shall also apply to New Holdco). Upon the issuance of the New Holdco Rollover Securities and the New Holdco Rollover Loans, the affirmative covenants shall conform to affirmative covenants customary in a high-yield indenture. -5- Take-out Covenant: The New Holdco Interim Loan Agreement will contain provisions pursuant to which the Borrower shall undertake to refinance in full the New Holdco Interim Loan as promptly as practicable through the issuance of the New Holdco Take-out Securities or otherwise in accordance with the Engagement Letter. Negative Covenants: Customary for facilities similar to the New Holdco Interim Loan and no more restrictive than those for the New Opco Senior Credit Facilities (it being understood that such negative covenants shall also apply to New Holdco) (subject to baskets and exceptions, where customary and appropriate), including, but not limited to, the following: limitation on indebtedness and contingent obligations; limitation on liens and further negative pledges; limitation on investments; limitation on dividends and other distributions (with an exception to include, so long as no default has occurred and is continuing or would result therefrom, (i) the payment or distribution of the Management Fee (as defined in the New Opco Senior Secured Credit Facilities Term Sheet) and (ii) the Permitted Tax Distributions (as defined in the New Opco Senior Secured Credit Facilities Term Sheet) so long as the senior secured leverage ratio (to be defined) of the Borrower is less than 2.50 to 1.00); limitation on redemptions and repurchases of equity interests; limitation on mergers, acquisitions and asset sales; limitation on issuance, sale or other disposition of subsidiary stock; limitation on sale-leaseback transactions; limitation on transactions with affiliates; limitation on dividend and other payment restrictions affecting subsidiaries; limitation on changes in business conducted; limitation on amendment of documents relating to other material indebtedness and other material documents; limitation on creation of subsidiaries; limitation on prepayment or repurchase of subordinated indebtedness; and limitation on being a general partner in a partnership. Upon the issuance of the New Holdco Rollover Securities and the New Holdco Rollover Loans, the negative covenants shall conform to negative covenants customary in a high-yield indenture. Events of Default: Customary for facilities similar to the New Holdco Interim Loan and no more restrictive than those for the New Opco Senior Credit Facilities (it being understood and agreed that such events of default shall also apply to New Holdco). Yield Protection and Increased Customary for facilities similar to the New Costs: Holdco Interim Loan. Assignments and Participations: Each assignment (unless to another Lender or its affiliates) shall be in a minimum amount of $1.0 million (unless the Borrower and the Lead Arrangers otherwise consent or unless the assigning Lender's exposure is thereby reduced to zero). Assignments shall be permitted with the Lead Arrangers' consent. Participations shall be permitted without restriction. Voting rights of participants will be subject to customary limitations. -6- Required Lenders: Lenders having a majority of the outstanding credit exposure (the "Required Lenders"), subject to amendments of certain provisions of the New Holdco Interim Loan Documents requiring the consent of Lenders having a greater share (or all) of the outstanding credit exposure. Expenses and Indemnification: In addition to those out-of-pocket expenses reimbursable under the Commitment Letter, all reasonable out-of-pocket expenses of the Lead Arrangers and the Administrative Agent (and of all Lenders in the case of enforcement costs and documentary taxes) associated with the preparation, execution and delivery of any waiver or modification (whether or not effective) of, and the enforcement of, any New Holdco Interim Loan Document (including the reasonable fees, disbursements and other charges of counsel for the Lead Arrangers) are to be paid by the Borrower. The Borrower will indemnify each of the Lead Arrangers, the Administrative Agent and the Lenders and hold them harmless from and against all costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities arising out of or relating to any litigation or other proceeding (regardless of whether the Lead Arrangers, the Administrative Agent or any such Lender is a party thereto) that relates to the Transactions or any transactions related thereto, except to the extent finally determined by a court of competent jurisdiction to have resulted from