-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Esn6g9aesbsvJsix5xkCDgWzcQW2Q1d0eeTqcgiwSOpenYFFaFCgMZan87qvCUzF 7/K8aNRZ6UYM/NkukoRbPA== 0000912057-94-001320.txt : 19940414 0000912057-94-001320.hdr.sgml : 19940414 ACCESSION NUMBER: 0000912057-94-001320 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP CENTRAL INDEX KEY: 0000784681 STANDARD INDUSTRIAL CLASSIFICATION: 4841 IRS NUMBER: 112776686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09046 FILM NUMBER: 94522307 BUSINESS ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 10-K/A 1 FORM 10-K/A REG COVER - DOC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ----- EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 ----------------- OR - ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _________ to _________. Commission File Number: 1-9046 ------ Cablevision Systems Corporation ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 11-2776686 - ------------------------------------ ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Media Crossways, Woodbury, New York 11797 - --------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 364-8450 -------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class: Class A Common Stock Name of each exchange on which registered: American Stock Exchange Securities registered pursuant to Section 12(g) of None the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X ----- Aggregate market value of voting stock held by nonaffiliates of the registrant based on the closing price at which such stock was sold on the American Stock Exchange on March 28, 1994: $554,603,787 Number of shares of common stock outstanding as of March 28, 1994: Class A Common Stock - 10,892,922 Class B Common Stock - 12,411,532 Documents Incorporated by reference - The Company intends to file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year, a definitive proxy statement or an amendment on Form 8 to this report containing the information required to be disclosed under Part III of Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 11th day of April, 1994. Cablevision Systems Corporation By: * ----------------------- Name: William J. Bell Title: Vice Chairman POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Francis F. Randolph, Jr., Marc A. Lustgarten and Robert S. Lemle, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on April 11, 1994. Name Title ---- ----- * Chairman of the Board of Directors - ---------------------------- and Chief Executive Officer Charles F. Dolan (Principal Executive Officer) * Senior Vice President-Finance and - ---------------------------- Treasurer (Principal Financial Barry J. O'Leary Officer) * Vice President and Controller - ---------------------------- (Principal Accounting Officer) Jerry Shaw (2) SIGNATURES (continued) * Vice Chairman and Director - ---------------------------- William J. Bell - ---------------------------- Vice Chairman and Director Marc A. Lustgarten * Vice Chairman and Director - ---------------------------- Francis F. Randolph, Jr. /s/ Robert S. Lemle Executive Vice President, General - ---------------------------- Counsel, Secretary and Director Robert S. Lemle * Senior Vice President and Director - --------------------------- Daniel T. Sweeney - --------------------------- Vice President and Director James L. Dolan * Vice President and Director - --------------------------- Sheila A. Mahony - --------------------------- Director and Chairman of the John Tatta Executive Committee - --------------------------- Director Patrick F. Dolan * Director - --------------------------- Charles D. Ferris * Director - --------------------------- Richard H. Hochman * Director - --------------------------- Victor Oristano - --------------------------- Director A. Jerrold Perenchio *By: /s/ Robert S. Lemle Attorney-in-Fact ---------------------- Robert S. Lemle (3) INDEX TO EXHIBITS EXHIBIT PAGE NO. DESCRIPTION NO. - ------- ----------- ----- 3.1 --Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 dated January 17, 1986, File No. 33-1936 (the "S-1")) 3.1A --Amendment to Certificate of Incorporation and complete copy of amended and restated Certificate of Incorporation (incorporated herein by reference to Exhibits 3.1A(i) and 3.1A(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (the "1989 10-K")) 3.1B --Certificate of Designations for the Series E Redeemable Exchangeable Convertible Preferred Stock 3.1C --Certificate of Designations for the Series F Redeemable Preferred Stock 3.2 --By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the S-1) 3.2A --Amendment to By-laws and complete copy of amended and restated By-laws (incorporated herein by reference to Exhibit 3.2 to the 1989 10-K) 3.2B --Amendment to By-laws and complete copy of amended and restated By-laws (incorporated herein by reference to Exhibit 3.2B to the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1992 (the "1992 10-K"). 4.1 --Indenture dated as of November 10, 1988 relating to the Registrant's $200,000,000 Senior Subordinated Debentures due October 15, 2003 (incorporated herein by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, File No. 1-9046 (the "1988 10-K"). 4.2 --Indenture dated as of April 1, 1992 relating to the Registrant's $275,000,000 10 3/4% Senior Subordinated Debentures due April 1, 2004 (incorporated herein by reference to Exhibit 4.2 to the 1992 10-K). (4) INDEX TO EXHIBITS (continued) EXHIBIT PAGE NO. DESCRIPTION NO. - ------- ----------- ---- 4.3 --Indenture dated as of February 15, 1993 relating to the Registrant's $200,000,000 9 7/8% Senior Subordinated Debentures due February 15, 2013 (incorporated herein by reference to Exhibit 4.3 to the 1992 10-K). 10.1 --Registration Rights Agreement between Cablevision Systems Company and the Registrant (incorporated herein by reference to Exhibit 10.1 of the S-1). 10.2 --Registration Rights Agreement between CSC Holdings Company and the Registrant (incorporated herein by reference to Exhibit 10.2 to the S-1) 10.4 --Form of Right of First Refusal Agreement between Dolan and the Registrant (incorporated herein by reference to Exhibit 10.4 to the S-1) 10.5 --Supplemental Benefit Plan of the Registrant (incorporated herein by reference to Exhibit 10.7 to the S-1) 10.6 --Cablevision Money Purchase Pension Plan, and Trust Agreement dated as of December 1, 1983 between Cablevision Systems Development Company and Dolan and Tatta, as Trustees (incorporated herein by reference to Exhibit 10.8 to the S-1) 10.6A --Amendment to the Cablevision Money Purchase Pension Plan adopted November 6, 1992 (incorporated herein by reference to Exhibit 10.6A to the 1992 10-K). 10.7 --Employment Agreement between Charles F. Dolan and the Registrant dated January 27, 1986 (incorporate herein by reference to Exhibit 10.9 to the S-1) 10.8 --Amended and Restated Agreement dated as of June 1, 1983 between SportsChannel Associates and Cablevision Systems Holdings Company (incorporated herein by reference to Exhibit 10.11 to the S-1) (5) INDEX TO EXHIBITS (continued) EXHIBIT PAGE NO. DESCRIPTION NO. - ------- ----------- ----- 10.9 --Assignment of Partnership Interest dated as of November 30, 1984 between Cablevision Systems Company, Cablevision Company and Cablevision of Boston Limited Partnership (incorporated herein by reference to Exhibit 10.15 to the S-1) 10.10 --Promissory Note of Cablevision of Chicago dated November 30, 1984 payable to Cablevision Company (incorporated herein by reference to Exhibit 10.16 to the S-1) 10.11 --Promissory Note of Cablevision of Chicago dated August 11, 1989 payable to Cablevision Systems Corporation (incorporated herein by reference to Exhibit 10.16A to the 1989 10-K) 10.12 --Lease Agreement dated as of October 9, 1978 between Cablevision Systems Development Company and Industrial and Research Associates Co. and amendment dated June 21, 1985 between Industrial and Research Associates Co. and Cablevision Company (incorporated herein by reference to Exhibit 10.18 to the S-1) 10.13 --Lease Agreement dated May 1, 1982 between Industrial and Research Associates Co. and Cablevision Systems Development Company (incorporated herein by reference to Exhibit 10.19 to the S-1) 10.14 --Agreement of Sublease dated as of July 9, 1982 between Cablevision Systems Development Company and Ontel Corporation (incorporated herein by reference to Exhibit 10.20 to the S-1) 10.15 --Agreement of Sublease dated as of June 21, 1985 between Grumman Data Systems Corporation and Cablevision Company (incorporated herein by reference to Exhibit 10.21 to the S-1) 10.16 --Agreement dated as of June 21, 1985 between Industrial and Research Associates Co., Grumman Data Systems Corporation and Cablevision Company (incorporated herein by reference to Exhibit 10.22 to the S-1) (6) INDEX TO EXHIBITS (continued) EXHIBIT PAGE NO. DESCRIPTION NO. - ------ ----------- ---- 10.17 --Lease Agreement dated as of June 21, 1985 between Industrial and Research Associates Co. and Cablevision Company (incorporated herein by reference to Exhibit 10.23 to the S-1) 10.18 --Lease Agreement dated as of February 1, 1985 between Cablevision Company and County of Nassau (incorporated herein by reference to Exhibit 10.24 to the S-1) 10.19 --Lease Agreement dated as of January 1, 1981 between Cablevision Systems Development Company and Precision Dynamics Corporation and amendment dated January 15, 1985 between Cablevision Company and Nineteen New York Properties Limited Partnership (incorporated herein by reference to Exhibit 10.25 to the S-1) 10.20 --Option Certificate for 840,000 Shares Issued Pursuant to the 1986 Nonqualified Stock Option Plan of the Registrant (incorporated herein by reference to Exhibit 10.29 to the S-1) 10.21 --Stock Purchase Agreement dated as of February 17, 1989 among the Registrant, Viacom, Inc. and Arsenal Holdings II, Inc. (incorporated herein by reference to Exhibit 10.29 to the 1988 10-K) 10.23 --Acquisition Agreement, dated as of April 20, 1989, among Rainbow Programming Holdings, Inc., Rainbow Program Enterprises and SportsChannel America Holding Corporation, and National Broadcasting Company, Inc. and NBC Cable Holding, Inc. (incorporated herein by reference to Exhibit 2.1 to the Registrant's Report on Form 8-K under the Securities Exchange Act of 1934 dated April 20, 1989) (the "April 1989 8-K")) 10.24 --Investment Agreement, dated as of April 20, 1989, among Rainbow Programming Holdings, Inc., CNBC Holding Corporation, National Broadcasting Company, Inc. and CNBC, Inc. (incorporated herein by reference to Exhibit 2.2 to the April 1989 8-K) (7) INDEX TO EXHIBITS (continued) EXHIBIT PAGE NO. DESCRIPTION NO. - ---------- ----------- ---- 10.25 --New Ventures Agreement, dated as of April 20, 1989, among the Registrant and certain of its subsidiaries, and National Broadcasting Company, Inc. and certain of its subsidiaries (incorporated herein by reference to Exhibit 2.3 to the April 1989 8-K) 10.26 --Olympics Agreement, dated as of April 20, 1989, between Rainbow Programming Holdings, Inc., National Broadcasting Company, Inc. and Rainbow NBC Olympics Company (incorporated herein by reference to Exhibit 2.5 to the April 1989 8-K) 10.27 --Agreement for Asset Trade, dated as of August 25, 1989 among CSC Acquisition Corporation, Times Mirror Cable Television of Long Island, Inc. and Time Mirror Cable Television of Haverhill, Inc. (incorporated herein by reference to Exhibit 10.40 to the 1990 10-K) 10.29 --Letter Agreement dated as of December 19, 1991 among U.S. Cable Television Group, L.P., V Cable, Inc. and General Electric Capital Corporation (incorporated herein by reference to Exhibit 2(a) to the January 1992 8-K). 10.30 --Letter Agreement dated as of December 19, 1991 among General Electric Capital Corporation, the Registrant and V Cable, Inc. (incorporated herein by reference to Exhibit 2(b) to the January 1992 8-K). 10.31 --Amendment dated February 12, 1992 to Letter Agreement dated as of December 19, 1991 among General Electric Capital Corporation, the Registrant and V Cable, Inc. (incorporated herein by reference to Exhibit 2(b) to the March 1992 Form 8). 10.32 --Purchase and Reorganization Agreement dated as of December 20, 1991 between the Registrant and Charles F. Dolan (incorporated herein by reference to Exhibit 2(c) to the January 1992 8-K). (8) INDEX TO EXHIBITS (continued) EXHIBIT PAGE NO. DESCRIPTION NO. - ------- ----------- ----- 10.33 --Amendment No. 1 dated as of March 28, 1992 to Purchase and Reorganization Agreement dated as of December 20, 1991 between the Registrant and Charles F. Dolan (incorporated herein by reference to Exhibit 2(g) to the March 1992 Form 8). 10.34 --Letter Agreement dated February 12, 1992, among the Registrant, A-R Cable Services, Inc. and Warburg Pincus Investors, L.P. (incorporated herein by reference to Exhibit 28(a) to the Registrant's Current Report on Form 8-K under the Securities Exchange Act of 1934 dated February 21, 1992 (the "February 1992 8-K")). 10.35 --Letter Agreement dated February 12, 1992 among the Registrant, A-R Cable Services, Inc. and General Electric Capital Corporation (incorporated herein by reference to Exhibit 28(b) to the February 1992 8-K). 10.36 --Letter Agreement dated February 12, 1992 among the Registrant and A-R Cable Services, Inc. (incorporated herein by reference to Exhibit 28(b) to the February 1992 8-K). 10.37 --Non-Competition Agreement, dated as of December 31, 1992, among V Cable, Inc., VC Holding, Inc. and the Registrant, for the benefit of V Cable, Inc., VC Holding, Inc. and General Electric Capital Corporation (incorporated herein by reference to Exhibit 10.37 to the 1992 10-K). 10.38 --Non-Competition Agreement, dated as of December 31, 1992, between U.S. Cable Television Group, L.P. and the Registrant, for the benefit of U.S. Cable Television Group, L.P. and General Electric Capital Corporation (incorporated herein by reference to Exhibit 10.38 to the 1992 10-K). 10.39 --CSC Nonrecourse Guaranty and Pledge Agreement, dated as of December 31, 1992, between the Registrant and General Electric Capital Corporation, as Agent for the Lenders (incorporated herein by reference to Exhibit 10.39 to the 1992 10-K). (9) INDEX TO EXHIBITS (continued) EXHIBIT PAGE NO. DESCRIPTION NO. - ------- ----------- ----- 10.40 --U.S. Cable Investment Agreement, dated as of June 30, 1992, among V Cable, Inc., V Cable GP, Inc., U.S. Cable Television Group, L.P. and U.S. Cable Partners (incorporated herein by reference to Exhibit 10.40 to the 1992 10-K). 10.41 --Newco Investment Agreement, dated as of December 31, 1992, among VC Holding, Inc., V Cable, Inc. and U.S. Cable Television Group (incorporated herein by reference to Exhibit 10.41 to the 1992 10-K). 10.42 --Senior Loan Agreement, dated as of December 31, 1992, among V Cable, Inc., the Lenders named therein and General Electric Capital Corporation, as Agent for the Lenders and as Lender (incorporated herein by reference to Exhibit 10.42 to the 1992 10-K). 10.43 --Senior Loan Agreement, dated as of December 31, 1992, among U.S. Cable Television Group, L.P., the Lenders named therein and General Electric Capital Corporation, as Agent for the Lenders and as Lender (incorporated herein by reference to Exhibit 10.43 to the 1992 10-K). 10.44 --Third Amended and Restated Credit Agreement dated as of June 24, 1992 (the "Third Amended and Restated Credit Agreement") among the Registrant, the Restricted Subsidiaries (as defined therein), the banks which are parties thereto and Toronto Dominion (Texas), Inc. as Agent and Bank of Montreal, Chicago Branch, The Bank of New York, The Bank of Nova Scotia, and The Canadian Imperial Bank of Commerce, as Co-Agents (incorporated herein by reference to Exhibit 10.44 to the 1992 10-K). 10.44A --Amendment No. 1, dated as of August 4, 1992, to Third Amended and Restated Credit Agreement (incorporated herein by reference to Exhibit 10.44A to the 1992 10-K). 10.44B --Amendment No. 2 and waiver, dated as of November 8, 1993 to the Third Amended and Restated Credit Agreement. (10) INDEX TO EXHIBITS (continued) EXHIBIT PAGE NO. DESCRIPTION NO. - ------- ----------- ----- 10.44C --Amendment No. 3 and waivers, dated as of March __, 1994 to the Third Amended and Restated Credit Agreement. 10.46 --Cablevision Systems Corporation Amended and Restated Employee Stock Plan (incorporated herein by reference to Exhibit 10.46 to the 1992 10-K). 10.47 --Cablevision Systems Corporation 401(K) Savings Plan (incorporated herein by reference to Exhibit 10.47 to the 1992 10-K). 10.49 --Fourth Amended and Restated Credit Agreement, dated as of June 18, 1993, among Cablevision of New York City - Phase I L.P., Cablevision Systems New York City Corporation, Cablevision of New York City- Master L.P., each of the Banks signatory thereto, The Chase Manhattan Bank (National Associates) as Agent and The First National Bank of Chicago and CIBC, Inc. each as Co-Agent. 10.50 --Asset Purchase Agreement, dated as of July 23, 1993, by and between Cablevision of Cleveland, L.P. and North Coast Cable Limited Partnership (incorporated herein by reference to Exhibit 10.50 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1993). 10.51 --Master Agreement, dated as of October 26, 1993, between Cablevision MFR, Inc., Monmouth Cablevision Associates, Framingham Cablevision Associates and Riverview Cablevision Associates, L.P. (incorporated herein by reference to Exhibit 10.51 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1993 (the "September 1993 10-Q"). 10.52 --Asset Purchase Agreement, dated as of October 26, 1993, between Monmouth Cablevision Associates and Cablevision MFR, Inc. (incorporated herein by reference to Exhibit 10.52 to the September 1993 10-Q). (11) INDEX TO EXHIBITS (continued) EXHIBIT PAGE NO. DESCRIPTION NO. - ------- ----------- ----- 10.53 --Asset Purchase Agreement, dated as of October 26, 1993, between Framingham Cablevision Associates, Limited Partnership and Cablevision MFR, Inc. (incorporated herein by reference to Exhibit 10.53 to the September 1993 10-Q). 10.54 --Asset Purchase Agreement, dated as of October 26, 1993 between Riverview Cablevision Associates, L.P. and Cablevision MFR, Inc. (incorporated herein by reference to Exhibit 10.54 to the September 1993 10-Q). 10.55 --Asset Purchase Agreement among A-R Cable Partners, Nashoba Communications Limited Partnership, Nashoba Communications Limited Partnership No. 7 and Nashoba Communications of Belmont Limited Partnership dated as of November 5, 1993 (incorporated herein by reference to Exhibit 10.55 to the September 1993 10-Q). 10.56 --Preferred Stock Purchase Agreement, dated as of March 30, 1994, by and among the Company and Toronto Dominion Investments, Inc. 10.57 --Registration Rights Agreement, dated as of March 30, 1994, by and among the Company and Toronto Dominion Investments, Inc. 22 --Subsidiaries of the Registrant 23.1 --Consent of Independent Auditors 28.1 --Form of Guarantee and Indemnification Agreement among Dolan, the Registrant and directors and officers of the Registrant (incorporated herein by reference to Exhibit 28 to the S-1) (12) EX-3.1B 2 DOC 2 EX. 3.1b CERTIFICATE OF VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF THE SERIES E REDEEMABLE EXCHANGEABLE CONVERTIBLE PREFERRED STOCK OF CABLEVISION SYSTEMS CORPORATION ------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------- I, William J. Bell, Vice Chairman of Cablevision Systems Corporation (the "corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY: That, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation as amended of said corporation, said Board of Directors, at a meeting duly called and held on March 30, 1994, adopted a resolution providing for the issuance of an aggregate of One Hundred Thousand (100,000) shares of Series E Redeemable Exchangeable Convertible Preferred Stock, which resolution is as follows: WHEREAS, the Board of Directors of the corporation (the "Board of Directors") is authorized, within the limitations and restrictions stated in the Certificate of Incorporation, as amended, to fix by resolution or resolutions the designation of each series of preferred stock and the powers, designations, preferences and relative participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the General Corporation Law of Delaware; and WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of preferred stock and the number of shares constituting such series; 2 NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such series of preferred stock on the terms and with the provisions herein set forth: I. CERTAIN DEFINITIONS. As used herein, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires: "A Rating" means that a Person's senior debt carries either (i) a rating of at least A+ from Standard & Poor's Corporation and its successors ("S&P") and at least A2 from Moody's Investors Service, Inc. and its successors ("Moody's") or (ii) a rating of at least A from Moody's and at lease A from S&P, or, if either S&P or Moody's, or both, shall not make a rating of such Person's senior debt publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the corporation which shall be substituted for S&P or Moody's, as the case may be. "Abeyance Test" has the meaning specified in Section VII(G) hereof. "Abeyance Test Date" has the meaning specified in Section VII(G) hereof. "Actual Control Change Date" has the meaning specified the definition of "Trigger Date." "Actual Tax Payable" means the federal income tax payment required to be made by a Holder in respect of Dividends through the relevant Tax Computation Date. "Additional Preferred Stock" has the meaning set forth in Article Fourth of the corporation's Certificate of Incorporation. "Affiliate" means, with respect to any Person, (i) any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, (ii) any director, officer, partner or employee of such Person or any Person specified in (i) above, or (iii) any immediate family member of any Person specified in (i) or (ii) above. "Alternate Exchange Shares" has the meaning specified in Section IX(D) (i) hereof. "Annualized Operating Cash Flow" shall have the meaning assigned to such term in the Senior Credit Agreement (as 3 such agreement is in effect on the date of filing of this Certificate of Designations). "Applicable Rate" has the meaning specified in Section IV(A) (ii) hereof. "Applicable Spread" means 2.50% plus .50% commencing at any time that (x) a Registration Statement is not filed with the SEC on or prior to the date required to be filed under Section 2.1(c), Section 2.2(b), Section 2.2(d), Section 2.4 or Section 2.5 of the Registration Rights Agreement, as the case may be, (y) a Registration Statement is not declared, or does not become, effective on or prior to the date required to be declared, or become, effective under Section 2.1(c), Section 2.2 (b), Section 2.2(d), Section 2.4 or Section 2.5, as the case may be, or (z) a Registration Statement is not maintained effective for the time period specified in Section 2.1(c), Section 2.2(d), Section 2.2(e), Section 2.3, Section 2.4 or Section 2.5, as the case may be, and continuing until the earlier of (x) the filing of a Registration Statement and (y) the effectiveness of such Registration Statement, as the case may be. The Applicable Spread will not be increased pursuant to this definition during any period in which a Suspension Notice is in effect pursuant to Section 3.2(c) or Section 4.1 of the Registration Rights Agreement. "Auction Date" shall have the meaning specified in Section VII(C) (ii) hereof. "Auction Election Notice" shall have the meaning specified in Section VII(C)(ii) hereof. "Auction Settlement Date" has the meaning specified in Section VII(F) (i) (a) hereof. "BHC Act Holder" means any Holder which is, is an Affiliate of, or by virtue of the International Banking Act of 1978, as amended, is subject to regulation as, a bank holding company under the Bank Holding Company Act of 1956, as amended. "Broker" has the meaning specified in Section VII(F) (i) (b) hereof. "Business Day" means a day other than a Saturday, Sunday, national or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close. "Capital Stock" means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock. 4 "Change of Control" means either (i) the consummation of any sale or other transfer of shares of Common Stock by Dolan which results in Dolan retaining, directly or indirectly, less than fifty percent (50%) of the voting power with respect to the corporation's voting stock (a "Dolan Sale Transaction"); or (ii) the entering into by Dolan or the corporation of a transaction with a third party which gives the third party the right (without the consent of the corporation or Dolan) to acquire securities of the corporation or Dolan such that after such acquisition Dolan would own, directly or indirectly, less than fifty percent (50%) of the voting power with respect to the corporation's voting stock (an "Eventual Control Transaction"). "Class A Common Stock" means the Class A Common Stock, par value $.01 per share, of the corporation. "Class B Common Stock" means the Class B Common Stock, par value $.01 per share, of the corporation. "Closing Price" on any day shall mean the reported last sale price per share of Class A Common Stock regular way on such day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way, in each case on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotations National Market System, or, if not quoted on such National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the corporation for that purpose. "Code" means the Internal Revenue Code of 1986, as amended, or successor provisions. "Common Stock" means the Class A Common Stock and the Class B Common Stock and any other class of common stock hereafter authorized by the corporation from time to time. "Confirmation" has the meaning specified in Section VII(F) (i) (b) hereof. "Conversion Agency Agreement" has the meaning specified in Section VII(F) (i) (b) hereof. "Conversion Agent" has the meaning specified in Section VII(F) (i) (a) hereof. "Conversion Date" has the meaning specified in Section VII(A) hereof. 5 "Conversion Intention Notice" means a notice delivered by a Holder to the corporation indicating such Holder's good faith (but nonbinding) intention to elect, during the Sale Window, to exercise its right to convert up to the number of shares of Series E Preferred Stock specified in such Conversion Intention Notice. No Holder may deliver another Conversion Intention Notice until the expiration of 135 days from the end of the previous Sale Window in respect of such Holder. "Conversion Notice" has the meaning specified in Section VII(B) hereof. "Convertibility Period" means any Sale Window that occurs during the period beginning on April 1, 1995 or, in the event there is a suspension of conversion rights pursuant to Section VII(G), such later date on which such suspension shall become void or be no longer effective. "Corporation" or "corporation" means Cablevision Systems Corporation. "Current Market Value" means (i) in the case of a publicly-traded security, the average of the Closing Prices for the twenty (20) consecutive Trading Days through and including the date ending two Business Days prior to the applicable Determination Date (e.g., if the Determination Date is April 10, Current Market Value would be calculated using the 20 Trading Days ending on April 8, assuming April 8, 9 and 10 are all Business Days), (ii) in the case of cash, the amount thereof, and (iii) in the case of property other than publicly-traded securities or cash, the fair market value thereof as determined in good faith by the Board of Directors. "Determination Date" means the Conversion Date in the case of a conversion pursuant to Section VII(A), the Dividend Payment Date in the case of a dividend and the Auction Date in the case of an Auction Conversion. "Dividend Determination Date" has the meaning specified in Section IV(A) (ii) hereof. "Dividend Payment Date" means each January 1, April 1, July 1 and October 1 of each year on which dividends shall be paid, any Conversion Date, Redemption Date, Auction Date, Exchange Date and any other date on which dividends in arrears may be paid. "Dividend Period" means the Initial Dividend Period, and, thereafter, each Quarterly Dividend Period. "Dividend Record Date" means, with respect to the dividend payable on each Dividend Payment Date, the 6 fifteenth day immediately preceding such Dividend Payment Date, or such other record date as may be designated by the Board of Directors with respect to the dividend payable on such Dividend Payment Date; PROVIDED, HOWEVER, that such record date may not be more than sixty days or less than ten days prior to such Dividend Payment Date. "Dividend(s)" means payment(s) of dividends on the Series E Preferred Stock as described in Section IV hereof. "DRD" means the dividends received deduction provided by Section 243(a)(1) of the Code. "Dolan" shall mean Mr. Charles Dolan, his spouse, his descendants or any spouse of any such descendants and trusts for the benefit of, inter alia, him, his spouse, his descendants or any spouse of any such descendants, and any estate, testamentary trust, or executor, administrator, conservator or legal or personal representative of any of the foregoing. "Dolan Sale Transaction" has the meaning specified in the definition of "Change in Control." "Event Date" has the meaning specified in the definition of "Trigger Date." "Eventual Control Transaction" has the meaning specified in the definition of "Change in Control." "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Exchange Date" has the meaning specified in Section IX(B) hereof. "Exchange Notice" has the meaning specified in Section IX(B) hereof. "GAAP" means generally accepted accounting principles in effect in the United States as of the time when and for the period as to which accounting principles are to be applied. "Holder" means a registered holder of shares of Series E Preferred Stock. "Hypothetical Tax Payable" means the amount of federal income tax which a Holder would have paid on the relevant Tax Computation Date in respect of Dividends if the DRD had been 70% from the date of issuance of the Series E Preferred Stock through the Tax Computation Date and the Dividends were "dividends" within the meaning of Section 316(a) of the Code. 7 "Indebtedness" shall have the meaning assigned to such term in the Senior Credit Agreement (as such agreement is in effect on the date of filing of this Certificate of Designations). "Initial Dividend Period" means the dividend period commencing on and including the Original Issue Date and ending on and including June 30, 1994. "Issuance Notice" has the meaning specified in Section X(D)(iii) hereof. "Junior Securities" has the meaning specified in Section III(A)(i) hereof. "Liquidation Preference" means the Original Liquidation Preference, plus an amount in cash equal to all accrued and unpaid dividends (including an amount equal to a prorated dividend from the last Dividend Payment Date to the date such Liquidation Preference is being determined). The Liquidation Preference of a share of Series E Preferred Stock will increase on a daily basis as dividends accrue on such share and will decrease only to the extent such dividends are actually paid, all as provided in Section IV hereof. Notwithstanding the foregoing, in determining the amount to be paid on a Redemption Date or the number of shares of Class A Common Stock to be issued on a Conversion Date or the amount of cash to be paid on an Auction Settlement Date, or the liquidation preference of securities to be issued on an Exchange Date, or the amount of shares to be issued in payment of a dividend on a Dividend Payment Date, Liquidation Preference shall not be deemed to include any dividends payable on any such date to the extent such dividends are to be paid on such date in accordance with the requirements of this Certificate of Designations. "London Business Day" means any day (i) that is a Business Day and (ii) on which dealings in United States dollars are transacted in the London interbank market. "Mandatory Conversion" has the meaning specified in Section VII(D)(i) hereof. "Mandatory Conversion Event" has the meaning specified in Section VII(D)(i) hereof. "Mandatory Conversion Notice" has the meaning specified in Section VII(D)(i) hereof. "Mandatory Conversion Price" has the meaning specified in Section VII(D)(i) hereof. 8 "Original Issue Date" means the date upon which the Series E Preferred Stock was originally issued by the corporation. "Original Liquidation Preference" means $1,000 per share of Series E Preferred Stock. "Parity Securities" has the meaning specified in Section III(A)(ii) hereof. "Permitted Distribution" means (i) the payment or declaration of any dividend by the corporation or the making by the corporation of any other distribution or the consummation of an exchange offer, or any combination of the foregoing, which results in all or a portion of the Capital Stock of Rainbow Programming Holdings, Inc. or of another entity holding only assets that were held by Rainbow Programming Holdings, Inc. immediately prior to the acquisition thereof by such entity being held by all or any portion of the shareholders of the corporation; (ii) distributions on Parity Securities payable only in additional Parity Securities, Junior Securities or warrants, rights, calls or options exercisable for or convertible into Parity Securities or Junior Securities; (iii) distributions on Junior Securities payable only in additional Junior Securities or warrants, rights, calls or options exercisable for or convertible into Junior Securities; (iv) repurchases or cashing-out of any securities or awards issued or issuable pursuant to any employee benefit plans of the corporation or its subsidiaries; or (v) dividends or distributions on, or repurchases or redemptions of, the Series C Preferred Stock outstanding on the date of this Certificate of Designations (or on the Series D Preferred Stock issuable upon conversion of such Series C Preferred Stock). "Permitted Transferees" means (i) any Affiliate of a Holder or (ii) any other Person to which a Holder transfers shares of Series E Preferred Stock with the consent of the corporation, which consent shall not be unreasonably withheld, but, in the case of clause (ii), only to the extent of transfers necessary to enable the Holder to comply with the Bank Holding Company Act of 1956, as amended. "Person" means any individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. "Preferred Stock Purchase Agreement" means the Preferred Stock Purchase Agreement dated as of March 30, 1994, by and among the corporation and each of the purchasers referred to therein, relating to the sale and purchase of the Series E Preferred Stock. 9 "Public Offering" means the sale of shares of Exchange Shares to the public pursuant to a registration statement under the Securities Act of 1933, as amended. "Qualified Buyer" means an organization which has, or one or more of the controlling entities of which have: (i)(A) publicly traded equity securities, (B) at least $1 billion of net worth as of its most recently published financial statements, and (C) an A Rating; or (ii)(A) publicly traded equity securities, and (B) a total equity value of at least $10 billion based upon the market price of such equity securities. Whether an entity is a Qualified Buyer will be tested at the close of business on the Event Date. "Quarterly Dividend Period" means the quarterly period commencing on and including a Dividend Payment Date and ending on and including the day immediately preceding the next subsequent Dividend Payment Date. "Rate" means the maximum marginal federal income tax rate applicable to corporations under Section 11 of the Code in effect on the date of a Tax Adjustment payment. "Redemption Date" has the meaning specified in Section VI(B)(i)(e) hereof. "Redemption Notice" has the meaning specified in Section VI(B)(i) hereof. "Redemption Price" has the meaning specified in Section VI(A) (i) hereof. "Registered Shares" has the meaning specified in Section IV(B)(i) hereof. "Registration Rights Agreement" means the Registration Rights Agreement, dated as of March 30, 1994, by and among the corporation and each of the purchasers listed on Schedule 1 thereto. "Registration Statement" means a registration statement on an appropriate form under the Securities Act of 1933, as amended, relating to the offer and sale of the corporation's Class A Common Stock issuable on conversion of the Series E Preferred Stock, as filed by the corporation with the SEC. "Reinvestment Breakage" means, in the case of any redemption of shares of Series E Preferred Stock prior to the last day of any Quarterly Dividend Period, an amount equal to the difference, if any, between (i) LIBOR (as determined pursuant to Section IV(A) hereof) on the immediately preceding Dividend Determination Date and (ii) LIBOR (as it would be determined pursuant to Section IV(A) 10 hereof for the period beginning on the Redemption Date for deposits of U.S. dollars having a maturity of one month), times the aggregate Liquidation Preference of the shares of Series E Preferred Stock called for redemption, times a fraction, the numerator of which is the actual number of days that would have elapsed to the end of such Quarterly Dividend Period and the denominator of which is 360. "Reserve Share Number" initially shall be equal to 5,000,000 shares of Class A Common Stock and shall be reset (but not below 5,000,000 shares multiplied by a fraction, the numerator of which is the number of outstanding shares of Series E Preferred Stock on March 1 of the year in which the determination is being made and the denominator of which is 100,000) not later than March 31 of each year commencing March 31, 1995 to equal not less than the aggregate Liquidation Preferences of all outstanding shares of Series E Preferred Stock on March 1 of such year divided by the Current Market Value of the Class A Common Stock calculated through March 1 of such year. "Sale Window" as to a Holder means the period commencing on the 45th day following receipt of a Conversion Intention Notice and ending on the 105th day following receipt of such notice; PROVIDED that a Holder will have the right to extend a Sale Window to the 135th day following receipt of such Conversion Intention Notice if the Holder delivers to the corporation on or prior to the 90th day after the receipt of the Conversion Intention Notice a written notice extending such Sale Window, in which case the Sale Window shall expire on such 135th day. "SEC" means the Securities and Exchange Commission. "Senior Credit Agreement" means the Third Amended and Restated Credit Agreement, dated as of June 24, 1992, among the corporation, the Restricted Subsidiaries (as defined therein), the Banks parties thereto, and Toronto Dominion (Texas), Inc., as Agent, and Bank of Montreal, Chicago Branch, The Bank of New York, The Bank of Nova Scotia and The Canadian Imperial Bank of Commerce, as Co-Agents, as the same shall be further amended, supplemented or otherwise modified from time to time. "Senior Securities" has the meaning specified in Section III(B) hereof. "Series C Preferred Stock" means Series C Cumulative Preferred Stock of the corporation. "Series D Preferred Stock" means the Series D Cumulative Preferred Stock of the corporation. 11 "Series E Preferred Stock" means the Series E Redeemable Exchangeable Convertible Preferred Stock, par value $.01 per share, of the corporation authorized by this Certificate of Designations (as such Certificate of Designations may be amended from time to time). "Settlement Date" has the meaning specified in Section VII (B) (i) hereof. "Subsidiary" means, with respect to any Person, any corporation, association or other business entity of which more than fifty percent (50%) of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more of the other Subsidiaries of such Person or a combination thereof. "Tax Adjustment" means an amount equal to the after tax equivalent of one-half of the difference between the Actual Tax Payable and the Hypothetical Tax Payable. The after tax equivalent will be computed at the Rate. The Tax Adjustment will be payable if the amount of the DRD is reduced by future legislation to less than 70% or the DRD is unavailable to a Holder solely because the Dividends do not, in whole or in part, constitute "dividends" under Section 316 (a) of the Code because they exceed the corporation's current and accumulated earnings and profits. The Actual Tax Payable and Hypothetical Tax Payable, shall be computed assuming (i) such Holder had net income other than the Dividends, and had no losses, credits or deductions (other than the DRD relating to the Dividends) and (ii) the rate of federal tax is the Rate. "Tax Computation Date" means any date on which a Holder recognizes taxable income for federal income tax purposes in respect of (i) Dividends or (ii) capital gain on the redemption or sale of the Series E Preferred Stock or other stock of the corporation into which the Series E Preferred Stock has been converted or exchanged without recognition of gain for federal income tax purposes under Sections VII and IX hereof. "Trading Day" means a day on which the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the Borough of Manhattan, City and State of New York are not authorized or obligated by law or executive order to close. 12 "Trigger Date" means (i) in the case of a Dolan Sale Transaction, the date of the consummation of such sale which takes Dolan's ownership, directly or indirectly, below fifty percent (50%) of the voting power with respect to the corporation's voting stock (the "Actual Control Change Date"); and (ii) in the case of an Eventual Control Transaction: (A) if the acquiror is a Qualified Buyer, the Actual Control Change Date; and (B) if the acquiror is not a Qualified Buyer, the earlier of the date of (x) the execution and delivery of the definitive agreement relating to the Eventual Control Transaction, or (y) the making of the first regulatory filings or governmental notifications with regard to such transaction (the earlier of such dates being the "Event Date"), PROVIDED, HOWEVER, that if the definitive agreement with the acquiror relating to the Eventual Control Transaction requires the redemption of the Preferred Stock on or prior to the consummation of the Eventual Control Transaction, the Trigger Date shall not occur until the Actual Control Change Date. II. DESIGNATION. The series of preferred stock authorized hereunder shall be designated as the "Series E Redeemable Exchangeable Convertible Preferred Stock." The number of shares constituting such series shall be 100,000. The par value of the Series E Preferred Stock shall be $.01 per share and the initial liquidation preference of the Series E Preferred Stock shall be $1,000.00 per share. III. RANK. (A) The Series E Preferred Stock shall rank, with respect to dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the corporation: (i) senior to all classes or series of Common Stock of the corporation and any Capital Stock other than the Series C Preferred Stock, the Series D Preferred Stock and any series of Additional Preferred Stock unless by its express terms such series provides that it ranks junior in right of payment to the Series E Preferred Stock with respect to dividends or upon liquidation, dissolution, winding-up or otherwise (collectively referred to as "Junior Securities"); and (ii) on a parity with the Series C Preferred Stock, the Series D Preferred Stock and each class or series of Additional Preferred Stock which does not provide by its express terms that it ranks junior in right of payment to the Series E Preferred Stock with respect to dividends or 13 upon liquidation, dissolution, winding-up or otherwise (collectively referred to as "Parity Securities"). (B) The corporation shall not create, authorize or issue any class or series of Capital Stock which ranks senior to the Series E Preferred Stock as to dividends or upon liquidation, dissolution or winding-up (collectively referred to as "Senior Securities"), or reclassify any class or series of Capital Stock into Senior Securities, without the approvals required by Section X hereof. IV. DIVIDENDS. (A) (i) Beginning on the Original Issue Date, the Holders of outstanding shares of Series E Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends at the Applicable Rate. All dividends shall be cumulative and shall be payable quarterly in arrears on each Dividend Payment Date commencing on the first such date to occur after the Original Issue Date, in preference to dividends on the Junior Securities. (ii) Each dividend payment will include dividends accrued to but excluding the applicable Dividend Payment Date. Accrued dividends on any share of Series E Preferred Stock from the Original Issue Date or from the last date in respect of which dividends have been paid will be calculated by multiplying the Original Liquidation Preference by an accrued dividend factor computed by multiplying the Applicable Rate for the applicable Dividend Period by a fraction the numerator of which is the actual number of days elapsed in such Dividend Period and the denominator of which is 360. As used herein, the "Applicable Rate" with respect to any Dividend Period shall be equal to LIBOR plus the Applicable Spread. LIBOR will be determined by The Toronto-Dominion Bank, U.S.A. Division, acting as calculation agent (in such capacity, the "Calculation Agent") for each applicable Dividend Period in accordance with the following provisions: (a) For each applicable Dividend Period, LIBOR will be determined on the applicable Dividend Determination Date (as defined below) on the basis of the rate for deposits of U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, which appears on Telerate Page 3750 as of 11:00 A.M., London time, on such Dividend Determination Date. Telerate Page 3750 shall mean the page 3750 or its replacement as provided by the Telerate News Service. If no rate appears on Telerate Page 3750. LIBOR in respect of such Dividend Determination Date will be determined as described in (b) below. 14 (b) On any applicable Dividend Determination Date on which no rate for deposits of U.S. dollars having a maturity of three months appears on Telerate Page 3750 as specified in (a) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London interbank market. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean of the rates quoted by three major banks in New York City selected by the Calculation Agent at approximately 11:00 A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading European banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time; PROVIDED, HOWEVER, that if fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, LIBOR will be LIBOR in effect for the period prior to the one to which such Dividend Determination Date relates. For the purposes of the foregoing, the "Dividend Determination Date" for any Dividend Period shall mean the second London Business Day preceding the Dividend Payment Date commencing such Dividend Period or, in the case of the Initial Dividend Period, the second London Business Day preceding the Original Issue Date. All percentages resulting from any calculations on the Series E Preferred Stock will be rounded, if necessary, to the nearest one hundred- thousandth of a percentage point, with five one-millionths of a percentage point being rounded upward (E.G., 4.876545% (or .04876545) being rounded to 4.87655% (or .0487655)), and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upward). (B) (i) The amount of dividends accrued on the Series E Preferred Stock for any period less than a full Dividend Period (including the Initial Dividend Period) shall be equal to a pro rata portion of the total dividend payable for the Dividend 15 Period during which such period occurs, based on the actual number of days elapsed in such period for which payable and the total number of days in such Dividend Period. Dividends shall accrue on a daily basis commencing on the Original Issue Date. Subject to the following sentence, dividends accruing on the Series E Preferred Stock are payable in cash. Upon written notice given to the holders of the Series E Preferred Stock no less than five days prior to any Dividend Payment Date, the corporation may elect in respect of the cash dividend otherwise payable on such date that such dividend instead be paid in shares of Class A Common Stock, registered in the names of the Holders of record as their names shall appear in the stock ledger of the corporation on the Dividend Record Date, having an aggregate Current Market Value. as calculated for the relevant Dividend Payment Date, equal to 105% of the amount of the cash dividend otherwise then due and payable. Unless the corporation so elects, it shall not be required to make any dividend payment in Class A Common Stock. The corporation's ability to pay a dividend in shares of Class A Common Stock rather than cash is conditioned on such shares being registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective Registration Statement ("Registered Shares"). (ii) The corporation covenants that all shares of Common Stock issued as a dividend with respect to the Series E Preferred Stock will be Registered Shares and, upon issue, will be validly issued, fully paid, nonassessable, free of preemptive rights and free from all transfer taxes, liens, charges, security interests and other adverse claims. (C) Each dividend paid on the Series E Preferred Stock shall be payable to Holders of record as their names shall appear in the stock ledger of the corporation on the Dividend Record Date for such dividends, except that dividends in arrears for any past Dividend Payment Date may be declared and paid at any time without reference to such regular Dividend Payment Date to Holders of record on such date not more than sixty (60) days or less than ten (10) days prior to the date of payment as shall be determined by the Board of Directors. (D) TAX GROSS-UP PAYMENTS. The corporation will, out of funds legally available therefor, promptly following the Tax Computation Date, pay to each Holder as an additional Dividend on the Series E Preferred Stock an amount equal to the Tax Adjustment. (E) All dividends paid with respect to shares of the Series E Preferred Stock shall be paid pro rata to the Holders entitled thereto based upon the number of shares of Series E Preferred Stock held by each such Holder. Dividends shall cease to accrue in respect of any particular shares of Series E Preferred Stock on the earlier of the day prior to the Conversion Date, Exchange Date, Auction Date or Redemption Date with respect thereto. 