such person's bad faith, gross negligence or willful misconduct. Governing Law and Forum: New York. Waiver of Jury Trial: All parties to the New Holdco Interim Loan Documents waive the right to trial by jury. Special Counsel for Cahill Gordon & Reindel LLP (and such local Lead Arrangers: counsel as may be selected by the Lead Arrangers). -7- CONFIDENTIAL EXHIBIT D CREDIT FACILITIES CONDITIONS PRECEDENT(1) Conditions to Effectiveness The entering into and the effectiveness of and to Initial Advances: the documentation for the Credit Facilities and the making of the initial advances under the Credit Facilities shall be subject to the following conditions precedent: (A) The execution and delivery of Loan Documents for each Credit Facility reasonably acceptable in form and substance to the Lenders thereunder by each Borrower and the Guarantors party thereto and the receipt by the Lenders of (i) reasonably satisfactory opinions of counsel, corporate resolutions, certificates and other documents and (ii) in the case of the New Opco Senior Credit Facilities, reasonably satisfactory evidence that the Administrative Agent thereunder (on behalf of the Lenders thereunder) shall have a valid and perfected first priority (subject to certain exceptions to be set forth in the Credit Documents) security interest in the Collateral (as defined in the New Opco Senior Credit Facilities Term Sheet). (B) All requisite governmental authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated by the Commitment Letter to the extent required (without the imposition of any materially burdensome condition or qualification in the reasonable judgment of each Lead Arranger) and all such approvals shall be in full force and effect, except for any such approvals and consents the failure of which to be obtained would not reasonably be expected to have a Material Adverse Effect (as defined below); and all applicable waiting periods shall have expired. (C) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of New Holdco, New Opco or any of their respective restricted subsidiaries threatened in any court or before any arbitrator or governmental authority (including, without limitation, the absence of any adverse - ---------- (1) Capitalized terms used herein and not defined shall have the meanings assigned to such terms in the attached Credit Facilities Commitment Letter (the "Commitment Letter"). 1 change or development in any litigation reported on the latest Form 10-K filing or in the SEC's or the Department of Justice's investigation or any related investigation of Central Park's accounting practices) that would reasonably be expected to (i) have a material adverse effect on the business, assets, financial condition, liabilities (contingent or otherwise) or results of operations of New Holdco, New Opco and their respective restricted subsidiaries taken as a whole or on any aspect of the Transactions, (ii) adversely affect the ability of the relevant Borrower or any Guarantor to perform its obligations under the Loan Documents or (iii) adversely affect the rights and remedies of the Lenders under any of the Loan Documents (any of the foregoing under clause (i), (ii) or (iii), a "Material Adverse Effect"). (D) Each Lead Arranger and the Lenders shall have received: (i) (1) audited consolidated financial statements of Central Park and its subsidiaries for the three fiscal years ended most recently prior to the Merger; (2) unaudited consolidated financial statements of Central Park and its subsidiaries for any interim quarterly periods that have ended since the most recent of such audited financial statements referred to in clause (1) above, and at least 40 days prior to the Closing Date; and (3) pro forma financial statements of Central Park and its subsidiaries, and of New Holdco and its subsidiaries, in each case after giving effect to the Transactions for the most recently completed fiscal year and the period commencing with the end of the most recently completed fiscal year and ending with the most recently completed month, which in each case with respect to clause (2) relating to interim quarterly periods for the periods subsequent to March 31, 2005 and to clause (3) above, (a) shall be reasonably satisfactory in form to each Lead Arranger and the Lenders and (b) shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1; and (ii) evidence reasonably satisfactory to each Lead Arranger that: (1) the ratio of total debt of New Opco and its restricted subsidiaries at the Closing Date to the consolidated EBITDA of New Opco and its restricted subsidiaries for the most recently ended three months multiplied