16 not be called by the proper officer of the corporation within twenty (20) days after personal service of said written request upon the Secretary of the corporation, or within twenty (20) days after mailing the same within the United States by certified mail, addressed to the Secretary of the corporation at its principal executive offices, then the holders of record of at least twenty percent (20%) of the outstanding shares of Series F Preferred Stock or of such other class may designate in writing one of their number to call such meeting at the expense of the corporation, and such meeting may be called by the Person so designated upon the notice required for the annual meetings of stockholders of the corporation and shall be held at the place for holding the annual meetings of stockholders. Any holder of Series F Preferred Stock or Parity Stock so designated shall have access to the lists of stockholders to be called pursuant to the provisions hereof. (E) At any meeting held for the purpose of electing directors at which the Holders of Series F Preferred Stock and holders of any other class of Parity Stock shall have the right, voting together as a class, to elect directors as aforesaid, the presence in person or by proxy of the holders of at least a majority of the outstanding Series F Preferred Stock or such other class shall be required to constitute a quorum of such Series F Preferred Stock. (F) Any vacancy occurring in the office of a director elected by the Holders of Series F Preferred Stock and holders of any other class of Parity Stock may be filled by the remaining directors elected by such Holders unless and until such vacancy shall be filled by the holders of Series F Preferred Stock and such other class. (G) In addition to the foregoing, in the event of a Dividend Default, holders of Series F Preferred Stock, except as otherwise required under Delaware law, shall be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the corporation, voting together will all such stockholders as a single class; PROVIDED that this voting right shall not apply to any matter to be voted on by any other class of Capital Stock (including the Class A Common Stock and the Class B Common Stock) as a separate class. The right of the Holders of Series F Preferred Stock to vote as aforesaid shall continue until such time as all accumulated dividends that are in arrears on the Series F Preferred Stock are paid in full, at which time such voting right shall terminate. Notwithstanding the foregoing, the shares of Series F Preferred Stock voted by any BHC Act Holder on such matters may not constitute more than 4.99% of the total number of shares of the designated class entitled to vote as described above. 17 V. PAYMENT ON LIQUIDATION. (A) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the corporation, the Holders of Series E Preferred Stock will be entitled to receive out of the assets of the corpora- tion available for distribution to the holders of its Capital Stock, whether such assets are capital, surplus or earnings, an amount in cash equal to the Liquidation Preference, before any payment shall be made or any assets distri- buted to the holders of any of the Junior Securities. Holders of Series E Preferred Stock shall not be entitled to any other distribution in the event of voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the corporation. If upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the corporation, the assets of the corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series E Preferred Stock and all Parity Securities, then the holders of all such shares shall share equally and ratably in any distribution of assets in proportion to the full Liquidation Preferences, determined as of the date of such voluntary or involuntary liquid- ation, dissolution or winding-up, to which they are entitled. (B) For the purposes of this Section V only, neither the sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the corporation nor the consolidation or merger of the corporation with or into one or more corporations shall be deemed to be a liquidation, dissolution or winding-up of the affairs of the corporation. VI. REDEMPTION. (A) OPTIONAL REDEMPTION. (i) The corporation may, at its option, at any time (but subject to the proviso to Section VI(B) (v)) redeem, from any source of funds legally available therefor, in whole or in part, in the manner provided in Section VI(B) hereof, any or all of the shares of Series E Preferred Stock, at a redemption price, payable in cash, equal to one hundred percent (100%) of the Liquidation Preference calculated as of the Redemption Date, plus, in the event the Redemption Date is not April 1, July 1, October 1 or January 1 of any year, the Reinvestment Breakage (the "Redemption Price"). (ii) In the event of a redemption pursuant to Section VI(A) (i) hereof of only a portion of the then outstanding shares of Series E Preferred Stock, the corporation shall effect such redemption pro rata according to the number of shares held by each Holder of such Series E Preferred Stock. (B) PROCEDURE FOR REDEMPTION. (i) Subject to clause (v) of this Section VI(B), not more than sixty (60) and not less 18 than thirty (30) days (or, in the event the corporation exercises its rights pursuant to Section VI(A) hereof subsequent to the receipt by it of a Conversion Notice, not less than ten (10) days) prior to the date fixed for any redemption of the Series E Preferred Stock, written notice (the "Redemption Notice") shall be given by first class mail, postage prepaid, to each Holder of record on the record date fixed for such redemption of the Series E Preferred Stock at such Holder's address as the same appears on the stock ledger of the corporation, PROVIDED, HOWEVER, that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of Series E Preferred Stock to be redeemed except as to the Holder or Holders to whom the corporation has failed to give said notice or except as to the Holder or Holders whose notice was defective. The Redemption Notice shall state: (a) the redemption is pursuant to VI(A) hereof; (b) the Redemption Price; (c) whether all or less than all the outstanding shares of the Series E Preferred Stock redeemable thereunder are to be redeemed and the total number of shares of such Series E Preferred Stock being redeemed; (d) the number of shares of Series E Preferred Stock held by the Holder that the corporation intends to redeem; (e) the date fixed for redemption (the "Redemption Date"); (f) that the Holder is to surrender to the corporation, at the place or places where certificates for shares of Series E Preferred Stock are to be surrendered for redemption, its certificates or certificates representing the shares of Series E Preferred Stock to be redeemed; (g) that dividends on the shares of the Series E Preferred Stock to be redeemed shall cease to accrue on such Redemption Date unless the corporation defaults in the payment of the Redemption Price; and (h) that the right of Holders to convert shares of Series E Preferred Stock has terminated upon the giving of such Redemption Notice unless (and then for so long as) the corporation defaults in the payment of the Redemption Price. (ii) On or before the Redemption Date, each Holder of Series E Preferred Stock shall surrender the certificate or certificates representing such shares of Series E Preferred Stock to the corporation, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full Redemption Price for such shares shall be payable in cash to the Person whose name appears on such certificate or certificates as 19 the owner thereof, and each surrendered certificate shall be canceled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. (iii) If a Redemption Notice shall have been duly given, and if, on or before the Redemption Date specified therein, all funds necessary for such redemption shall have been set aside by the corporation, separate and apart from its other funds, in trust for the pro rata benefit of the Holders of the Series E Preferred Stock called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, all shares so called for redemption shall no longer be deemed outstanding, and all rights with respect to such shares shall forthwith on such Redemption Date cease and terminate, except only the right of the Holders thereof to receive the amount payable on redemption thereof, without interest. (iv) If a Redemption Notice shall have been duly given or if the corporation shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, and if on or before the Redemption Date specified therein the funds necessary for such redemption shall have been deposited by the corporation with such bank or trust company in trust for the pro rata benefit of the Holders of the Series E Preferred Stock called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit, all shares so called for redemption shall not longer be deemed to be outstanding and all rights with respect of such shares shall forthwith cease and terminate, except only the right of the Holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America or of the State of New York, shall be doing business in the Borough of Manhattan, The City of New York, shall have capital, surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, and shall be identified in the Redemption Notice. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds as set aside or deposited, as the case may be, and unclaimed at the end of three years from such Redemption Date shall, to the extent permitted by law, be released or repaid to the corporation, after which repayment the Holders of the shares so called for redemption shall look only to the corporation for payment thereof. (v) Notwithstanding any other provision herein, upon the giving of a Redemption Notice all rights of the Holders to convert their Series E Preferred Stock under Section VII(A), 20 VII(C) (i) or VII(F), or to exchange their shares of Series E Preferred Stock under Section IX, shall terminate and be void unless (and then for so long as) the corporation shall default in payment of the Redemption Price, PROVIDED that such Redemption Notice shall not be effective as to any Holder if given after (a) 11:00 a.m. on the Auction Date, (b) the effective date of any exchange under Section IX, or (c) if the Holder has entered into a binding contract of sale and has complied with the forty-five day notification provision set forth in Section 4.1 of the Registration Rights Agreement, the date of receipt by the corporation of a Conversion Notice under Section VII(B), in each case as to the shares to be converted or exchanged. VII. CONVERSION RIGHTS. (A) OPTIONAL CONVERSION RIGHTS. During the Convertibility Period, holders of shares of Series E Preferred Stock may convert any or all such shares into shares of Class A Common Stock. The number of shares of Class A Common Stock to be issued upon conversion on any date (each, a "Conversion Date") shall be calculated by dividing the Liquidation Preference of the Series E Preferred Stock to be converted (calculated as of the relevant Conversion Date) by 95% of the Current Market Value of the Class A Common Stock. Fractional shares otherwise issuable upon conversion may, at the option of the corporation, be paid in cash at the applicable fraction of the aggregate value of the Class A Common Stock to be issued upon conversion, or paid in a full share of Class A Common Stock. The conversion shall take place at the principal office of the corporation and at such other offices, if any, as the corporation may designate. Notwithstanding the foregoing, no BHC Act Holder may convert shares of Series E Preferred Stock into Class A Common Stock if, as a result of such conversion, such Holder would own or control shares of Class A Common Stock (other than shares subject to a binding contract of sale that will settle within five Business Days) which would constitute more than 4.99% of the total voting power of all shares of Common Stock entitled to vote as a single class on matters presented to stockholders for a vote. (B) PROCEDURE FOR OPTIONAL CONVERSION. To convert pursuant to Section VII(A) or Section VII(C) (i) hereof, a Holder shall at any time and from time to time deliver a written notice to the corporation not less than two Business Days prior to the proposed Conversion Date (the "Conversion Notice") and shall: (i) surrender on or prior to the fifth Business Day following the Conversion Date (the "Settlement Date") the certificate or certificates evidencing the shares of Series E Preferred Stock to be converted, duly endorsed, at the principal office of the corporation or at the office 21 designated for such purpose pursuant to Section VII(A) hereof. (ii) state in writing the name or names in which the Holder wishes to be issued the certificate or certificates for shares of Class A Common Stock and the certificate or certificates for shares of Series E Preferred Stock evidenced by the surrendered certificate or certificates not so converted; and (iii) pay any transfer or other tax payable upon the issuance of the Class A Common Stock in the name or names specified pursuant to clause (ii) above (if other than the Holder) if required. Other than the taxes described in the foregoing sentence, the corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Class A Common Stock upon conversion of the Series E Preferred Stock pursuant hereto. Subject to the satisfaction by the Holder of the foregoing requirements, not later than the Settlement Date the corporation shall deliver (i) a certificate for the number of registered, validly issued, fully paid and non-assessable shares of Class A Common Stock issuable upon the conversion and cash for any fractional share paid in cash and (ii) if less than the full number of shares of Series E Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates of like tenor for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. The Person in whose name the certificate for Class A Common Stock is registered shall be treated for all purposes as having become the holder of record of such shares of Class A Common Stock on the Conversion Date. (C) SPECIAL CONVERSION RIGHTS. Upon the occurrence of a Trigger Date with respect to a Change of Control, the Holders may, at their option: (i) exercise their conversion rights pursuant to Section VII(A), regardless of whether a Convertibility Period is then in effect, (ii) require a conversion as provided in Section VII(F) hereof, regardless of whether a Convertibility Period is then in effect, in which event within 15 days of such Trigger Date such Holder shall provide to the corporation written notice of its election to proceed with an auction conversion as provided in Section VII(F) (the "Auction Election Notice") (which Auction Election Notice shall establish an auction date in accordance with Section VII(F) (the "Auction Date") which shall be not less than five days following the Trigger Date, if a Registration Statement shall then be effective as to the shares of Class A Common 22 Stock to be acquired upon such conversion, or the first date on which such a Registration Statement shall become effective, if such a Registration Statement shall not then the effective), or (iii) refrain from exercising rights under clause (i) or (ii) above. (D) MANDATORY CONVERSION UPON THE OCCURRENCE OF CERTAIN EVENTS. (i) In the event (the "Mandatory Conversion Event") that on any Trading Day the Closing Price per share of the Class A Common Stock is less than $40.00 (subject to adjustment as provided in Section VII(D)(ii) hereof) (the "Mandatory Conversion Price"), the corporation shall have the right to require conversion of the Series E Preferred Stock ( a "Mandatory Conversion") pursuant to Section VII(F) hereof by delivery within 15 days after such Mandatory Conversion Event of written notice of such Mandatory Conversion (the "Mandatory Conversion Notice") by first class mail, postage prepaid, to each Holder of record on the date of the Mandatory Conversion Event. The Mandatory Conversion Notice shall establish a conversion date (the "Auction Date") which shall be not more than 75 nor less than 60 days following the date of the Mandatory Conversion Event. The Mandatory Conversion shall occur on the Auction Date as provided in Section VII(F). (ii) (a) The Mandatory Conversion Price shall be adjusted from time to time in case the corporation shall (x) pay a dividend or make a distribution to all holders of its Class A Common Stock in shares of its Class A Common Stock, (y) subdivide its outstanding shares of Class A Common Stock into a larger number of shares of Class A Common Stock, or (z) combine its outstanding shares of Class A Common Stock into a smaller number of shares of Class A Common Stock. The Mandatory Conversion Price to be in effect immediately after such event shall be determined by multiplying the Mandatory Conversion Price in effect immediately prior to such event by a fraction, the numerator of which shall be the number of shares of Class A Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Class A Common Stock outstanding immediately after and as a result of such event. In addition, if the shares of Class A Common Stock shall be reclassified into a different number of shares of Class A Common Stock, including if there shall be a merger of the corporation with any other corporation in which the shares of Class A Common Stock are changed into a different number of shares of Class A Common Stock, the Mandatory Conversion Price to be in effect immediately after such event shall be determined by multiplying the Mandatory Conversion Price in effect immediately prior to such event by a fraction, the numerator of which shall be the number of shares of Class A Common Stock outstanding immediately prior to such event and the denominator of which 23 shall be the number of shares of Class A Common Stock into which the Class A Common Stock outstanding immediately prior to such event were reclassified. An adjustment made pursuant to this Section VII(D)(ii) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or merger. (b) Whenever the Mandatory Conversion Price is adjusted as aforesaid, the corporation shall prepare a certificate signed by any officer of the corporation setting forth the adjusted Mandatory Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be mailed to each holder of shares of Series E Preferred Stock at its then registered address by first-class mail, postage prepaid. Anything herein to the contrary notwithstanding, no adjustment in the Mandatory Conversion Price shall be required unless such adjustment, either by itself or with other adjustments not previously made, would require a change of at least one percent in such price; PROVIDED, HOWEVER, that any adjustment which by reason of this sentence is not required to be made shall be carried forward and taken into account in any subsequent adjustment. (E) EFFECT ON CONVERSION OF A MERGER, CONSOLIDATION OR SALE OF ASSETS. If the corporation consolidates or merges with or into, or sells, leases or otherwise transfers all or substantially all of the assets of the corporation to, any Person, upon consummation of such transaction each share of Series E Preferred Stock shall automatically become solely convertible into the shares of stock or other securities or property to which a holder of shares of Class A Common Stock would have been entitled upon such consolidation, merger, sale, lease or other transfer, assuming such holder of Class A Common Stock (i) is not a Person with which the corporation consolidated or into which the corporation merged or which merged into the corporation or to which such sale, lease or transfer was made, as the case may be ("constituent Person"), or an Affiliate of a constituent Person and (ii) failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale, lease or transfer (PROVIDED that, if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Class A Common Stock of the Company held immediately prior to such consolidation, merger, sale, lease or transfer by Persons other than a constituent Person (or Affiliate thereof) and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section VII(E) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale, lease or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In any such case, appropriate 24 adjustments, as determined in good faith by the Board of Directors (which determination shall be evidenced by a written resolution filed with the minutes of meetings of the Board of Directors), shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holders of the Series E Preferred Stock (including Section VII(D)), to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock, securities or other property thereafter deliverable upon the conversion of shares of Series E Preferred Stock. (F) PROCEDURE FOR AUCTION CONVERSIONS. (i) (a) On the fifth Business Day after the Auction Date (the "Auction Settlement Date") upon the receipt by the Conversion Agent (as defined below) of a Confirmation as provided in clause (b) below, the shares of Series E Preferred Stock to be converted shall, unless redeemed, called for redemption or redemption funds have been deposited under Section VI(B)(iv), subject, however, to the proviso to Section VI(B)(v), on such Auction Date, be automatically converted into the number of shares (calculated as to each conversion to the nearest 1/100th of a share) of Class A Common Stock (which shares of Common Stock shall consist of authorized but theretofore unissued shares) determined as provided in clause (b) below. The shares of Class A Common Stock issuable on such Auction Settlement Date upon conversion of such Series E Preferred Stock will be delivered to the bank or trust company appointed from time to time by the corporation as the conversion agent for Series E Preferred Stock (the "Conversion Agent") for the account of the Holders. By their acceptance of shares of the Series E Preferred Stock, each Holder shall be deemed (x) to have accepted the appointment of the Conversion Agent to act in such capacity on behalf of such Holder and (y) to have appointed the Conversion Agent as its attorney-in-fact for purposes of making any endorsements on certificates for shares of Class A Common Stock received by such Holder upon conversion of the Series E Preferred Stock to the extent any such endorsement is necessary or appropriate for purposes of effecting the sale of such shares of Class A Common Stock to a Broker, as described below. (b) The corporation will enter into an agreement with the Conversion Agent (the "Conversion Agency Agreement") pursuant to which the Conversion Agent will solicit bids by nationally recognized broker/dealers registered with the SEC under the Exchange Act (each, a "Broker"), for the minimum number of whole shares of Class A Common Stock that such Broker would be willing to accept on the Auction Settlement Date in exchange for a cash purchase price payable by such Broker in New York Clearing House (next day) funds equal to the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be converted on such Auction Date. The Conversion Agent, in accordance with the Conversion Agency Agreement, shall accept the bid from the Broker 25 which the corporation so directs it to accept. If, in accordance with the Conversion Agency Agreement, the Conversion Agent accepts a bid by a Broker to purchase all the shares of Class A Common Stock receivable by Holders on the Auction Settlement Date, the Conversion Agent will on behalf of the Holders obtain prompt confirmation (a "Confirmation") of such bid (which Confirmation may be in the form of a customary underwriting or purchase agreement) and the corporation will on such Auction Settlement Date deliver to the Conversion Agent for sale to the Broker submitting the bid accepted by the Conversion Agent the number of shares of Class A Common Stock specified in the Confirmation of such Broker. The proceeds of such sale shall be paid to the Conversion Agent for the account of the Holders. No fractional shares of Class A Common Stock will be issued on conversion. (c) If, in accordance with the Conversion Agency Agreement, the Conversion Agent does not accept a bid from a Broker because there is no bid made by a Broker or, for any reason, the selected Broker does not consummate the transaction contemplated by the Confirmation, then on such Auction Settlement Date, all of the shares of Series E Preferred Stock which would have been converted will remain outstanding. (d) In the event a transaction contemplated in the Confirmation is completed, a Holder shall receive payment from the Conversion Agent in respect of such Holder's shares on or following the Auction Settlement Date upon the surrender by such Holder of the certificate or certificates representing shares of Series E Preferred Stock duly endorsed if required by the corporation, at the office of the Conversion Agent. (ii) Each conversion of Series E Preferred Stock shall be deemed to have been made as of the close of business on the Auction Settlement Date, so that the rights of the Holder shall cease at such time and the person or persons entitled to receive the shares of Class A Common Stock upon conversion of such Series E Preferred Stock shall be treated for all purposes as having become the record holder or holders of the Class A Common Stock at such time; PROVIDED that, in the case of a failure to consummate a transaction by a Broker on an Auction Settlement Date the Series E Preferred Stock to be converted will, as provided in Section VII(F)(i)(c), remain outstanding. Subject to Section VII(F)(i)(c), from and after the Auction Settlement Date, dividends on the shares of Series E Preferred Stock converted into shares of Common Stock on such Auction Date shall cease to accrue, and said Series E Preferred Stock shall no longer be deemed to be outstanding. (G) ABEYANCE OF CONVERSION RIGHTS. Notwithstanding the foregoing provisions of this