by 4 (which ratio shall reflect the Transactions on a pro forma basis) was not greater than 7.00 to 1.00; 2 (2) the ratio of total debt of New Holdco and its restricted subsidiaries at the Closing Date to the consolidated EBITDA of New Holdco and its restricted subsidiaries for the most recently ended three months multiplied by 4 (which ratio shall reflect the Transactions on a pro forma basis) was not greater than 9.00 to 1.00; and (3) the pro forma financial statements delivered pursuant to clause D(i) above and the forecasts delivered pursuant to clause D(ii) above were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed reasonable in light of the then existing conditions, and, in the case of each of clauses (1) through (3) above in this clause (ii), the chief financial officer of the applicable Borrower and Guarantor shall have provided the Lenders a written certification to that effect. For all purposes of the Commitment Letter and the Term Sheets, EBITDA shall be determined in a manner that meets the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder and is consistent with the calculation of the definition of "Annualized Operating Cash Flow" under the Existing Central Park Senior Notes. (E) After the date hereof and prior to and during the syndication of the Credit Facilities, none of Central Park, RMH or any of their respective subsidiaries shall have syndicated or issued, attempted to syndicate or issue, announced or authorized the announcement of, or engaged in discussions concerning the syndication or issuance of any debt facility or debt security of any of them, including renewals thereof, other than the following (collectively, the "Permitted Financings"): (x) the Credit Facilities; and (y) the New Holdco Senior Notes. 3 (F) (i) The Lead Arrangers shall have had the opportunity to complete, and Central Park, its subsidiaries and affiliates shall have cooperated reasonably (including providing the Lead Arrangers with access to management for discussions of business plans) in the completion of, confirmatory accounting and tax due diligence investigation of Central Park and its subsidiaries and they shall be satisfied in their reasonable judgment with the results thereof (it being understood that the Lead Arrangers intend to work expeditiously to complete all such remaining tax and accounting due diligence). (ii) The Lead Arrangers shall not have become aware after the date hereof of any information or other matter that is inconsistent in a material and adverse manner with any information or other material disclosed prior to the date of the Commitment Letter. (G) (i) Central Park, MLPF&S and BAS shall have executed and delivered the engagement letter (the "Engagement Letter") dated as of the date hereof from MLPF&S and BAS to you, the Engagement Letter shall be in full force and effect, and Central Park shall not be in breach thereof. (ii) Central Park, Merrill Lynch, MLPF&S, BAS, Bank of America and Banc of America Bridge shall have executed and delivered the Fee Letter, the Fee Letter shall be in full force and effect, and Central Park shall not be in breach thereof. (H) All accrued fees and expenses (including, without limitation, the reasonable fees and expenses of counsel to Lead Arrangers) of each Lead Arranger in connection with the Loan Documents that are payable on the Closing Date shall have been paid. (I) The delivery of a certificate from the chief financial officer of each Borrower in form and substance reasonably satisfactory to each Lead Arranger with respect to the solvency (on a consolidated basis) of such Borrower and its subsidiaries immediately after giving effect to the Transactions. (J) (i) The final terms, conditions and structure of each Specified Transaction shall be in form and substance reasonably satisfactory to each Lead Arranger. (ii) Prior to the making of the initial advances under the Credit Facilities, (1) the Stock Dividend Transactions shall have 4 been consummated, (2) after giving effect to the consummation of the Stock Dividend Transactions, the Lead Arrangers shall have received evidence reasonably satisfactory to them that each of Central Park, New Holdco and New Opco shall have restricted payment capacity under all applicable outstanding bond indentures of at least $4.8 billion and (3) the other Specified Transactions (other than the Merger, the New Opco Transactions and the New Holdco Dividend Payment) shall have been consummated. (iii) Simultaneously with the making of the initial advances under the Credit Facilities, (1) the New Opco Transactions and the New Holdco Dividend Payment shall have been consummated