Section VII, during the period from April 1, 1995 to March 31, 1997, and subject to the satisfaction by the corporation of the Abeyance Test (as defined below), the corporation shall have the right, at its option, to 26 suspend the coversion rights granted to Holders pursuant to this Section VII for a period of three months beginning on such Abeyance Test Date. The corporation shall provide the Holders with immediate notification if the corporation does not meet the Abeyance Test on any Abeyance Test Date. For purposes of this Section VII(G), the "Abeyance Test" is as follows: beginning on April 1, 1995, and thereafter on a quarterly basis on each June 30, September 30, December 31, and March 31 (each, an "Abeyance Test Date") there shall not have occurred and be continuing on the relevant Abeyance Test Date an Event of Default (as defined in the Senior Credit Agreement). If the corporation satisfies the Abeyance Test on any Abeyance Test Date, it shall give reasonably prompt notice to the Holders of that fact and shall include a certification of a senior financial officer of the corporation that the Abeyance Test has been satisfied as of the relevant Abeyance Test Date. The abeyance of conversion rights described above shall automatically be void upon the occurance of any of the following events: (i) the corporation shall fail to pay dividends on the Series E Preferred Stock on any Dividend Payament Date; (ii) the ratio of the corporation's Indebtedness plus the aggregate Liquidation Preference of the outstanding Series E Preferred Stock to Annualized Operating Cash Flow shall at any time be greater than 9:1; or (iii) any shares of the Series E Preferred Stock shall remain outstanding on April 1, 1997. If the event described in clause (ii) above shall occur, the corporation shall give written notice thereof to the Holders no later than two Business Days after the corporation shall become aware of such event, PROVIDED that the failure to give such notice shall not affect the voiding of the abeyance. (H) RESERVE FOR CONVERSION. The corporation convenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Class A Common Stock, solely for the purpose of enabling it to satisfy any obligation to issue Class A Common Stock upon conversion of the shares of Series E Preferred Stock, not less than a number of shares of Class A Common Stock for each share of Series E Preferred Stock then outstanding equal to the Reserve Share Number. The corporation convenants that all shares of Class A Common Stock that may be issued upon the conversion of the Series E Preferred Stock will be validly issued, fully paid, non-assessable, free of preemptive rights and free from all transfer taxes (if the shares issued are registered in the name of the 27 record owner of the Series E Preferred Stock being converted), liens, charges, security interest and other adverse claims. VIII. CERTAIN CONVENANTS. The corporation convenants that the ratio of the corporation's Indebtedness plus the aggregate Liquidation Preference of the Series E Preferred Stock outstanding to Annualized Operating Cash Flow shall not at any time be greater than 9.00:1.00. IX. EXCHANGE. (A) REQUIREMENTS. Upon five (5) days' written notice to the corporation given by the Holders of not less than $50,000,000 of the aggregate Liquidation Preference of the Series E Preferred Stock then outstanding, at any time and from time to time on or after the Original Issue Date, each share of the Series E Preferred Stock of such Holders may be exchanged, in whole or in part, for shares of Series F Redeemable Series E Preferred Stock of the corporation having an aggregate liquidation preference equal to the Liquidation Preference (the "Exchange Shares"). (B)PROCEDURE FOR EXCHANGE. To exchange, a Holder shall, at any time upon five (5) days' written notice to the corporation (the "Exchange Notice"): (i) surrender the certificate or certificates evidencing the shares of Series E Preferred Stock to be exchanged, duly endorsed, at the principal office of the corporation; and (ii) state in writing the name or names in which it wishes the certificate or certificates for Exchange Shares to be issued. Subject to the satisfaction by the Holder of the foregoing requirements, not more than five (5) days after delivery to the corporation of the Exchange Notice (the "Exchange Date"), the corporation shall deliver to each Holder a certificate or certificates for the number of validly issued, fully paid and non-assessable Exchange Shares issuable upon exchange, together will all accrued and unpaid dividends to, but excluding, the Exchange Date on the Series E Preferred Stock being exchanged. The Person in whose name the certificate or certificates for Exchange Shares are registered shall be treated for all purposes as having become the holder of record of such Exchange Shares on the Exchange Date. The Holder shall be required to pay any tax which may be payable in respect of any transfer involved in the 28 issuance and delivery of Exchange Shares in a name other than that in which the Series E Preferred Stock so exchanged was registered, and no such issuance or delivery shall be made unless and until the Holder requesting such issuance has paid to the corporation the amount of any such tax or has established to the satisfaction of the corporation that such tax has been paid. (C) MANDATORY EXCHANGE. (i) If the Holders of not less than fifty-one percent (51%) of the outstanding shares of Series E Preferred Stock provide the corporation with notice that they intend to sell to a Broker selected by such Holders not less than $50,000,000 aggregate liquidation preference of the Exchange Shares issuable upon an exchange pursuant to Section IX hereof, which Broker is to resell the Exchange Shares in a Public Offering, then the Holders providing such notice may require all Holders to exchange their shares of Series E Preferred Stock for Exchange Shares and to sell such shares in the Public Offering. Upon the Exchange Date for such shares of Series E Preferred Stock, each share of Series E Preferred Stock shall be deemed no longer to be outstanding and shall be deemed to have been exchanged for an Exchange Share or Exchange Shares, as the case may be. (ii) Each Holder by its acceptance of shares of Series E Preferred Stock expressly agrees that the corporation's sole obligation under this Section IX(C) shall be to issue Exchange Shares upon exchange of shares of Series E Preferred Stock in accordance with Sections IX(A) and (B). (D) PARTICIPATION RIGHTS. (i) If the corporation at any time after the date hereof issues shares of non-convertible, non-exchangeable preferred stock ("Alternative Exchange Shares") of the corporation, each Holder may, at its option, exchange all of such shares of Series E Preferred Stock for Additional Preferred Stock as provided in this Section IX(D). (ii) The corporation will notify each Holder (the "Issuance Notice") within two Business Days following the issuance of Alternate Exchange Shares. (iii) A Holder of Series E Preferred Stock may elect to exchange all of its shares of Series E Preferred Stock for shares of Additional Preferred Stock having terms identical to the Alternate Exchange Shares (other than the issuance date, the accrual date for dividends and other similar matters) and with an aggregate liquidation preference equal to the aggregate Liquidation Preference of such Holder's Series E Preferred Stock. Such election must be made by written notice to the corporation within 30 days of delivery to such holder of the Issuance Notice. The exchange shall occur on the fifth Business Day following delivery of such Holder's election. Dividends on the Series E Preferred Stock of such Holder will cease to accrue on the Series E Preferred Stock of such Holder on the day prior to the exchange 29 and dividends on the shares issued in exchange therefor shall begin to accrue on the date of the exchange. (iv) If a Holder of Series E Preferred Stock does not make the election under Section IX(D) (iii), such Holder may elect to exchange all of its shares of Series E Preferred Stock for shares of Additional Preferred Stock (the "New Shares") having terms identical to the Alternate Exchange Shares (other than the issuance date, the accrual date for dividends and other similar matters) except that the dividend rate on the New Shares shall be equal to the lesser of (x) the dividend rate on the Alternate Exchange Shares and (y) the rate that is equal to the New Share Rate (as defined below) calculated on the date of issuance of the New Shares, unless the dividend rate on the Alternate Exchange Shares is expressed as a floating rate formula calculated from time to time on the basis of an available rate (such as LIBOR) in which case the dividend rate on the New Shares shall be the a formula rate identical to the formula in the Alternate Exchange Shares. The term "New Share Rate" shall mean the sum of (xx) the interest rate applicable to the United States Treasury securities having a maturity closest to the mandatory redemption date of the New Shares, if any, or if there is no mandatory redemption date, the interest rate on the thirty year Treasury Bond plus (yy) an amount equal to the difference between (aa) the interest rate applicable to United States Treasury securities having a maturity closest to the mandatory redemption date of the Alternate Exchange Shares, if any, or if there is no mandatory redemption date, the interest rate on the thirty year Treasury Bond on the date of issuance of the Alternate Exchange Shares, and (bb) the dividend rate on the Alternate Exchange Shares. An election under this Section IX(D) (iv) must be made by written notice to the corporation no earlier than 31 days or later than 90 days following delivery to such Holder of the Issuance Notice. The aggregate liquidation preference of the New Shares issued under this Section IX(D) (iii) shall be equal to the aggregate Liquidation Preference of the Holder's Series E Preferred Stock being exchanged. The exchange shall occur on the fifth Business Day following delivery of such Holder's election. Dividends on the Series E Preferred Stock of such Holder will cease to accrue on the Series E Preferred Stock of such Holder on the day prior to the exchange and dividends on the New Shares shall begin to accrue on the date of the exchange. X. VOTING RIGHTS (A) The holders of Series E Preferred Stock, except as otherwise required under Delaware law as set forth in paragraphs (B), (C) and (D) below, shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the corporation. (B) Without the approval of Holders of at least 60% of the shares of Series E Preferred Stock then outstanding, voting 30 or consenting, as the case may be, as one class, given in person, by written consent or by proxy, either in writing or by resolution adopted at an annual or special meeting called for the purpose, the corporation will not: (i) create, authorize or issue any Senior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into, or any obligations evidencing the right to purchase or acquire any Senior Securities, including in connection with a merger, consolidation or other reorganization; (ii) reclassify any Junior Securities, Parity Securities or other outstanding Capital Stock of the corporation into any Senior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into, or any obligations evidencing the right to purchase or acquire any Senior Securities; (iii) amend, modify or repeal the Certificate of Incorporation (including this Certificate of Designations), By-Laws of the corporation, or any other specified designations, rights, preferences or powers of the Series E Preferred Stock in a manner adverse to Holders of Series E Preferred Stock; PROVIDED, HOWEVER, that the amendment of the provisions of the Certificate of Incorporation so as to authorize or create, or to increase the authorized amount of, any Junior Stock or any Parity Stock shall not be deemed to affect adversely the Holders of Series E Preferred Stock; (iv) increase the number of shares of Series E Preferred Stock authorized for issuance; or (v) merge or consolidate the corporation with or into any other corporation, unless the resulting corporation will thereafter have no Senior Securities, and each Holder of Series E Preferred Stock immediately preceding such merger or consolidation shall receive the same number of shares, with the same rights and preferences, of the resulting corporation; PROVIDED, HOWEVER, that no such consent of the Holders of Series E Preferred Stock shall be required if, at or prior to the time when such creation, authorization, issuance, amendment, or repeal is to take effect, provision is made for the redemption of all shares of Series E Preferred Stock at the time outstanding. (C) In the event that the corporation shall, for four consecutive Quarterly Dividend Periods, (i) fail to declare or pay dividends on the Series E Preferred Stock as set forth in Section IV(A) hereof (a "Dividend Default") or (ii) breach or violate the covenant contained in Section VIII hereof (a "Covenant Default"), then the number of directors constituting the Board of Directors shall be increased to permit the Holders 31 of the Series E Preferred Stock to elect one member of the Board of Directors of the corporation. Holders of a majority of the issued and outstanding shares of Series E Preferred Stock, voting together with the holders of any Parity Stock then entitled to elect directors, shall thereupon have the exclusive right to elect one member of the Board of Directors at any annual or special meeting of stockholders or at a special meeting of the holders of Series E Preferred Stock and such Parity Stock called as hereinafter provided. (D) The right of the Holders of Series E Preferred Stock to vote pursuant to Section X(C) to elect one member of the Board of Directors as aforesaid shall continue until such time as all accumulated dividends that are in arrears on the Series E Preferred Stock are paid in full, in the event of a Dividend Default, or such time as any breach or violation is cured, in the event of a Covenant Default, at which time the special right of the Holders of Series E Preferred Stock to vote for the election of a director and the term of office of the director elected by the Holders of the Series E Preferred Stock shall terminate and the number of directors constituting the Board of Directors shall be reduced accordingly. At any time after voting power to elect a director shall have become vested and be continuing in the Holders of Series E Preferred Stock pursuant to Sections X(C) and (D), or if vacancies shall exist in the office of a director elected by the Holders of Series E Preferred Stock, a proper officer of the corporation may, and upon the written request of the holders of record of at least twenty percent (20%) of the shares of Series E Preferred Stock or the holders of such Parity Stock then outstanding addressed to the Secretary of the corporation shall, call a special meeting of the Holders of Series E Preferred Stock and holders of Parity Stock, for the purpose of electing the one director to be elected by them as herein provided. Any such meeting shall be held at the earliest practicable date at the place for the holding of the annual meetings of stockholders. If such meeting shall not be called by the proper officer of the corporation within twenty (20) days after personal service of said written request upon the Secretary of the corporation, or within twenty (20) days after mailing the same within the United States by certified mail, adddressed to the Secretary of the corporation at its principal executive offices, then the holders of record of at least twenty percent (20%) of the outstanding shares of Series E Preferred Stock or of such Parity Stock my designate in writing one of their number to call such meeting at the expense of the corporation, and such meeting may be called by the Person so designated upon the notice required for the annual meetings of stockholders of the corporation and shall be held at the place for holding the annual meetings of stockholders. Any holder of Series E Preferred Stock or Parity Stock so designated shall have access to the lists of stockholders to be called pursuant to the provisions hereof. (E) At any meeting held for the purpose of electing directors at which the Holders of Series E Preferred Stock and 32 holders of Parity Stock shall have the right to elect a director as aforesaid, the presence in person or by proxy of the holders of at least a majority of the outstanding Series E Preferred Stock or such Parity Stock shall be required to constitute a quorum. (F) Any vacancy occurring in the office of a director elected by the Holders of Series E Preferred Stock and holders of any Parity Stock may be filled by the remaining directors elected by such Holders unless and until such vacancy shall be filled by the holders of Series E Preferred Stock and such other class. (G) In addition to the foregoing, in the event of a Dividend Default or a Covenant Default, holders of Series E Preferred Stock, except as otherwise required under Delaware law, shall be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the corporation, voting together with all such stockholders as a single class; PROVIDED that this voting right shall not apply to any matter to be voted on by any other class of Capital Stock (including the Class A Common Stock and the Class B Common Stock) as a separate class. The right of the Holders of Series E Preferred Stock to vote as aforesaid shall continue until such time as all accumulated dividends that are in arrears on the Series E Preferred Stock are paid in full, in the event of a Dividend Default, or such time as any breach or violation is cured, in the event of a Covenant Default, at which time such voting right shall terminate. Notwithstanding the foregoing, the shares of Series E Preferred Stock voted by any BHC Act Holder on such matters may not constitute more than 4.99% of the total number of shares of the designated class entitled to vote as described above. (H) In any case in which the Holders of Series E Preferred Stock shall be entitled to vote pursuant to this Section X or pursuant to Delaware law, each Holder of Series E Preferred Stock shall be entitled to twenty (20) votes for each share of Series E Preferred Stock held (subject to the limitations on BHC Act Holders described above). XI. RESTRICTIONS ON TRANSFER. Each Holder agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Series E Preferred Stock, or solicit any offers to purchase or otherwise acquire or take a pledge of any shares of the Series E Preferred Stock (or any shares of Class A Common Stock issued upon conversion thereof) except to Permitted Transferees. 33 XII. MUTILATED OR MISSING SERIES E PREFERRED STOCK CERTIFICATES. If any of the Series E Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series E Preferred Stock certificate, or in lieu of the substitution for the Series E Preferred Stock certificate lost, stolen or destroyed, a new Series E Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series E Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series E Preferred Stock certificate and indemnity, if requested. XIII. REISSUANCE OF SERIES E PREFERRED STOCK. Shares of Series E Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed or exchanged, shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued shares of preferred stock undesignated as to series and may be redesignated and reissued as part of any series of Additional Preferred Stock other than the Series E Preferred Stock. XIV. BUSINESS DAY. If any payment, redemption or exchange shall be required by the terms hereof to be made on a day that is not a Business Day, such payment, redemption or exchange shall be made on the immediately succeeding Business Day. XV. HEADINGS OF SUBDIVISIONS. The headings of various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. XVI. SEVERABILITY OF PROVISIONS. If any right, preference or limitation of the Series E Preferred Stock set forth in these resolutions and the Certificate of Designations filed pursuant hereto (as such Certificate of Designations may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in such Certificate of Designations, as amended, which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless remain in full force and effect, and no right, 34 preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein. XVII. NOTICE TO THE CORPORATION. All notices and other communications required or permitted to be given to the corporation hereunder shall be made by first class mail, postage prepaid, to the corporation at its principal executive offices (currently located on the date of the adoption of these resolutions at the following address: Cablevision Systems Corporation, One Media Crossways, Woodbury, New York 11797, Attention: General Counsel). Minor imperfections in any such notice shall not affect the validity thereof. XVIII. LIMITATIONS. Except as may otherwise be required by law, the shares of Series E Preferred Stock shall not have any powers, preferences or relative, participating, optional or other special rights other than those specifically set forth in this resolution (as such resolution may be amended from time to time) or otherwise in the Certificate of Incorporation of the corporation. 35 IN WITNESS WHEREOF, this Certificate has been signed on this 31st day of March, 1994. CABLEVISION SYSTEMS CORPORATION By: /s/ WILLIAM J BELL ------------------------------------- Name: William J. Bell Title: Vice Chairman Attest: /s/ ROBERT S. LEMLE - -------------------------------- Robert S. Lemle Secretary EX-3.1C 3 DOC 3 EX 3.1C [FORM OF SERIES F PREFERRED STOCK CERTIFICATE OF DESIGNATIONS] CERTIFICATE OF VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF THE SERIES F REDEEMABLE PREFERRED STOCK OF CABLEVISION SYSTEMS CORPORATION -------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware -------------------------- I, _______________________________ of Cablevision Systems Corporation (the "corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY: That, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation as amended of said corporation, said Board of Directors, at a meeting duly called and held on March 30, 1994, adopted a resolution providing for the issuance of an aggregate of One Hundred Thousand (100,000) shares of Series F Redeemable Preferred Stock, which resolution is as follows: WHEREAS, the Board of Directors of the corporation (the "Board of Directors") is authorized, within the limitations and restrictions stated in the Certificate of Incorporation, as amended, to fix by resolution or resolutions the designation of each series of preferred stock and the powers, designations, preferences and relative participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the General Corporation Law of Delaware; and WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the 2 terms of a series of preferred stock and the number of shares constituting such series; NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such series of preferred stock on the terms and with the provisions herein set forth: I. CERTAIN DEFINITIONS. As used herein, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires: "Additional Preferred Stock" has the meaning set forth in Article Fourth of the corporation's Certificate of Incorporation. "Applicable Rate" has the meaning specified in Section IV(A)(ii) hereof. "Applicable Spread" means 2.50%. "Business Day" means a day other than a Saturday, Sunday, national or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close. "Capital Stock" means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock. "Class A Common Stock" means the Class A Common Stock, par value $.O1 per share, of the corporation. "Class B Common Stock" means the Class B Common Stock, par value $.O1 per share, of the corporation. "Closing Price" on any day shall mean the reported last sale price per share of Class A Common Stock regular way on such day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way, in each case on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotations National Market System, or, if not quoted on such National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the corporation for that purpose. 