and (2) the Merger shall have been consummated in accordance with the Newco Merger Agreement and any other related documentation, which shall be, including with respect to any condition relating to the maximum number of shares with respect to which statutory appraisal rights shall have been exercised, reasonably satisfactory to each Lead Arranger (without any waiver of amendment of any material term or condition thereof not approved by each Lead Arranger). Each of the parties thereto shall have complied in all material respects with all covenants set forth in the Newco Merger Agreement and any other related documentation to be complied by it on or prior to the Closing Date (without any waiver or amendment of any material term or condition thereof not approved by each Lead Arranger, which approval shall not be unreasonably withheld or delayed). (iv) Each of the Credit Facilities (other than the Revolving Credit Facility in respect of the New Opco Senior Credit Facilities) shall have been drawn down substantially concurrently (or, in the case of the New Holdco Interim Loan, the New Holdco Senior Notes shall have been issued substantially concurrently in lieu of such drawing). (v) Each of the Specified Transactions shall have been consummated on terms and conditions and pursuant to documentation reasonably satisfactory to each Lead Arranger (without any waiver or amendment of any material term or condition thereof not approved by each Lead Arranger) (including, in the case of the New Opco Refinancing, pay-off letters and 5 releases of liens). (K) Each aspect of the Transactions, the financing thereof and the consummation thereof shall be in compliance in all material respects with all applicable laws and regulations. (L) After giving effect to the Transactions, none of the Central Park Entities nor any of their respective restricted subsidiaries shall have outstanding any indebtedness or preferred stock or lien or encumbrances on their assets other than the loans made and liens created under the Credit Facilities (or, in the case of the New Holdco Interim Loan, the New Holdco Senior Notes in lieu thereof), customary permitted liens, indebtedness incurred in the ordinary course of business, and such other debt or preferred stock as is set forth on Appendix I to this Exhibit E. (M) There shall not have occurred any material adverse change or any condition or event that would reasonably be expected to result in a material adverse change in the financial condition (from that shown by the balance sheets as at December 31, 2004 included in said financial statements referred to in clause (D)(i)(1) above), business, assets or results of operations of Central Park, New Holdco, New Opco and their respective restricted subsidiaries taken as a whole (after giving effect to the Transactions) since December 31, 2004. (N) There shall be insurance coverage for New Holdco, New Opco and their respective restricted subsidiaries, in each case of such types, in such amounts and on such terms and conditions as are customarily maintained by entities engaged in the same or similar business. (O) Each Borrower shall have obtained a debt rating of each of the Credit Facilities and New Holdco Senior Notes from Moody's Investors Service Inc. ("Moody's") and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). (P) In the case of the New Holdco Interim Loan, New Holdco shall have provided to each Lead Arranger not later than 30 days prior to the Closing Date a substantially complete initial draft of a registration statement or a Rule 144A confidential offering memorandum relating to the issuance of the New Holdco Senior Notes in respect of the New Holdco Interim Loan that contains all financial statements and other data that the Securities and Exchange Commission would require in a registered offering of the New Holdco Senior Notes or that each Lead Arranger otherwise reasonably consider necessary or desirable and is reasonably available for the marketing of the New Holdco 6 Senior Notes (collectively, the "Required Information"), including, without limitation, (A) audited consolidated financial statements of Central Park and its subsidiaries for the three fiscal years ended most recently prior to the Merger, (B) unaudited consolidated financial statements of Central Park and its subsidiaries for any interim quarterly periods that have ended since the most recent of such audited financial statements, and (C) pro forma financial statements as to Central Park and its subsidiaries after giving effect to the Transactions for the most recently completed fiscal year and the period commencing with the end of the most recently completed fiscal year and ending with the most recently completed month, which in each case with respect to the foregoing, (i) shall be reasonably satisfactory in form and substance to each Lead Arranger and (ii) shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1. (Q) In the case of the New Holdco Interim Loan, New Holdco shall have cooperated reasonably and in good faith with the marketing effort for the New Holdco Senior Note Offering with a view to effecting the issuance of the New Holdco Senior Notes in lieu of the draw down of the applicable Interim Loan and shall have provided to each Lead Arranger not later than 20 days prior to the Closing Date, a complete printed preliminary offering memorandum or, in the case of a registered offering, a complete printed preliminary prospectus reflecting Securities and Exchange Commission final comment responses usable in a customary high-yield road show relating to the issuance of the New Holdco Senior Notes and containing all Required Information. (R) Since the date of the Commitment Letter, neither Central Park nor any of its restricted subsidiaries shall have made or provided any material investment, credit or credit support for the primary purpose of operating a direct to home multi-channel satellite video distribution business other than primarily in connection with the process of shutting down such a business. Subject to the immediately preceding sentence, since the date of the Commitment Letter, neither Central Park nor any of its restricted subsidiaries shall engage in any business activities or make any material investments in any person or business, other than those businesses engaged or contemplated to be engaged in by, and those investments currently being made or contemplated to be made by, Central Park and/or any of its restricted subsidiaries as of the date of the Commitment Letter, investments in Central Park or any restricted subsidiary thereof, ordinary course investments and other than in connection with the Transactions. 7 APPENDIX I OUTSTANDING INDEBTEDNESS 1. New Opco's Senior and Senior Subordinated Notes: $500.0 million Floating Rate Senior Notes due 2009 $1.0 billion 8% Senior Notes due 2012 $500.0 million 8 1/8% Senior Notes due 2009 $500.0 million 7 1/4% Senior Notes due 2008 $500.0 million 7 5/8% Senior Debentures due 2018 $300.0 million 7 7/8% Senior Debentures due 2018 $500.0 million 7 7/8% Senior Notes due 2007 $400.0 million 8 1/8% Senior Debentures due 2009 $1.0 billion 7 5/8% Senior Notes due 2011 $500.0 million 6 3/4% Senior Notes due 2012 $250.0 million 10 1/2% Senior Subordinated Debentures due 2016 2. $4.0 million of capital leases EX-21 6 y10120exv21.txt EX-21: PRESS RELEASE Exhibit 21 DOLAN FAMILY GROUP PROPOSES TO ACQUIRE PUBLIC INTEREST IN CABLEVISION TELECOM AND CABLE BUSINESSES AND TO SPIN OFF PROGRAMMING, SPORTS AND ENTERTAINMENT BUSINESSES TOTAL VALUE DELIVERED TO PUBLIC SHAREHOLDERS TO BE $33.50 PER SHARE, A 25% PREMIUM OVER THE PREVIOUS CABLEVISION CLOSING PRICE $21.00 PER SHARE IN CASH FOR TELECOM AND CABLE BUSINESSES REPRESENTS HIGHEST VALUE PER SUBSCRIBER PAID IN A MAJOR CABLE TRANSACTION IN RECENT YEARS CURRENT SHAREHOLDERS ALSO TO RECEIVE PRO-RATA EQUITY INTEREST IN SPIN-OFF OF PROGRAMMING, SPORTS AND ENTERTAINMENT ASSETS - INCLUDING NATIONAL CABLE NETWORKS, REGIONAL SPORTS NETWORKS AND MADISON SQUARE GARDEN Bethpage, New York, June 20, 2005 - Charles F. and James L. Dolan, on behalf of members of the Dolan Family Group, today announced that they have proposed to acquire the cable and telecommunications businesses of Cablevision Systems Corporation (NYSE: CVC). Under the proposed transaction, transmitted yesterday in a letter to the Cablevision Board of Directors, Rainbow Media Holdings would also be spun off to all Cablevision shareholders on a pro rata basis. The spin-off will include the national cable networks (AMC, IFC, WE), fuse, regional sports networks, Madison Square Garden, the New York Knicks, the New York Rangers, Radio City Music Hall, News 12 and Clearview Cinemas. Concurrent with the spin-off of Rainbow, with an estimated value of $12.50 per share, the public shareholders of Cablevision would receive $21.00 per share in cash in connection with a merger of Cablevision with an entity owned by the Dolan Family Group. The transaction delivers an estimated value of $33.50 per share or an aggregate of $7.9 billion to public shareholders, and implies an enterprise value for the company's telecom and cable businesses of $13.6 billion. After the completion of the transactions, the Dolan Family Group would own 100% of the Cablevision