3 "Common Stock" means the Class A Common Stock and the Class B Common Stock and any other class of common stock hereafter authorized by the corporation from time to time. "Corporation" or "corporation" means Cablevision Systems Corporation. "Current Market Value" means (i) in the case of a publicly-traded security, the average of the Closing Prices for the twenty (20) consecutive Trading Days through and including the date ending two Business Days prior to the applicable Determination Date (e.g., if the Determination Date is April 10, Current Market Value would be calculated using the 20 Trading Days ending on April 8, assuming April 8, 9 and 10 are all Business Days), (ii) in the case of cash, the amount thereof, and (iii) in the case of property other than publicly-traded securities or cash, the fair market value thereof as determined in good faith by the Board of Directors. "Determination Date" means the Dividend Payment Date. "Dividend Determination Date" has the meaning specified in Section IV(A)(ii) hereof. "Dividend Payment Date" means each January 1, April 1, July 1 and October 1 of each year on which dividends shall be paid, any Redemption Date and any other date on which dividends in arrears may be paid. "Dividend Period" means the Initial Dividend Period, and, thereafter, each Quarterly Dividend Period. "Dividend Record Date" means, with respect to the dividend payable on each Dividend Payment Date, the fifteenth day immediately preceding such Dividend Payment Date, or such other record date as may be designated by the Board of Directors with respect to the dividend payable on such Dividend Payment Date; PROVIDED, HOWEVER, that such record date may not be more than sixty days or less than ten days prior to such Dividend Payment Date. "Holder" means a registered holder of shares of Series F Preferred Stock. "Initial Dividend Period" means the dividend period commencing on and including the Original Issue Date and ending on and including the next Dividend Payment Date. "Junior Securities" has the meaning specified in Section III(A)(i) hereof. "Liquidation Preference" means the Original Liquidation Preference, plus an amount in cash equal to all accrued and 4 unpaid dividends (including an amount equal to a prorated dividend from the last Dividend Payment Date to the date such Liquidation Preference is being determined). The Liquidation Preference of a share of Series F Preferred Stock will increase on a daily basis as dividends accrue on such share and will decrease only to the extent such dividends are actually paid, all as provided in Section IV hereof. Notwithstanding the foregoing, in determining the amount to be paid on a Redemption Date or the amount of shares to be issued in payment of a dividend on a Dividend Payment Date, Liquidation Preference shall not be deemed to include any dividends payable on any such date to the extent such dividends are to be paid on such date in accordance with the requirements of this Certificate of Designations. "London Business Day" means any day (i) that is a Business Day and (ii) on which dealings in United States dollars are transacted in the London interbank market. "Original Issue Date" means the date upon which the Series F Preferred Stock is originally issued by the corporation. "Original Liquidation Preference" means $1,000 per share of Series F Preferred Stock. "Parity Securities" has the meaning specified in Section III(A)(ii) hereof. "Permitted Distribution" means (i) the payment or declaration of any dividend by the corporation or the making by the corporation of any other distribution or the consummation of an exchange offer, or any combination of the foregoing, which results in all or a portion of the Capital Stock of Rainbow Programming Holdings, Inc. or of another entity holding only assets that were held by Rainbow Programming Holdings, Inc. immediately prior to the acquisition thereof by such entity being held by all or any portion of the shareholders of the corporation; (ii) distributions on Parity Securities payable only in additional Parity Securities, Junior Securities or warrants, rights, calls or options exercisable for or convertible into Parity Securities or Junior Securities; (iii) distributions on Junior Securities payable only in additional Junior Securities or warrants, rights, calls or options exercisable for or convertible into Junior Securities; (iv) repurchases or cashing-out of any securities or awards issued or issuable pursuant to any employee benefit plans of the corporation or its subsidiaries; or (v) dividends or distributions on, or repurchases or redemptions of, the Series C Preferred Stock outstanding on the date of this Certificate of Designations (or on the Series D Preferred Stock issuable upon conversion of such Series C Preferred Stock). 5 "Person" means any individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. "Quarterly Dividend Period" means the quarterly period commencing on and including a Dividend Payment Date and ending on and including the day immediately preceding the next subsequent Dividend Payment Date. "Redemption Date" has the meaning specified in Section VI(B)(i)(e) hereof. "Redemption Notice" has the meaning specified in Section VI(B)(i) hereof. "Redemption Price" has the meaning specified in Section VI(A)(i) hereof. "Registered Shares" has the meaning specified in Section IV(B)(i) hereof. "Registration Statement" means a registration statement on an appropriate form under the Securities Act of 1933, as amended, relating to the offer and sale of the corporation's Class A Common Stock issuable on conversion of the Series F Preferred Stock, as filed by the corporation with the SEC. "SEC" means the Securities and Exchange Commission. "Senior Securities" has the meaning specified in Section III(B) hereof. "Series C Preferred Stock" means Series C Cumulative Preferred Stock of the corporation. "Series D Preferred Stock" means the Series D Cumulative Preferred Stock of the corporation. "Series F Preferred Stock" means the Series F Redeemable Preferred Stock, par value $.01 per share, of the corporation authorized by this Certificate of Designations (as such Certificate of Designations may be amended from time to time). "Subsidiary" means, with respect to any Person, any corporation, association or other business entity of which more than fifty percent (50%) of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more of the other Subsidiaries of such Person or a combination thereof. 6 "Trading Day" means a day on which the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the Borough of Manhattan, City and State of New York are not authorized or obligated by law or executive order to close. II. DESIGNATION. The series of preferred stock authorized hereunder shall be designated as the "Series F Redeemable Preferred Stock." The number of shares constituting such series shall be 100,000. The par value of the Series F Preferred Stock shall be $.01 per share and the initial liquidation preference of the Series F Preferred Stock shall be $1,000.00 per share. III. RANK. (A) The Series F Preferred Stock shall rank, with respect to dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the corporation: (i) senior to all classes or series of Common Stock of the corporation and any Capital Stock other than the Series C Preferred Stock, the Series D Preferred Stock and any series of Additional Preferred Stock unless by its express terms such series provides that it ranks junior in right of payment to the Series F Preferred Stock with respect to dividends or upon liquidation, dissolution, winding-up or otherwise (collectively referred to as "Junior Securities"); and (ii) on a parity with the Series C Preferred Stock, the Series D Preferred Stock and each class or series of Additional Preferred Stock which does not provide by its express terms that it ranks junior in right of payment to the Series F Preferred Stock with respect to dividends or upon liquidation, dissolution, winding-up or otherwise (collectively referred to as "Parity Securities"). (B) The corporation shall not create, authorize or issue any class or series of Capital Stock which ranks senior to the Series F Preferred Stock as to dividends or upon liquidation, dissolution or winding-up (collectively referred to as "Senior Securities"), or reclassify any class or series of Capital Stock into Senior Securities, without the approvals required by Section VII hereof. 7 IV. DIVIDENDS. (A) (i) Beginning on the Original Issue Date, the Holders of outstanding shares of Series F Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends at the Applicable Rate. All dividends shall be cumulative and shall be payable quarterly in arrears on each Dividend Payment Date commencing on the first such date to occur after the Original Issue Date, in preference to dividends on the Junior Securities. (ii) Each dividend payment will include dividends accrued to but excluding the applicable Dividend Payment Date. Accrued dividends on any share of Series F Preferred Stock from the Original Issue Date or from the last date in respect of which dividends have been paid will be calculated by multiplying the Original Liquidation Preference by an accrued dividend factor computed by multiplying the Applicable Rate for the applicable Dividend Period by a fraction the numerator of which is the actual number of days elapsed in such Dividend Period and the denominator of which is 360. As used herein, the "Applicable Rate" with respect to any Dividend Period shall be equal to LIBOR plus the Applicable Spread. LIBOR will be determined by The Toronto - Dominion Bank, U.S.A. Division, acting as calculation agent (in such capacity, the "Calculation Agent") for each applicable Dividend Period in accordance with the following provisions: (a) For each applicable Dividend Period, LIBOR will be determined on the applicable Dividend Determination Date (as defined below) on the basis of the rate for deposits of U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, which appears on Telerate Page 3750 as of 11:00 A.M., London time, on such Dividend Determination Date. Telerate Page 3750 shall mean the page 3750 or its replacement as provided by the Telerate News Service. If no rate appears on Telerate Page 3750, LIBOR in respect of such Dividend Determination Date will be determined as described in (b) below. (b) On any applicable Dividend Determination Date on which no rate for deposits of U.S. dollars having a maturity of three months appears on Telerate Page 3750 as specified in (a) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months commencing on 8 the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than U.S.$1,000,000 that is representative for a single transaction in such market at such time are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London interbank market. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean of the rates quoted by three major banks in New York City selected by the Calculation Agent at approximately 11:00 A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading European banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time; PROVIDED, HOWEVER, that if fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, LIBOR will be LIBOR in effect for the period prior to the one to which such Dividend Determination Date relates. For purposes of the foregoing, the "Dividend Determination Date" for any Dividend Period shall mean the second London Business Day preceding the Dividend Payment Date commencing such Dividend Period or, in the case of the Initial Dividend Period, the second London Business Day preceding the Original Issue Date. All percentages resulting from any calculations on the Series F Preferred Stock will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upward (E.G., 4.876545% (or .04876545) being rounded to 4.87655% (or .0487655)), and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upward). (B) (i) The amount of dividends accrued on the Series F Preferred Stock for any period less than a full Dividend Period (including the Initial Dividend Period) shall be equal to a pro rata portion of the total dividend payable for the Dividend Period during which such period occurs, based on the actual number of days elapsed in such period 9 for which payable and the total number of days in such Dividend Period. Dividends shall accrue on a daily basis commencing on the Original Issue Date. Subject to the following sentence, dividends accruing on the Series F Preferred Stock are payable in cash. Upon written notice given to the holders of the Series F Preferred Stock no less than five days prior to any Dividend Payment Date, the corporation may elect in respect of the cash dividend otherwise payable on such date that such dividend instead be paid in shares of Class A Common Stock, registered in the names of the Holders of record as their names shall appear in the stock ledger of the corporation on the Dividend Record Date, having an aggregate Current Market Value, as calculated for the relevant Dividend Payment Date, equal to 105% of the amount of the cash dividend otherwise then due and payable. Unless the corporation so elects, it shall not be required to make any dividend payment in Class A Common Stock. The corporation's ability to pay a dividend in shares of Class A Common Stock rather than cash is conditioned on such shares being registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective Registration Statement ("Registered Shares"). (ii) The corporation covenants that all shares of Common Stock issued as a dividend with respect to the Series F Preferred Stock will be Registered Shares and, upon issue, will be validly issued, fully paid, nonassessable, free of preemptive rights and free from all transfer taxes, liens, charges, security interests and other adverse claims. (C) Each dividend paid on the Series F Preferred Stock shall be payable to Holders of record as their names shall appear in the stock ledger of the corporation on the Dividend Record Date for such dividends, except that dividends in arrears for any past Dividend Payment Date may be declared and paid at any time without reference to such regular Dividend Payment Date to Holders of record on such date not more than sixty (60) days or less than ten (10) days prior to the date of payment as shall be determined by the Board of Directors. (D) [Intentionally left blank.] (E) All dividends paid with respect to shares of the Series F Preferred Stock shall be paid pro rata to the Holders entitled thereto based upon the number of shares of Series F Preferred Stock held by each such Holder. Dividends shall cease to accrue in respect of any particular share of Series F Preferred Stock on the day prior to the Redemption Date with respect thereto. (F) No full dividends shall be declared by the Board of Directors or paid or funds set apart for payment by the 10 corporation on the Series F Preferred Stock or any Parity Securities for any period unless full cumulative dividends have been or contemporaneously are declared and paid, or declared and a sum set apart sufficient for such payment, on the Series F Preferred Stock and any Parity Securities for all Dividend Periods terminating on or prior to the date of payment of such full dividends on the Series F Preferred Stock or such Parity Securities. If any dividends are not paid in full, as aforesaid, upon the shares of the Series F Preferred Stock and any other Parity Securities, all dividends declared upon shares of the Series F Preferred Stock and any other Parity Securities shall be declared pro rata so that the amount of dividends declared per share on the Series F Preferred Stock and such Parity Securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series F Preferred Stock and such Parity Securities bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series F Preferred Stock or any other Parity Securities which may be in arrears. (G) So long as any shares of the Series F Preferred Stock are outstanding, except with respect to Permitted Distributions, the corporation shall not declare, pay or set apart for payment any dividend on any Junior Securities or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the corporation or other property, and shall not permit any corporation or other entity directly or indirectly controlled by the corporation to purchase or redeem any of the Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Junior Securities, unless prior to or concurrently with such declaration, payment, setting apart for payment, purchase, redemption or distribution, as the case may be, all accrued and unpaid dividends on shares of the Series F Preferred Stock not paid on the dates provided for in Section III(A) hereof (and, to the extent previously due but not yet paid, any and all redemption payments on the Series F Preferred Stock) shall have been or are concurrently being paid. V. PAYMENT ON LIQUIDATION. (A) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the corporation, the Holders of Series F Preferred Stock will be entitled to 11 receive out of the assets of the corporation available for distribution to the holders of its Capital Stock, whether such assets are capital, surplus or earnings, an amount in cash equal to the Liquidation Preference, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities. Holders of Series F Preferred Stock shall not be entitled to any other distribution in the event of voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the corporation. If upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the corporation, the assets of the corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series F Preferred Stock and all Parity Securities, then the holders of all such shares shall share equally and ratably in any distribution of assets in proportion to the full Liquidation Preferences, determined as of the date of such voluntary or involuntary liquidation, dissolution or winding-up, to which they are entitled. (B) For the purposes of this Section V only, neither the sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the corporation nor the consolidation or merger of the corporation with or into one or more corporations shall be deemed to be a liquidation, dissolution or winding-up of the affairs of the corporation. VI. REDEMPTION. (A) OPTIONAL REDEMPTION. (i) The corporation may, at its option, at any time redeem, from any source of funds legally available therefor, in whole or in part, in the manner provided in Section VI (B) hereof, any or all of the shares of Series F Preferred Stock, at a redemption price, payable in cash, equal to one hundred percent (100%) of the Liquidation Preference calculated as of the Redemption Date (the "Redemption Price"). (ii) In the event of a redemption pursuant to Section VI(A)(i) hereof of only a portion of the then outstanding shares of Series F Preferred Stock, the corporation shall effect such redemption pro rata according to the number of shares held by each Holder of such Series F Preferred Stock. (B) PROCEDURE FOR REDEMPTION. (i) Not more than sixty (60) and not less than thirty (30) days prior to the date fixed for any redemption of the Series F Preferred Stock, written notice (the "Redemption Notice") shall be given by first class mail, postage prepaid, to each Holder of record on the record date fixed for such redemption of the Series F Preferred Stock at such Holder's address as the 12 same appears on the stock ledger of the corporation, PROVIDED, HOWEVER, that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of Series F Preferred Stock to be redeemed except as to the Holder or Holders to whom the corporation has failed to give said notice or except as to the Holder or Holders whose notice was defective. The Redemption Notice shall state: (a) the redemption is pursuant to VI(A) hereof; (b) the Redemption Price; (c) whether all or less than all the outstanding shares of the Series F Preferred Stock redeemable thereunder are to be redeemed and the total number of shares of such Series F Preferred Stock being redeemed; (d) the number of shares of Series F Preferred Stock held by the Holder that the corporation intends to redeem; (e) the date fixed for redemption (the "Redemption Date"); (f) that the Holder is to surrender to the corporation, at the place or places where certificates for shares of Series F Preferred Stock are to be surrendered for redemption, its certificate or certificates representing the shares of Series F Preferred Stock to be redeemed; and (g) that dividends on the shares of the Series F Preferred Stock to be redeemed shall cease to accrue on such Redemption Date unless the corporation defaults in the payment of the Redemption Price; and (ii) On or before the Redemption Date, each Holder of Series F Preferred Stock shall surrender the certificate or certificates representing such shares of Series F Preferred Stock to the corporation, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full Redemption Price for such shares shall be payable in cash to the Person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. (iii) If a Redemption Notice shall have been duly given, and if, on or before the Redemption Date specified therein, all funds necessary for such redemption shall have been set aside by the corporation, separate and apart from 13 its other funds, in trust for the pro rata benefit of the Holders of the Series F Preferred Stock called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, all shares so called for redemption shall no longer be deemed outstanding, and all rights with respect to such shares shall forthwith on such Redemption Date cease and terminate, except only the right of the Holders thereof to receive the amount payable on redemption thereof, without interest. (iv) If a Redemption Notice shall have been duly given or if the corporation shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, and if on or before the Redemption Date specified therein the funds necessary for such redemption shall have been deposited by the corporation with such bank or trust company in trust for the pro rata benefit of the Holders of the Series F Preferred Stock called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit, all shares so called for redemption shall no longer be deemed to be outstanding and all rights with respect of such shares shall forthwith cease and terminate, except only the right of the Holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America or of the State of New York, shall be doing business in the Borough of Manhattan, The City of New York, shall have capital, surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, and shall be identified in the Redemption Notice. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so set aside or deposited, as the case may be, and unclaimed at the end of three years from such Redemption Date shall, to the extent permitted by law, be released or repaid to the corporation, after which repayment the Holders of the shares so called for redemption shall look only to the corporation for payment thereof. VII. VOTING RIGHTS. (A) The holders of Series F Preferred Stock, except as otherwise required under Delaware law and as set forth in paragraphs (B), (C) and (D) below, shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the corporation. 14 (B) Without the approval of Holders of at least 60% of the shares of Series F Preferred Stock then outstanding, voting or consenting, as the case may be, as one class, given in person, by written consent or by proxy, either in writing or by resolution adopted at an annual or special meeting called for the purpose, the corporation will not, and will not permit any of its Subsidiaries to: (i) create, authorize or issue any Senior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into, or any obligations evidencing the right to purchase or acquire any Senior Securities, including in connection with a merger, consolidation or other reorganization; (ii) reclassify any Junior Securities, Parity Securities or other outstanding Capital Stock of the corporation into any Senior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into, or any obligations evidencing the right to purchase or acquire any Senior Securities; (iii) amend, modify or repeal the Certificate of Incorporation (including this Certificate of Designations), By-Laws of the corporation, or any other specified designations, rights, preferences or powers of the Series F Preferred Stock in a manner adverse to Holders of Series F Preferred Stock; PROVIDED, HOWEVER, that the amendment of the provisions of the Certificate of Incorporation so as to authorize or create, or to increase the authorized amount of, any Junior Stock or any Parity Stock shall not be deemed to affect adversely the Holders of Series F Preferred Stock; (iv) increase the number of shares of Series F Preferred Stock authorized for issuance; or (v) merge or consolidate the corporation with or into any other corporation, unless the resulting corporation will thereafter have no Senior Securities, and each Holder of Series F Preferred Stock immediately preceding such merger or consolidation shall receive the same number of shares, with the same rights and preferences, of the resulting corporation; PROVIDED, HOWEVER, that no such consent of the Holders of Series F Preferred Stock shall be required if, at or prior to the time when such creation, authorization, issuance, amendment, or repeal is to take effect, provision is made for the redemption of all shares of Series F Preferred Stock at the time outstanding. (C) In the event that the corporation shall, for four consecutive Quarterly Dividend Periods, fail to declare or 15 pay dividends on the Series F Preferred Stock as set forth in Section IV(A) hereof (a "Dividend Default"), then the number of directors constituting the Board of Directors shall be increased to permit the Holders of the Series F Preferred Stock to elect one member of the Board of Directors of the corporation. Holders of a majority of the issued and outstanding shares of Series F Preferred Stock, voting together with the holders of any Parity Stock then entitled to elect directors, shall thereupon have the exclusive right to elect one member of the Board of Directors at any annual or special meeting of stockholders or at a special meeting of the holders of Series F Preferred Stock and such Parity Stock called as hereinafter provided. (D) The right of the Holders of Series F Preferred Stock to vote pursuant to Section VII (C) to elect one member of the Board of Directors as aforesaid shall continue until such time as all accumulated dividends that are in arrears on the Series F Preferred Stock are paid in full at which time the special right of the Holders of Series F Preferred Stock to vote for the election of a director and the term of office of the director elected by the Holders of the Series F Preferred Stock shall terminate and the number of directors constituting the Board of Directors shall be reduced accordingly. At any time after voting power to elect a director shall have become vested and be continuing in the Holders of Series F Preferred Stock pursuant to Sections VII (C) and (D), or if vacancies shall exist in the office of a director elected by the Holders of Series F Preferred Stock, a proper officer of the corporation may, and upon the written request of the holders of record of at least twenty percent (20%) of the shares of Series F Preferred Stock or the holders of such Parity Stock then outstanding addressed to the Secretary of the corporation shall, call a special meeting of the Holders of Series F Preferred Stock and holders of Parity Stock, for the purpose of electing the one director to be elected by them as herein provided. Any such meeting shall be held at the earliest practicable date at the place for the holding of the annual meetings of stockholders. If such meeting shall not be called by the proper officer of the corporation within twenty (20) days after personal service of said written request upon the Secretary of the corporation, or within twenty (20) days after mailing the same within the United States by certified mail, addressed to the Secretary of the corporation at its principal executive offices, then the holders of record of at least twenty percent (20%) of the outstanding shares of Series F Preferred Stock or of such Parity Stock may designate in writing one of their number to call such meeting at the expense of the corporation, and such meeting may be called by the Person so designated upon the notice required for the annual meetings of stockholders of the corporation and shall be held at the place for holding the annual meetings of stockholders. Any holder of 16 Series F Preferred Stock or Parity Stock so designated shall have access to the list of stockholders to be called pursuant to the provisions hereof. (E) At any meeting held for the purpose of electing directors at which the Holders of Series F Preferred Stock and holders of Parity Stock shall have the right to elect a director as aforesaid, the presence in person or by proxy of the holders of at least a majority of the outstanding Series F Preferred Stock or such Parity Stock shall be required to constitute a quorum. (F) Any vacancy occurring in the office of a director elected by the Holders of Series F Preferred Stock and holders of any other class of Parity Stock may be filled by the remaining directors elected by such Holders unless and until such vacancy shall be filled by the holders of Series F Preferred Stock and such other class. (G) In addition to the foregoing, in the event of a Dividend Default, holders of Series F Preferred Stock, except as otherwise required under Delaware law, shall be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the corporation, voting together with all such stockholders as a single class; PROVIDED that this voting right shall not apply to any matter to be voted on by any other class of Capital Stock (including the Class A Common Stock and the Class B Common Stock) as a separate class. The right of the Holders of Series F Preferred Stock to vote as aforesaid shall continue until such time as all accumulated dividends that are in arrears on the Series F Preferred Stock are paid in full, at which time such voting right shall terminate. Notwithstanding the foregoing, the shares of Series F Preferred Stock voted by any BHC Act Holder on such matters may not constitute more than 4.99% of the total number of shares of the designated class entitled to vote as described above. (H) In any case in which the Holders of Series F Preferred Stock shall be entitled to vote pursuant to this Section VII or pursuant to Delaware law, each Holder of Series F Preferred Stock shall be entitled to twenty (20) votes for each share of Series F Preferred Stock held (subject to the limitations on BHC Act Holders described above). 17 VIII. MUTILATED OR MISSING SERIES F PREFERRED STOCK CERTIFICATES. If any of the Series F Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series F Preferred Stock certificate, or in lieu of and substitution for the Series F Preferred Stock certificate lost, stolen or destroyed, a new Series F Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series F Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series F Preferred Stock certificate and indemnity, if requested. IX. REISSUANCE OF SERIES F PREFERRED STOCK. Shares of Series F Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed or exchanged, shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued shares of preferred stock undesignated as to series and may be redesignated and reissued as part of any series of Additional Preferred Stock other than the Series F Preferred Stock. X. BUSINESS DAY. If any payment or redemption shall be required by the terms hereof to be made on a day that is not a Business Day, such payment, redemption or exchange shall be made on the immediately succeeding Business Day. XI. HEADINGS OF SUBDIVISIONS. The headings of various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. XII. SEVERABILITY OF PROVISIONS. If any right, preference or limitation of the Series F Preferred Stock set forth in these resolutions and the Certificate of Designations filed pursuant hereto (as such Certificate of Designations may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in such Certificate of Designations, as amended, which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, 18 nevertheless remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein. XIII. NOTICE TO THE CORPORATION. All notices and other communications required or permitted to be given to the corporation hereunder shall be made by first class mail, postage prepaid, to the corporation at its principal executive offices (currently located on the date of the adoption of these resolutions at the following address: Cablevision Systems Corporation, One Media Crossways, Woodbury, New York 11797, Attention: General Counsel). Minor imperfections in any such notice shall not affect the validity thereof. XIV. LIMITATIONS. Except as may otherwise be required by law, the shares of Series F Preferred stock shall not have any powers, preferences or relative, participating, optional or other special rights other than those specifically set forth in this resolution (as such resolution may be amended from time to time) or otherwise in the Certificate of Incorporation of the corporation. IN WITNESS WHEREOF, this Certificate has been signed on this _____ day of ________________, 1994. CABLEVISION SYSTEMS CORPORATION By: ------------------------------------- Name: Title: Vice Chairman Attest: - ------------------------------ Robert S. Lemle Secretary EX-10.44C 4 DOC 4 EXHIBIT 10.44C EXECUTION COPY AMENDMENT NO. 3 AND WAIVERS DATED AS OF MARCH 25, 1994 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 24, 1992 CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the "Company"), the Restricted Subsidiaries (as defined in the Credit Agreement referred to below), the banks parties to such Credit Agreement (the "Banks"), BANK OF MONTREAL, Chicago Branch, THE BANK OF NEW YORK, THE BANK OF NOVA SCOTIA and THE CANADIAN IMPERIAL BANK OF COMMERCE, as Co-Agents (the "Co-Agents"), and TORONTO DOMINION (TEXAS), INC., as Agent (the "Agent"), agree as follows: ARTICLE I AMENDMENTS AND WAIVERS Section 1.1. CREDIT AGREEMENT. Reference is made to the Third Amended and Restated Credit Agreement dated as of June 24, 1992 among the Company, the Restricted Subsidiaries, the Banks, the Co-Agents and the Agent, as amended by Amendment No. 1 dated as of August 4, 1992 and Amendment No. 2 dated as of November 8, 1993 (as so amended, the "Credit Agreement"). Terms used in this Amendment No. 3 and Waivers (this "Agreement") that are not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement. The Credit Agreement as amended by this Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed (except to the extent any provisions of the Credit Agreement are expressly waived herein, which waivers shall be effective only in the specific instances and for the specific purposes provided herein). Section 1.2. CERTAIN AMENDMENTS AND WAIVERS. Upon and after the Amendment Effective Date (as defined in Section 1.4(a) hereof): (a) Section 1.01 of the Credit Agreement shall be amended by (i) deleting the defined terms "PERMITTED PERCENTAGE" and "PROPOSED DIVIDEND" contained therein and (ii) inserting the following defined terms in correct alphabetical order therein: "REFUNDING PROCEEDS" shall mean, with respect to any Subordinated Debt permitted under Section 9.11 (iii) hereof or any preferred stock of the Company permitted under Section 9.22 hereof, (i) the Net Cash Proceeds thereof, but only to the extent that the Company purchases, acquires, redeems, retires, pay or prepays Subordinated Debt or preferred stock of the Company with such Net Cash Proceeds immediately upon receipt thereof or (ii) the proceeds of Syndicated Revolving Credit Loans reborrowed by the Company in an aggregate amount not to exceed other Syndicated Revolving Credit Loans that were prepaid with the Net Cash Proceeds of such Subordinated Debt or preferred stock, but only to the extent that the Company purchases, acquires, redeems, retires, pays or prepays Subordinated Debt or preferred stock of the Company with such amounts reborrowed at any time within the period ending (A) if such amounts reborrowed were prepaid with Net Cash Proceeds of Subordinated Debt, 75 days after the date of the incurrence, issuance or sale of such Subordinated Debt and (B) if such amounts reborrowed were prepaid with Net Cash Proceeds of preferred stock of the Company, one year after the incurrence, issuance or sale of such preferred stock."; "TOTAL FIXED CHARGES" shall mean, for any period, Total Debt Expense for such period PLUS all dividends and other distributions in respect of preferred stock of the Company (other than the Company's 8% Series C Preferred Stock) during such period PLUS all payments on account of the redemption, retirement or extinguishment in whole or in part (whether by operation of a sinking fund or otherwise) of any preferred stock of the Company (other than the Company's 8% Series C Preferred Stock), excluding any such payments to the extent made with Refunding Proceeds."; (b) The defined terms "EFFECTIVE DATE" set forth in Section 1.01 of the Credit Agreement shall be amended by inserting the following proviso at the end thereof; "; PROVIDED, HOWEVER, that such term shall mean the date of the 1990 Agreement for purposes of such term as used in the Security Agreement"; (c) The defined term "CASH FLOW RATE" set forth in Section 1.01 of the Credit Agreement shall be amended by (i) deleting the clause ", 'Indebtedness of CNJ, which includes all Indebtedness under the CNJ Agreement," contained in the first parenthetical therein and (ii) deleting the words "such obligations" contained in the first parenthetical therein and inserting the clause "the obligations under such Guarantee" in lieu thereof; (d) The defined term "NET CASH PROCEEDS" set forth in Section 1.01 of the Credit Agreement shall be amended by deleting the words "common stock" contained therein and inserting the words "capital stock" in lieu thereof; (e) The defined term "OPERATING CASH FLOW" set forth in Section 1.01 of the Credit Agreement shall be amended by inserting the clause "except for purposes of determining the Cash Flow Ratio at any time," prior to the defined term "CNJ Operating Cash Flow" contained in the penultimate sentence thereof; (f) The defined term "TOTAL AVAILABLE REVOLVING CREDIT COMMITMENT" set forth in Section 1.01 of the Credit Agreement shall be deleted in its entirety and the following inserted in lieu thereof: " 'TOTAL AVAILABLE REVOLVING CREDIT COMMITMENT' shall mean, at the time of any borrowing of Revolving Credit Loans, the Total Revolving Credit Commitment less an amount equal to the excess of (i) the aggregate Net Cash Proceeds to be used as specified in all notices given by the Company to the Agent in accordance with Sections 2.04(c)(i)(A) and 2.04(c)(i)(B) hereof MINUS the aggregate amount of all reductions of the Total Commitment required by reason of the provisos of such Sections with respect to such Net Cash Proceeds over (ii) the aggregate amount of Refunding Proceeds of Subordinated Debt that are such by virtue of clause (i) of the definition of "Refunding Proceeds" in Section 1.01 hereof PLUS Revolving Credit Loans (including the Revolving Credit Loans requested at such borrowing) the proceeds of which have been or, upon the date of such borrowing, will be used for the purposes specified in such notices in accordance with such Sections."; (g) The defined term "TOTAL DEBT EXPENSE" set forth in Section 1.01 of the Credit Agreement shall be amended by deleting the clause "Indebtedness of CNJ, which includes all Indebtedness under the CNJ Agreement, and excluding all obligations under any Guarantee permitted under Section 9.12(xi) hereof to the extent that such obligation" contained in the first parenthetical therein and inserting the following in lieu thereof: "(i) Indebtedness of CNJ, which includes all Indebtedness under the CNJ Agreement, (ii) scheduled payments of principal on Subordinated Debt to the extent such payments are made with Refunding Proceeds and (iii) all obligations under any Guarantee permitted under Section 9.12(xi) hereof to the extent the obligation under such Guarantee"; (h) Section 2.04(c)(i) of the Credit Agreement shall be amended by deleting paragraph (A) thereof in its entirety and inserting the following in lieu thereof; "(A) the date of the incurrence, issuance or sale of any Subordinated Debt permitted under Section 9.11(iii) hereof, by an amount equal to the excess of (i) the Net Cash Proceeds thereof over (ii) all or any portion of such Net Cash Proceeds that, as specified in a notice from the Company to the Agent, shall, no later than the expiration of the period ending 75 days after the date of such incurrence, issuance or sale, constitute Refunding Proceeds of such Subordinated Debt; PROVIDED, HOWEVER, that if, upon such expiration, all or any portion of such Net Cash Proceeds specified in such notice shall not so constitute Refunding Proceeds, then the Total Commitment shall be automatically reduced on the day immediately following the date of such expiration by the amount of such Net Cash Proceeds that shall not so constitute Refunding Proceeds;"; (i) Section 3.01(b) of the Credit Agreement shall be amended by deleting paragraph (iv) thereof in its entirety and inserting the following in lieu thereof: "(iv) The Company shall, upon (A) any incurrence, issuance or sale of any Subordinated Debt permitted under Section 9.11 (iii) hereof, prepay Syndicated Revolving Credit loans in an amount equal to the excess of the Net Cash Proceeds thereof over the amount thereof that constitutes Refunding Proceeds of such Subordinated Debt by virtue of clause (i) of the definition of 'Refunding Proceeds' in Section 1.01 hereof or (B) any sale, transfer or other disposition permitted under Section 9.15(a)(v) hereof, prepay Syndicated Revolving Credit Loans in an amount equal to the Net Cash Proceeds thereof. Notwithstanding anything in this Agreement to the contrary, (x) amounts prepaid from the incurrence, issuance or sale of Subordinated Debt pursuant to clause (A) above may be reborrowed solely to the extent such amounts reborrowed constitute Refunding Proceeds of such Subordinated Debt by virtue of clause (ii) of the definition of 'Refunding Proceeds' in Section 1.01 hereof and solely to the extent that the incurrence, issuance or sale thereof has not resulted in a mandatory reduction of the Total Commitment pursuant to Section 2.04(c)(i)(A) hereof and (y) amounts prepaid from the sale, transfer or other disposition pursuant to clause (B) above may be reborrowed by the Company solely for the purpose of effecting acquisitions permitted under Section 9.15(b)(iii) hereof and solely to the extent that such disposition has not resulted in a mandatory reduction of the Total Commitment pursuant to Section 2.04(c)(i)(B) hereof."; (j) Section 8.12 of the Credit Agreement shall be amended be deleting the reference to "Section 7.01(n)" contained therein and inserting a reference to "Section 7.01(m)" in lieu thereof; (k) Section 9.17 of the Credit Agreement shall be amended be deleting the clause "permitted by Section 9.18 hereof" contained therein and inserting the clause "(A) permitted be Section 9.18 hereof, (B) made on account of the redemption of the Company's 8% Series C Preferred Stock or (C) made with Refunding Proceeds; in lieu thereof; (l) Section 9.18 of the Credit Agreement shall be deleted in its entirety and the following inserted in lieu thereof: "Section 9.18 DIVIDENDS. neither the company nor any Restricted Subsidiary will make any payments of dividends or other distributions in respect of any preferred stock of the Company (except to the extent any such payments are payable in common stock of the Company) if, at any time thereof and after giving effect thereto, any Default shall have occurred and be continuing."; (m) Section 9.21 of the Credit Agreement shall be amended by inserting the clause", except to the extent that any such purchase, acquisition, redemption, retirement, payment or prepayment is made with Refunding Proceeds" at the end thereof; (n) Section 9.22 of the Credit Agreement shall be amended by deleting the second sentence thereof in its entirety and inserting in lieu thereof: "In addition, the Company will not amend, modify or supplement any of the provisions of its charter in respect of preferred stock of the Company, except that the Company may (i) file any amendment or modification thereto or supplement thereof to permit the issuance of preferred stock of the Company, PROVIDED that such preferred stock shall be neither (A) redeemable, payable or required to be purchased or otherwise retired or extinguished in whole or in part, or convertible into any Indebtedness of the Company, at a fixed or determinable date (whether by operation of a sinking fund or otherwise), at the option of any Person other than the Company or upon the occurrence of a condition not solely within the control of the Company (such as a redemption required to be made out of future earnings) nor (B) convertible into preferred stock of the Company that may be so retired, extinguished or converted, in the case of clause (A) or (B) above, at any time before the date that is three years after the Commitment Termination Date as in effect at the time of the issuance of such preferred stock and (ii) file a certificate of retirement thereto in respect of (A) the Series A Cumulative Convertible Preferred Stock and the Series B Cumulative Convertible Preferred Stock of the Company and (B) any other series of preferred stock of the Company the purchase, acquisition, redemption or retirement of which is permitted by this Agreement."; (o) Section 9.25(c) of and Exhibit B to the Credit Agreement shall be amended by deleting the five references to the defined term "Total Debt Expense" set forth therein and, in each case, inserting a reference to the defined term "Total Fixed Charges" in lieu thereof; (p) The Banks shall waive compliance with the provisions of Section 9.15(b)(iii)(E) of the Credit Agreement that limit the aggregate amount of cash consideration for acquisitions permitted thereunder during the fiscal year of the Company ending December 31, 1994 to amounts not to exceed $100,000,000, such waiver to be granted solely to the extent necessary to permit the acquisition by the Company of the assets of North Coast Cable Limited Partnership without reducing such $100,000,000 amount by the aggregate cash consideration paid by the Company and the Restricted Subsidiaries in connection with such acquisition, PROVIDED that such acquisition was otherwise effected in compliance with such Section 9.15(b)(iii)(E) after giving effect to the waiver of compliance therewith set forth in Amendment No. 2 and Waiver dated as of November 8, 1993 to the Credit Agreement; (q) The Banks shall waive compliance with the provisions of Section 9.25(c) of the Credit Agreement that require the ratio of Operating Cash Flow for the period of two Quarters ending March 31, 1994 to Total Fixed Charges for such period to be at least 1.20 to 1, such waiver to be granted only if such ratio is at least 1.05 to 1 for such period. Section 1.3. NEW SUBORDINATED DEBT AMENDMENT. Upon and after the New Subordinated Debt Amendment Effective Date (as defined in Section 1.4(b) hereof), Section 9.11 of the Credit Agreement shall be amended by deleting clause (iii) thereof in its entirety and inserting the following in lieu thereof: "(iii) Subordinated Debt, PROVIDED that (A) the terms thereof, and of the Subordinated Debt Instruments governing and evidencing such Subordinated Debt, are in form and substance satisfactory to, and that the proceeds thereof will be used for purposes approved by, the Majority Banks and (B) at the time of and immediately after giving effect to the incurrence, issuance or sale of such Subordinated Debt, no Default shall have occurred and be continuing, and the Company shall have so certified to the Agent; PROVIDED, HOWEVER, that, for purposes of clause (A) above, any Subordinated Debt, and the Subordinated Debt Instruments governing such Subordinated Debt, shall be deemed to be in form and substance satisfactory to, and the use of the proceeds thereof for purposes permitted under this Agreement shall be deemed approved by, the Majority Banks if such Subordinated Debt (x) shall be neither (1) redeemable, payable or required to be purchased or otherwise retired or extinguished in whole or in part at a fixed or determinable date (whether by operation of a sinking fund or otherwise), at the option of any Person other than the Company or upon the occurrence of a condition not solely within the control of the Company (such as a redemption required to be made out of future earnings) nor (2) convertible into any other Indebtedness or capital stock of the Company that may be so retired, extinguished or converted, in the case of clause (1) or (2) above, at any time before the date that is three years after the Commitment Termination Date as in effect at the time of the incurrence, issuance or sale of such Subordinated Debt and (y) shall have terms of subordination no less favorable to the Banks than the terms of subordination of the Company's 9 7/8% Senior Subordinated Debentures due 2023;". Section 1.4. EFFECTIVE DATES. This Agreement shall become effective when (a) for all purposes other than Section 1.3 hereof when (i) each of the Company and the Restricted Subsidiaries shall have duly executed and delivered this Agreement and (ii) the Agent and the Majority Banks shall have duly executed, under the caption "COLUMN A" on the signature pages hereof, and delivered this Agreement (the "Amendment Effective Date") and (b) for all purposes other than Section 1.2 hereof when (i) each of the Company and the Restricted Subsidiaries shall have duly executed and delivered this Agreement and (ii) the Agent and the Majority Banks shall have duly executed, under the caption "COLUMN B" on the signature pages hereof, and delivered this Agreement (the "New Subordinated Debt Effective Date"). ARTICLE II MISCELLANEOUS Section 2.1. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. Section 2.2 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Section 2.3. EXPENSES. The Company hereby agrees to pay or reimburse the Agent for all reasonable fees and expenses, including attorneys' fees, incurred in connection with the negotiation, preparation, execution and delivery of this agreement. [THE NEXT PAGE IS A SIGNATURE PAGE] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers in counterparts all as of the day and year first above written. CABLEVISION SYSTEMS CORPORATION, for itself and as a General Partner of Cablevision Finance Limited Partnership By /s/______________________________________________________ Title: William J. Bell Vice Chairman CABLEVISION AREA 9 CORPORATION CABLEVISION FAIRFIELD CORPORATION CABLEVISION FINANCE CORPORATION CABLEVISION LIGHTPATH, INC. CABLEVISION OF CLEVELAND GP, INC., for itself and as a General Partner of Cablevision of Cleveland Limited Partnership CABLEVISION OF CLEVELAND LP, INC. CABLEVISION OF CONNECTICUT CORPORATION CABLEVISION OF MICHIGAN, INC. CABLEVISION SYSTEMS DUTCHESS CORPORATION CABLEVISION SYSTEMS EAST HAMPTON CORPORATION CABLEVISION SYSTEMS GREAT NECK CORPORATION CABLEVISION SYSTEMS HUNTINGTON CORPORATION CABLEVISION SYSTEMS ISLIP CORPORATION CABLEVISION SYSTEMS LONG ISLAND CORPORATION CABLEVISION SYSTEMS SUFFOLK CORPORATION CABLEVISION SYSTEMS WESTCHESTER CORPORATION COMMUNICATIONS DEVELOPMENT CORPORATION CSC ACQUISITION CORPORATION CSC ACQUISITION -- MA, INC. CSC ACQUISITION -- NY, INC. By /s/______________________________________________________ Title: Vice Chairman of each of the above-named twenty corporations CABLEVISION FINANCE LIMITED PARTNERSHIP By Cablevision Systems Corporation, as General Partner CABLEVISION OF CLEVELAND LIMITED PARTNERSHIP By Cablevision of Cleveland GP, Inc., as General Partner