telecom and cable businesses and approximately 20% of Rainbow. In the letter sent to the Board, the Dolan Family Group noted that it anticipates that the Board will form a special committee of independent directors, which will retain its own legal and financial advisors, to respond to the proposal on behalf of Cablevision's public shareholders. The Dolan Family Group also noted that it is interested only in the proposed transaction and will not sell its stake in Cablevision. The total consideration to be received by the public shareholders represents a 25% premium over the Friday, June 17 closing price for Cablevision Class A common stock and a 27% premium to the average closing price for the last 30 days. Assuming an estimated value for Rainbow of $12.50 per share, the premium offered for Cablevision's core cable and telecommunications business is approximately 46%. On a per subscriber basis, the implied cable and telecom transaction value represents the highest value paid in a major cable transaction in recent years. Charles and James Dolan said, "Our proposal offers a substantial premium to Cablevision's public shareholders for the cable and telecom businesses, while enabling shareholders to benefit from unlocking the value of our premier programming, sports and entertainment properties. With new technologies and aggressive competitors redefining content delivery, the cable and telecommunications businesses have truly entered a new and challenging era. We strongly believe that a long-term, entrepreneurial management perspective - not constrained by the public markets' tendency to focus on short-term results - will better enable the cable company to meet its competitive challenges. We are prepared to shoulder the risks of full ownership and are confident the company will achieve success. "Our proposed transaction will also create a focused, well-capitalized content company including the national cable networks, outstanding regional sports networks, the New York Knicks and the New York Rangers, and one of the world's finest sports and entertainment arenas - Madison Square Garden. This `pure-play' company will be well positioned for continued growth. We have long believed the value of these scarce assets was not fully reflected in Cablevision's stock price, and will be more readily recognized in a stand-alone company." Upon the close of the transaction, the Dolan Family Group anticipates that Charles Dolan would continue to serve as the Chairman of Cablevision, James Dolan would be the CEO and Chairman of Rainbow and a director of Cablevision, and Tom Rutledge would be the CEO of Cablevision. Long-term programming and distribution agreements between the two companies will remain in place. Charles and James Dolan are being advised by Merrill Lynch & Co., Banc of America Securities LLC, and law firm Debevoise & Plimpton LLP. Merrill Lynch & Co. and Banc of America Securities LLC and certain of its affiliates have agreed to fully finance the cash consideration payable to the public stockholders. The total funds necessary to consummate the transaction (including refinancing Cablevision's existing credit facility) are expected to be approximately $6.8 billion. Pending the execution of a definitive agreement, Cablevision's stockholders and others considering trading in its securities should recognize that the announcement of this proposal is only the beginning of the process of considering the proposal and that no definitive time frame has been determined. This press release is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of Cablevision, and it is not a substitute for any proxy statement or other filings that may be made with the Securities and Exchange Commission ("SEC") should this proposed transaction go forward. If such documents are filed with the SEC, investors will be urged to thoroughly review and consider them because they will contain important information, including risk factors. Any such documents, once filed, will be available free of charge at the SEC's website (www.sec.gov) and from Cablevision. 2 "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION AND REFORM ACT OF 1995: This press release includes forward-looking statements within the meaning of the federal securities laws that are subject to risks and uncertainties, including the inability to satisfy the conditions to any proposed transaction, general economic conditions, and other factors that may be identified in filings made with the SEC by Cablevision or the Dolan Family Group. # # # Contacts: Walter Montgomery 646-805-2002 Jim Badenhausen 646-805-2006 3 -----END PRIVACY-ENHANCED MESSAGE-----