Column A Column B ------------------------------------ ------------------------------------ [New Subordinated Debt] THE TORONTO-DOMINION BANK, Grand Cayman Islands Branch, B.W.I. By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: MELISSA B. NIGRO MELISSA B. NIGRO MGR. SYNDICATIONS & CREDIT ADMIN. MGR. SYNDICATIONS & CREDIT ADMIN. BANK OF MONTREAL, Chicago Branch, as Bank and Co-Agent By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: THE BANK OF NEW YORK, as Bank and Co-Agent By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: THE BANK OF NOVA SCOTIA, as Bank and Co-Agent By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: THE CANADIAN IMPERIAL BANK OF COMMERCE, as Bank and Co-Agent By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: MELLON BANK, N.A. By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: FIRST VICE PRESIDENT FIRST VICE PRESIDENT NATIONSBANK OF TEXAS, N.A. By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: THE FIRST NATIONAL BANK OF BOSTON By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title:
Column A Column B ------------------------------------ ------------------------------------ [New Subordinated Debt] THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) By By --------------------------------- ------------------------------------ Title: Title: CITIBANK, N.A. By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: ROYAL BANK OF CANADA By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: CHEMICAL BANK By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: Terrence J. Anderson Terrence J. Anderson VICE PRESIDENT VICE PRESIDENT BANQUE PARIBAS By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: CONTINENTAL BANK, N.A. By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: CREDIT LYONNAIS, Cayman Island Branch By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title: THE FIRST NATIONAL BANK OF CHICAGO By /s/ By /s/ --------------------------------- ------------------------------------ Title: Title:
Column A Column B ------------------------------ ----------------------------- [New Subordinated Debt] THE FUJI BANK, LIMITED By By ------------------------------ ----------------------------- Title: Title: THE TOKAI BANK, LIMITED, New York Branch By /s/ By /s/ ------------------------------ ----------------------------- Title: Title: BARCLAYS BANK PLC, New York Branch By /s/ By /s/ ------------------------------ ----------------------------- Title: Title: DIRECTOR DIRECTOR TORONTO DOMINION (TEXAS), INC., as Agent By /s/ By /s/ ------------------------------ ----------------------------- Title: Title:
EX-10.56 5 DOC 5 EXHIBIT 10.56 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PREFERRED STOCK PURCHASE AGREEMENT By and Among CABLEVISION SYSTEMS CORPORATION, as Issuer, and EACH OF THE PURCHASERS REFERRED TO HEREIN ------------------------------ Redeemable Exchangeable Convertible Preferred Stock ------------------------------ Dated as of March 30, 1994 ------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS ----------------- PAGE ---- ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . 1 Section 1.1. Definitions. . . . . . . . . . . . . . . . . . . 1 ARTICLE II PURCHASE OF PREFERRED STOCK. . . . . . . . . . . 3 Section 2.1. Purchase of Preferred Stock; the Closing . . . . 3 ARTICLE III REPRESENTATIONS AND WARRANTIES . . . . . . . . . 4 Section 3.1. Representations and Warranties of the Company. . 4 Section 3.2. Representations and Warranties of the Purchasers . . . . . . . . . . . . . . . . . . 11 ARTICLE IV CONDITIONS PRECEDENT TO CLOSING. . . . . . . . . 13 Section 4.1. Conditions Precedent to Obligations of the Purchasers . . . . . . . . . . . . . . . . 13 Section 4.2. Conditions Precedent to Obligations of the Company. . . . . . . . . . . . . . . . . . 15 ARTICLE V COVENANTS. . . . . . . . . . . . . . . . . . . . 15 Section 5.1. Furnishing of Information. . . . . . . . . . . . 15 Section 5.2. Home Office Payments . . . . . . . . . . . . . . 15 Section 5.3. Filing of Exchange Share Certificate of Designations . . . . . . . . . . . . . . . . . 16 Section 5.4. Annual Tax Adjustment Calculation. . . . . . . . 16 ARTICLE VI MISCELLANEOUS. . . . . . . . . . . . . . . . . . 16 Section 6.1. Survival of Provisions . . . . . . . . . . . . . 16 Section 6.2. Termination. . . . . . . . . . . . . . . . . . . 16 Section 6.3. No Waiver; Modifications in Writing. . . . . . . 17 Section 6.4. Communications . . . . . . . . . . . . . . . . . 17 Section 6.5. Costs, Expenses and Taxes. . . . . . . . . . . . 17 Section 6.6. Execution in Counterparts. . . . . . . . . . . . 18 Section 6.7. Binding Effect; Assignment . . . . . . . . . . . 18 -i- PAGE SECTION 6.8. GOVERNING LAW. . . . . . . . . . . . . . . . . . 18 Section 6.9. Severability of Provisions . . . . . . . . . . . 18 Section 6.10. Headings . . . . . . . . . . . . . . . . . . . . 18 Section 6.11. Integration. . . . . . . . . . . . . . . . . . . 19 EXHIBITS Exhibit A Certificate of Designations Exhibit B Exchange Share Certificate of Designations Exhibit C Registration Rights Agreement Exhibit D-1 Opinion of Sullivan & Cromwell, Special Counsel for the Company Exhibit D-2 Opinion of Robert S. Lemle, Esq., General Counsel of the Company SCHEDULES Schedule 1 Purchasers Schedule 2 Material Subsidiaries Schedule 3.1(c) Subsidiary Minority Interests; Liens Outstanding Warrants, Options, etc. Schedule 3.1(g) Litigation Schedule 3.1(j) Governmental Consents ANNEX Annex I Share Legend -ii- PREFERRED STOCK PURCHASE AGREEMENT PREFERRED STOCK PURCHASE AGREEMENT, dated as of March 30, 1994 (the "Agreement"), by and among Cablevision Systems Corporation, a Delaware corporation (the "Company"), and each of the purchasers listed on Schedule 1 hereto (the "Purchasers"). In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS ----------- Section 1.1. DEFINITIONS. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to any Person, any Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise. "Agreement" means this Agreement, as the same may be amended, supplemented or modified in accordance with the terms hereof and in effect. "Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in New York City are authorized or required by law to close. "Certificate of Designations" means the Certificate of Designations setting forth the relative rights, powers and limitations of the Preferred Stock, the form of which is set forth in Exhibit A to this Agreement. "Class A Common Stock" means the Class A Common Stock of the Company, par value $.01 per share. "Class B Common Stock" means the Class B Common Stock of the Company, par value $.01 per share. "Closing" has the meaning provided therefor in Section 2.1(b) of this Agreement. "Closing Date" has the meaning provided therefor in Section 2.1(b) of this Agreement. "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder as in effect on the date hereof. "Commission" means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act. "Common Stock" means the Class A Common Stock and the Class B Common Stock. "Company" means Cablevision Systems Corporation, a Delaware corporation. "Conversion Agency Agreement" means a conversion agency agreement, in form reasonably satisfactory to the Company, the holders of a majority of the Shares and the entity selected by the Company to act as Conversion Agent, as amended, supplemented or otherwise modified from time to time. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Share Certificate of Designations" means the Certificate of Designations setting forth the relative rights, powers and limitations of the Exchange Share Preferred Stock, the form of which is attached hereto as Exhibit D. "Exchange Share Preferred Stock" means the Company's Series F Redeemable Preferred Stock, having the terms set forth in the Exchange Share Certificate of Designations. "FCC" means the Federal Communications Commission. "Lien" means, with respect to any assets, any mortgage, lien, pledge, encumbrance, charge or security interest of any kind in or on such asset or the revenues or income thereon or therefrom. "Material Subsidiary" means any Subsidiary of the Company (i) the assets of which represent 10% or more of the assets of the Company and its Subsidiaries on a consolidated basis as at the end of the most recent fiscal quarter or (ii) which contributed 10% or more of the gross revenues of the Company and its subsidiaries on a consolidated basis during the most recent fiscal quarter, all of which Material Subsidiaries are listed on Schedule 2 hereto. A-R Cable Services, Inc., which -2- is not a consolidated Subsidiary of the Company, shall not be deemed to be a Material Subsidiary. "Person" means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind. "Preferred Stock" means the Company's Series E Redeemable Exchangeable Convertible Preferred Stock, having the terms set forth in the Certificate of Designations. "Purchaser" means each Person listed on Schedule 1 hereto, and its permitted successors and assigns under Section 6.7 as provided herein, including any Person who becomes a party hereto by executing and delivering a signature page hereto after the date of this Agreement. "Registration Rights Agreement" means the registration rights agreement, substantially in the form of Exhibit C hereto, as the same may be amended, supplemented or otherwise modified in accordance with its terms. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Shares" means the shares of Preferred Stock purchased by the Purchasers pursuant to this Agreement. "Subsidiary" means, with respect to any Person, (i) a corporation, a majority of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by a Subsidiary of such Person or by such Person and a Subsidiary thereof or (ii) any other Person (other than a corporation) in which such Person, a Subsidiary thereof or such Person and Subsidiary thereof, directly or indirectly, at the date of determination thereof has at least a majority ownership interest. ARTICLE II PURCHASE OF PREFERRED STOCK --------------------------- Section 2.1. PURCHASE OF PREFERRED STOCK; THE CLOSING. (a) Subject to the terms and conditions herein set forth, the Company agrees that it will sell to each Purchaser and each such Purchaser agrees, severally and not jointly, that it will purchase from the Company on the Closing Date the number of shares of Preferred Stock set forth opposite such Purchaser's name on Schedule 1 hereto at a price per share and for the -3- aggregate purchase price (the "Purchase Price") set forth on Schedule 1. The Preferred Stock shall have the terms set forth in the Certificate of Designations. (b) Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 6.2 hereof, the closing with respect to the purchase and sale of the Preferred Stock (the "CLOSING") shall take place on such date (the "CLOSING DATE") and at such time as the Company shall direct on one Business Day's prior notice to the Purchasers. The Closing shall occur at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017, or at such other place as the parties may mutually agree. At the Closing, the Company will deliver to each Purchaser one or more duly executed stock certificates, registered in such Purchaser's name (or the name of a nominee designated by such Purchaser), representing the number of shares of Preferred Stock set forth opposite such Purchaser's name on Schedule 1, against payment by such Purchaser of the purchase price therefor by wire transfer to the Company in immediately available funds, in the amount of the Purchase Price therefor, representing payment by such Purchaser in full for its Preferred Stock. ARTICLE III REPRESENTATIONS AND WARRANTIES ------------------------------ Section 3.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants, as of the date hereof and as of the Closing Date, as follows: (a) ORGANIZATION AND GOOD STANDING. Each of the Company and its Material Subsidiaries is a limited or general partnership or corporation, as the case may be, duly organized, validly existing and in good standing under the laws of the State of Delaware or other jurisdiction of its incorporation or organization. Each of the Company and its Material Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation, and authorized to do business, in each jurisdiction in which the ownership or leasing of its respective properties or the character of its respective operations makes such qualification necessary, except where failure to obtain such qualification, license, authorization or good standing would not individually or in the aggregate reasonably be expected to have a material adverse effect upon the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole). Each of the Company and its Material Subsidiaries has all requisite power and authority to own its respective assets and to carry on its respective businesses as presently conducted except where a lack of such -4- power or authority would not reasonably be expected to have a material adverse effect on the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole). The Company has furnished to any Purchaser which has requested in writing prior to the date hereof, and to all other Purchasers on the Closing Date, true and correct copies of the Company's Certificate of Incorporation and By-Laws as in effect on the date of this Agreement. Prior to the Closing, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware in accordance with Delaware General Corporation Law, and the Company shall have made no other amendment to or modification of its Certificate of Incorporation or By-Laws since the date of this Agreement. (b) CORPORATION AUTHORIZATIONS. The company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Registration Rights Agreement. The execution and delivery by the Company of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby on the Closing Date. (c) CAPITALIZATION. As of the date hereof (but without giving effect to any exercise of options or other rights to purchase or acquire capital stock of the Company pursuant to employee stock option plans from and after March 4, 1994), the authorized capital stock of the Company consists of 50,000,000 shares of Class A Common Stock, par value $.01 per share (of which 10,866,773 shares are issued and outstanding), 20,000,000 shares of Class B Common Stock, par value $.01 per share (of which 12,411,532 shares are issued and outstanding), and 10,000,000 shares of preferred stock, par value $.01 per share (of which 110,622 shares, designated as Series C Preferred Stock, are issued and outstanding). All of the outstanding shares of capital stock are duly and validly issued, fully paid and non-assessable and were not issued in violation of any of the preemptive rights of other stockholders. Except as set forth on Schedule 3.1(c), there are no (i) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever, in each case issued by the Company, relating to, or securities or rights, in each case issued by the Company, convertible into, shares of any capital stock of the Company, or contracts, commitments, written understandings or written arrangements by which the Company is or may become bound to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any shares of its capital stock or (ii) voting trusts or other written agreements or understandings with respect to the voting of the capital stock -5- of the Company or its Material Subsidiaries to which the Company is a party. Except as set forth in Schedule 3.1(c), all of the issued and outstanding capital stock of each of the Company's Material Subsidiaries (other than directors' qualifying shares, if any) is owned by the Company or its Subsidiaries, in each case free and clear of any Liens or contractual restrictions on transfer and all shares of such capital stock are duly and validly issued, fully paid and non-assessable. (d) NO MATERIAL ADVERSE CHANGE. Except as disclosed by the Company in the Form 10-K (as defined below) or in writing prior to the date hereof, except as to matters of a general economic or political nature or which relate generally to the cable industry, there has been no material adverse change or any development which could be reasonably expected to result in a material adverse change in the financial condition, properties, assets business or results of operations of the Company and its Subsidiaries (taken as a whole) subsequent to December 31, 1993. (e) CONFLICTING AGREEMENTS AND OTHER MATTERS. Assuming the compliance with state and foreign securities laws by, the accuracy of the representations and warranties of, and the performance of the agreements by, the Purchasers set forth in Section 3.2, neither the execution and delivery of this Agreement and the Registration Rights Agreement, nor fulfillment of nor compliance with the terms and provisions hereof or thereof, nor the issuance of the Shares, nor the payment of dividends on the Shares as contemplated by the Certificate of Designations, will (i) violate any provision of any United States federal or state statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any United States federal or state court or governmental authority presently in effect or in effect on the Closing Date having applicability to the Company assuming receipt or making of all consents, approvals, filings, registrations or notices as may be required under any applicable law in connection with (A) the issuance of the Exchange Share Preferred Stock or other preferred securities of the Company issuable upon exchange of the Shares pursuant to Section IX(D) of the Certificate of Designations ("OTHER EXCHANGE SHARES"), (B) the issuance of Class A Common Stock upon conversion of the Shares or (C) the fulfillment by the Company of its obligations under the Registration Rights Agreement and except such violations as would not reasonably be expected to have a material adverse effect on the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole), PROVIDED, HOWEVER, that the Company makes no representation as to the validity of any indemnification or contribution provision or as to the legality under Section 170 of the Delaware General Corporation Law of any future dividends, (ii) conflict with or result in a breach of or constitute a default under the Certificate of Incorporation or By-laws of the Company, (iii) require any consent, approval or notice (except for such consents, approvals or notices as have previously been made or -6- obtained) under, or conflict with or result in a breach of or constitute a default under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company or any of its Material Subsidiaries is a party on the date hereof or by which any of their respective properties is bound on the date hereof, except such conflicts or defaults as would not reasonably be expected to have a material adverse effect on the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole); PROVIDED, HOWEVER, that the Company makes no representation with respect to any consent, approval or notice that may be required in the future pursuant to any decision, directive or other action by any governmental authority made after the Closing Date, or (iv) result in or require the creation or imposition of any material Lien upon or with respect to any of the properties now owned by the Company or any of its respective Material Subsidiaries. (f) DUE EXECUTION, ETC. This Agreement constitutes, and the Registration Rights Agreement will constitute when executed and delivered by the Company on the Closing Date, legal, valid and binding obligations of the Company, enforceable in accordance with their terms, (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity, (ii) except that the remedies of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (iii) except that rights to indemnity and contribution under the Registration Rights Agreement may be limited by federal or state securities laws and (iv) assuming this Agreement and the Registration Rights Agreement constitute legal, valid and binding obligations of the Purchasers. (g) LITIGATION, PROCEEDINGS, ETC. Except as set forth on Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or, to the best knowledge of the Company, any investigation, pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Material Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federal, State, county, local or foreign) which relates to or challenges the legality, validity or enforceability of this Agreement, the Registration Rights Agreement or the Shares or which (i) would (individually or in the aggregate) reasonably be expected to have a material adverse effect on the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole), or (ii) would (individually or in the aggregate) reasonably be expected to impair the ability of the Company to perform fully on a timely basis any obligations which it has under this Agreement or the Registration Rights Agreement. -7- (h) NO DEFAULT OR VIOLATION. Neither the Company nor any of its Material Subsidiaries (i) is in default under or in violation of any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound, except such conflicts or defaults as would not reasonably be expected to have a material adverse effect on the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole), (ii) is in violation of any order of any court, arbitrator or governmental body, except for such violations as would not reasonably be expected to have a material adverse effect on the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole), or (iii) is in violation of any statute, rule or regulation of any governmental authority which would (individually or in the aggregate) reasonably be expected to (x) materially adversely affect the legality, validity or enforceability of this Agreement or the Registration Rights Agreement, (y) have a material adverse effect on the financial condition, properties, assets, business, or results of operations of the Company and its Subsidiaries (taken as a whole) or (z) materially adversely impair the Company's ability or obligation to perform fully on a timely basis any obligation which it has under this Agreement or the Registration Rights Agreement. (i) STATUS OF SHARES. The Shares have been duly authorized by all necessary corporate action on the part of the Company, and such Shares, when delivered to the Purchasers at the Closing against payment therefor as provided herein, will be validly issued, fully paid and non-assessable, and the issuance of such Shares is not and will not be subject to preemptive rights of any other stockholder of the Company. The shares of Class A Common Stock issuable upon conversion of the Shares and the shares of Exchange Share Preferred Stock or any Other Exchange Shares issuable upon exchange of the Shares, in any such case, if and when issued, will have been duly authorized by all necessary corporate action on the part of the Company, and such shares, if and when delivered to the holders of the Shares converting or exchanging their Shares, will be validly issued, fully paid and non-assessable, and the issuance of such shares upon conversion or exchange of the Shares is not and will not be subject to preemptive rights of any other stockholder of the Company. (j) GOVERNMENTAL CONSENTS, ETC. Except as may be required by any state securities or Blue Sky laws or as disclosed in Schedule 3.1(j) or as may be required under any applicable law in connection with the fulfillment by the Company of its obligations under the Registration Rights Agreement, and assuming the accuracy of the representations and warranties of, and the performance by, the Purchasers of the representations, warranties and agreements set forth in Section 3.2, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or -8- registration with, any court, governmental agency or regulatory authority or any securities exchange is required in connection with the execution, delivery or performance by the Company of this Agreement and the issuance, sale or delivery of (x) the Shares, (y) the issuance of Class A Common Stock upon conversion of the Shares or (z) the issuance of the Exchange Share Preferred Stock or Other Exchange Shares, except for the filing with the Secretary of State of the State of Delaware of the Certificate of Designations or, in the case of clause (z), the filing with the filing with the Secretary of State of the State of Delaware of the Exchange Share Certificate of Designations or the certificate of designations relating to a series of Other Exchange Shares, which will be duly effected prior to the time required for the due consummation of the transactions contemplated hereby and by the Certificate of Designations and subject in all respects to the assumptions and proviso in Section 3.1(e)(i). The Company and each of its Material Subsidiaries have made all filings and given all notices to governmental authorities and obtained all necessary ordinances, registrations, declarations, approvals, orders, trademarks, patents, trade names, service marks, licenses, trade secrets, consents, qualifications, franchises, certificates, permits and authorizations from any foreign, Federal, State or local government or governmental agency, department, commission, board, bureau, instrumentality or body or any governmental official, body or tribunal, to own or lease their respective properties and to conduct their respective facilities and businesses as now being conducted except where failure to do so would not reasonably be expected to have a material adverse effect on the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole). All such material authorizations, ordinances, consents, approvals, waivers, orders, trademarks, patents, trade names, service marks, trade secrets, franchise, permits, certifications, licenses, qualifications, exemptions, filings, declarations and registrations have been obtained or made, as the case may be, and are in full force and effect and not the subject of any pending or, to the Company's knowledge, threatened attack by appeal or direct proceeding or otherwise, except those which would not reasonably be expected to have a material adverse effect on the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole). (k) ERISA. In reliance upon and subject to the accuracy of the representations of the Purchasers contained in Section 3.2(d) hereof, the execution and delivery of this Agreement and Registration Rights Agreement and the sale of the Shares to be purchased by the Purchasers is not a prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) on the part of the Company or any of its Subsidiaries which is not exempt by statute, regulation or class exemption. The Company is in compliance in all material respects with all presently applicable provisions of ERISA; no "reportable event" (as defined in ERISA) has occurred with -9- respect to any "pension plan" (as defined in ERISA) for which the Company would have any material liability and the Company has delivered to each Purchaser a copy of any notice of any such "reportable event" filed with the Pension Benefit Guaranty Corporation within the last three years; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412 (whether or not waived) or 4971 of the Code; and each "pension plan" for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification. (l) SEC REPORTS. The Company has filed all reports required to be filed by it within the last 12 months under the Exchange Act on a timely basis, or has received a valid extension of such time of filing; the Company's draft Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (a copy of which has been supplied to the Purchasers) (collectively, the "Form 10-K"), will, upon filing, comply as to form in all material respects with the rules and regulations of the Commission under the Exchange Act and will not on the date of filing contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has not filed any Current Reports on Form 8-K since December 31, 1993. (m) FINANCIAL STATEMENTS. The Company's consolidated statements of condition as at December 31, 1993 and 1992, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ending December 31, 1993, all as included in the Form 10-K, have been prepared in all material respects in accordance with generally accepted accounting principles consistently followed throughout the periods involved (except as indicated in the notes thereto) and fairly present, the consolidated financial condition, results of operations, changes in stockholders' equity and cash flows of the Company and its Subsidiaries as of the dates and for the periods shown thereby, and the Company had no material liabilities, contingent or otherwise, not reflected in the balance sheet as of December 31, 1993, other than any such liabilities incurred in the ordinary course of business since December 31, 1993. (n) COMPLIANCE WITH LAWS. The Company and its Material Subsidiaries are in compliance in all material respects with all laws and regulations, including, without limitation, those relating to communications, broadcasting, environmental matters, equal employment opportunity, and employee safety, in all jurisdictions in which the Company and its Material Subsidiaries are presently doing business and where the failure -10- to effect such compliance would reasonably be expected to have a material adverse effect on the business, operations or financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries (taken as a whole). (o) TAXES. Federal income tax returns of the Company and its Material Subsidiaries have been closed through the fiscal year ended December 31, 1991. The Company and its Material Subsidiaries (i) have filed or been included in, and will, before the Closing Date, file or be included in, all returns, declarations and reports and information returns and statements required to be filed by them before the Closing Date relating to any Taxes (as defined below) with respect to any income, properties or operations of the Company or any of its Subsidiaries before the Closing Date (collectively, "RETURNS") and all such Returns were, or will be, correct and complete in all material respects and (ii) have timely paid or made provision for all Taxes that have been shown as due and payable on the Returns that have been filed and are not delinquent in the payment of any amount of Taxes attributable to settlements with governmental authorities. The term "Tax" or "Taxes" means with respect to any person a net income, gross income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, transfer, occupation, premium, property or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount imposed by any jurisdiction or other taxing authority (domestic or foreign) on such person. (p) INFORMATION PROVIDED TO THE PURCHASERS. No fact (other than matters of a general economic or political nature or which relate generally to the cable industry) is known to the Company which materially and adversely affects the business, assets or liabilities, financial condition, results of operations or business of the Company and its Material Subsidiaries taken as a whole which has not been set forth in the Financial Statements or otherwise disclosed to the Purchasers in writing (in the Form 10-K or otherwise) prior to the Closing Date. Section 3.2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. (a) INVESTMENT INTENT. Each Purchaser, severally and not jointly and as to itself only, represents and warrants to, and covenants and agrees with, the Company that the Preferred Stock to be acquired by it hereunder is being acquired for its own account for investment and with no intention of distributing or reselling such Preferred Stock or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States of America or any State. Each Purchaser acknowledges and agrees that the certificates representing the Shares shall bear a legend substantially in the -11- form of Annex I hereto. Each Purchaser, severally and not jointly and as to itself only, represents and warrants to the Company that it has not offered any of the Shares, Exchange Shares, Other Exchange Shares or shares of Class A Common Stock to any Person, except to not more than five "accredited investors" as defined in Rule 501(a) under the Securities Act that are financial institutions. (b) ACCREDITED INVESTOR. Each Purchaser, severally and not jointly and as to itself only, represents and warrants to, and covenants and agrees with, the Company that (i) at the time it was offered the Shares, it was, (ii) at the date hereof, it is, and (iii) at the Closing Date, it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act, and has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock, and has so evaluated the merits and risks of such investment, is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (c) AUTHORITY. Each Purchaser, severally and not jointly and as to itself only, represents and warrants to the Company that (i) the purchase of the indicated Shares by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of such Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) neither the execution and delivery of this Agreement and the Registration Rights Agreement nor the fulfillment of nor compliance with the terms and provisions hereof or thereof, nor the purchase of the indicated Shares conflicts with or violates its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the indicated Shares does not impose any penalty or other onerous condition on such Purchaser under or pursuant to any applicable law or governmental regulation. (d) PROHIBITED TRANSACTIONS. Each Purchaser, severally and not jointly and as to itself only, also represents and warrants to the Company that the Shares to be purchased by it are not being acquired, directly or indirectly, with the assets of any "employee benefit plan", within the meaning of Section 3(3) of ERISA (a "Benefit Plan") or, if the assets of a Benefit Plan are being used, directly or indirectly, for such acquisition, neither the acquisition nor holding of such Shares will result in a nonexempt prohibited transaction under ERISA or the Code. -12- (e) ACCESS TO INFORMATION. Each Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and the merits and risks of investing in the Preferred Stock; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Preferred Stock; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense. ARTICLE IV CONDITIONS PRECEDENT TO CLOSING Section 4.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASERS. The obligation of each Purchaser to purchase the Shares to be purchased by it hereunder is subject, on the Closing Date, to the prior or simultaneous satisfaction or waiver of the following conditions: (a) Such Purchaser shall have received opinions, addressed to it and each other Purchaser and dated the Closing Date, of Sullivan & Cromwell, special counsel for the Company, and Robert S. Lemle, Esq., General Counsel of the Company, substantially in the form of Exhibits D-1 and D-2 hereto. (b) The representations and warranties made by the Company herein shall be true and correct in all material respects (except for changes permitted or contemplated by this Agreement) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date and the Company shall have complied in all material respects with all agreements hereunder required to be performed by it at or prior to the Closing Date. (c) Except as disclosed by the Company in the Form 10-K or in writing prior to the date hereof, and except as to matters of a general economic or political nature or which relate generally to the cable industry, there shall not have occurred any material adverse change or any development involving a prospective material adverse change in the financial condition, business, assets, properties or results of operations of the Company and its Subsidiaries (taken as a whole) subsequent to December 31, 1993. (d) As to each Purchaser, the purchase of and payment for the Shares to be purchased by such Purchaser hereunder (i) shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation and (ii) shall not subject such Purchaser to any penalty, or in its reasonable -13- judgment, other onerous condition under or pursuant to any applicable law or governmental regulation that would materially reduce the benefits to the Purchaser of the purchase of the Shares (PROVIDED, HOWEVER, that such regulation, law or onerous condition was not in effect in such form at the date of this Agreement). (e) The Certificate of Designations shall have been filed with the Secretary of State of Delaware and become effective in accordance with the Delaware General Corporation Law. (f) The Closing Date shall not be later than 5:00 P.M., New York City time, on April 15, 1994. (g) On the Closing Date, such Purchaser shall have received a certificate, dated the Closing Date, signed by the chairman or a vice chairman of the board of directors of the Company or the president or chief executive officer of the Company and by the chief financial officer of the Company to the effect set forth in Sections 4.1(b), (c) and (k). (h) On the Closing Date, such Purchaser shall have received a certificate, dated the Closing Date, signed by the secretary or an assistant secretary of the Company and certifying (i) that attached thereto is a true, complete and correct copy of (A) the Company's Certificate of Incorporation and By-Laws and (B) resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the Registration Rights Agreement and the issuance of the Preferred Stock, (ii) the incumbency of officers executing this Agreement and the Registration Rights Agreement, and (iii) that attached thereto is a specimen of the stock certificate for the Preferred Stock. (i) The Company shall have entered into the Registration Rights Agreement for the benefit of the Purchasers, and such Purchaser shall have received a copy of such Registration Rights Agreement duly executed by the Company in favor of such Purchaser. (j) The Company shall, on or before the Closing Date, repurchase, repay or redeem (or take irrevocable actions to do so) $100,000,000 aggregate principal amount of the Company's indebtedness, which repurchase, repayment or redemption may be effected by a temporary repayment of the Company's revolving credit facility. (k) SIMULTANEOUS CLOSINGS. On the Closing Date the Company shall issue and sell, and the Purchaser shall purchase, Shares having an aggregate liquidation preference not less than $100,000,000. -14- Section 4.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY. The obligation of the Company to issue and sell the Preferred Stock to be issued by it hereunder is subject, as to each Purchaser severally and not jointly, on the Closing Date, to the prior or simultaneous satisfaction or waiver of the following conditions: (a) The representations and warranties made by such Purchaser herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date. (b) As to the Company, the sale of the Preferred Stock hereunder (i) shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation and (ii) shall not subject the Company to any penalty, or in its reasonable judgment, other onerous condition under or pursuant to any applicable law or governmental regulation that would materially reduce the benefits to the Company of the sale of the Shares to such Purchaser (PROVIDED, HOWEVER, that such regulation, law or onerous condition was not in effect in such form at the date of this Agreement). (c) The Closing Date shall not be later than 5:00 P.M., New York City time, on April 15, 1994. (d) The Certificate of Designations shall have been filed with the Secretary of State of Delaware and become effective in accordance with the Delaware General Corporation Law. ARTICLE V COVENANTS Section 5.1. FURNISHING OF INFORMATION. As long as a Purchaser owns Preferred Stock, the Company will promptly furnish to such Purchaser all reports filed by it pursuant to Section 13(a) or 15(d) of the Exchange Act (or if the Company is not as the time required to file reports pursuant to said Section 13(a) or 15(d), annual and quarterly reports comparable to those required by Sections 13(a) or 15(d) of the Exchange Act), and any compliance certificates delivered by it pursuant to any agreement or instrument relating to senior indebtedness of the Company. Section 5.2. HOME OFFICE PAYMENTS. As long as a Purchaser shall hold shares of Preferred Stock with an original aggregate purchase price of $5,000,000 or more, the Company will pay all amounts payable with respect to such Shares (other than amounts payable upon redemption which shall be payable against surrender of the Preferred Stock certificates) before 12:00 noon, -15- New York time, on the date any such payment is due, by wire transfer of immediately available funds to the account of such Purchaser in a bank in the United States or to such other account in the United States as, in any such case, such Purchaser may designate in writing to the Company from time to time a reasonable time prior to the payment date. Section 5.3. FILING OF EXCHANGE SHARE CERTIFICATE OF DESIGNATIONS. Not later than 30 days after the Closing Date, the Company shall file the Exchange Share Certificate of Designations, substantially in the form attached hereto as Exhibit B, with the Secretary of State of the State of Delaware. Section 5.4. ANNUAL TAX ADJUSTMENT CALCULATION. As soon as practicable after the time of the filing of the U.S. federal income tax return (the "Return") of the Company beginning with the first Return filed after the Closing, the Company will provide annually to the Holder a written notice describing the amounts that would be payable by the Company to the Holder with respect to the Tax Adjustment for such Return year. ARTICLE VI MISCELLANEOUS Section 6.1. SURVIVAL OF PROVISIONS. The representations, warranties and covenants of the Company and the Purchasers made herein and each of the provisions of Articles V and VI shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of any Purchaser or the Company, as the case may be, or (b) acceptance of any of the Preferred Stock and payment by the Purchasers therefor and retirement thereof. Section 6.2. TERMINATION. This Agreement may be terminated (as between the party electing so to terminate it and the counterparty to which termination is directed) by giving written notice of termination to the applicable counterparty at any time prior to the Closing Date: (a) By the Company if any of the conditions specified in Section 4.2 of this Agreement has not been met or waived by the Company pursuant to the terms of this Agreement by 3:00 P.M., New York City time on April 15, 1994; or (b) By any Purchaser if any of the conditions specified in Section 4.1 of this Agreement has not been met or waived by such Purchaser pursuant to the terms of this Agreement by 3:00 P.M., New York City time on April 15, 1994. -16- Section 6.3. NO WAIVER; MODIFICATIONS IN WRITING. (a) No failure or delay on the part of the Company or any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Purchaser at law or in equity. No waiver of or consent to any departure by the Company or any Purchaser from any provision of this Agreement shall be effective unless signed in writing by the Company on the one hand or Purchasers holding 60% of the Shares calculated on the basis of liquidation preferences, PROVIDED that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company on the one hand or Purchasers holding 60% of the Shares. Any amendment, supplement or modification of or to this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on any party hereto in any case shall entitle any other party hereto to any other or further notice or demand in similar or other circumstances. Section 6.4. COMMUNICATIONS. All notices and demands provided for hereunder shall be in writing, and shall be given by registered or certified mail, return receipt requested, telex, telegram, telecopy, courier service or personal delivery, and, if to any Purchaser, addressed to such Purchaser as shown on the execution pages hereof or to such other address as such Purchaser may designate to the Company in writing and, if to the Company shall be given at: One Media Crossways Woodbury, New York 11797 Attention: General Counsel, or to such other address as the Company may designate in writing, and shall be deemed given when received. Section 6.5. COSTS, EXPENSES AND TAXES. The Company shall pay or reimburse each of the Purchasers for (a) the reasonable fees and expenses of counsel to the Purchasers in connection with (i) the negotiation, preparation, execution and delivery of this Agreement, the Registration Rights Agreement and the other documents contemplated hereby or referred to herein or therein, and the issuance of the Shares and (ii) any amendment, modification or waiver of any of the terms of this Agreement, the Registration Rights Agreement or any of such other documents, (b) all reasonable costs and expenses of the Purchasers (including reasonable counsels' fees) in connection with the enforcement of this Agreement, the Registration Rights Agreement and the other -17- documents contemplated by or referred to herein or therein in the event of an enforcement action arising from any bankruptcy or insolvency of the Company or from any action or dispute between the Company and any of its creditors in which the Purchasers reasonably determine that their intervention is reasonably required in order to protect their rights and interests hereunder or thereunder; and (c) all stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Registration Rights Agreement or any other document referred to herein. Section 6.6 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Section 6.7. BINDING EFFECT; ASSIGNMENT. The rights and obligations of any Purchaser under this Agreement may not be assigned to, or assumed by, as the case may be, any other Person except that a Purchaser may assign its rights and obligations under Article V to a Permitted Transferee (as defined in the Certificate of Designations) and the Company may assign its rights and obligations with the prior written consent of Purchasers holding 60% or more of the Shares, which consent shall not be unreasonably withheld. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement, and their respective successors and permitted assigns. This Agreement shall be binding upon the Company and each Purchaser, and their respective successors and permitted assigns. SECTION 6.8. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Section 6.9 SEVERABILITY OF PROVISIONS. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Section 6.10. HEADINGS. The Article and Section headings and Table of Contents used or contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. -18- Section 6.11 INTEGRATION. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement among the parties with respect to the purchase and sale of the Preferred Stock and there are no promises or undertakings with respect thereto relative to the subject matter hereof not expressly set forth or referred to herein or in the Registration Rights Agreement. -19- PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its officers hereunto duly authorized, as of the date first above written. CABLEVISION SYSTEMS CORPORATION By: /s/ ___________________________________ Name: Title: -20- PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE Accepted and Agreed as of the date first above written TORONTO-DOMINION INVESTMENTS, INC. By: /s/ ______________________________ Name: Title: Address: 909 Fannin Street Suite 1700 Houston, Texas 77010 Telecopier: (713) 951-9921 Attention: Ms. Carol Clause, President -21- EX-10.57 6 DOC 6 EXHIBIT 10.57 REGISTRATION RIGHTS AGREEMENT By and Among CABLEVISION SYSTEMS CORPORATION, as Issuer and EACH OF THE PURCHASERS REFERRED TO HEREIN ____________________ Dated as of March 30, 1994 ____________________ TABLE OF CONTENTS Page ---- SECTION 1. DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Certain Definitions . . . . . . . . . . . . . . . . . . 1 1.2 Other Definitional Provisions . . . . . . . . . . . . . 4 SECTION 2. REGISTRATION UNDER THE SECURITIES ACT . . . . . . . . . . . . 5 2.1 Demand Registration . . . . . . . . . . . . . . . . . . 5 2.2 Automatic Registration. . . . . . . . . . . . . . . . . 5 2.3 Registration of Dividend Shares . . . . . . . . . . . . 6 2.4 Change of Control Registration. . . . . . . . . . . . . 7 2.5 Registration of Other Exchange Shares . . . . . . . . . 7 2.6 Costs and Expenses, etc.. . . . . . . . . . . . . . . . 7 2.7 Extension . . . . . . . . . . . . . . . . . . . . . . . 7 SECTION 3. REGISTRATION PROCEDURES . . . . . . . . . . . . . . . . . . . 8 3.1 Procedures. . . . . . . . . . . . . . . . . . . . . . . 8 3.2 Holders' Obligations. . . . . . . . . . . . . . . . . . 11 3.3 Selection of Underwriters, etc. . . . . . . . . . . . . 13 SECTION 4. LIMITATIONS ON SALE RIGHTS. . . . . . . . . . . . . . . . . . 13 4.1 Notification of Sales . . . . . . . . . . . . . . . . . 13 4.2 Extension of Sale Window. . . . . . . . . . . . . . . . 14 4.3 Commencement of New Sale Window . . . . . . . . . . . . 14 4.4 Certain Sales . . . . . . . . . . . . . . . . . . . . . 14 SECTION 5. INDEMNIFICATION; CONTRIBUTION . . . . . . . . . . . . . . . . 14 5.1 Indemnification by the Company. . . . . . . . . . . . . 14 5.2 Indemnification by Holders. . . . . . . . . . . . . . . 15 5.3 Conduct of Indemnification Proceedings. . . . . . . . . 15 5.4 Contribution. . . . . . . . . . . . . . . . . . . . . . 16 SECTION 6. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 17 6.1 Commission Filings. . . . . . . . . . . . . . . . . . . 17 6.2 Remedies. . . . . . . . . . . . . . . . . . . . . . . . 17 6.3 No Inconsistent Agreements. . . . . . . . . . . . . . . 17 6.4 Amendments and Waivers. . . . . . . . . . . . . . . . . 18 6.6 Successors and Assigns. . . . . . . . . . . . . . . . . 18 6.7 Severability. . . . . . . . . . . . . . . . . . . . . . 18 6.8 Headings. . . . . . . . . . . . . . . . . . . . . . . . 18 6.9 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . 19 6.10 Counterparts. . . . . . . . . . . . . . . . . . . . . . 19 6.11 Entire Agreement. . . . . . . . . . . . . . . . . . . . 19 -i- REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of March 30, 1994 among Cablevision Systems Corporation, a Delaware corporation (the "COMPANY"), and the persons listed on schedule 1 hereto (each, a "PURCHASER"; collectively, the "PURCHASERS"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the parties hereto have entered into a Preferred Stock Purchase Agreement dated as of the date hereof (the "STOCK PURCHASE AGREEMENT"), which provides for the sale by the Company to the Purchasers of the Company's Series E Redeemable Exchangeable Convertible Preferred Stock, par value $.01 per share (the "SHARES"); and WHEREAS, in order to induce the Purchasers to enter into the Stock Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement, the execution of which is a condition to the closing under the Stock Purchase Agreement; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. DEFINED TERMS 1.1 CERTAIN DEFINITIONS. (a) Unless otherwise defined herein, terms which are defined in the Certificate of Designations (as defined below) and used herein are so used as so defined. (b) The following terms shall have the following meanings: "AGREEMENT" shall mean this Registration Rights Agreement, as amended, supplemented or otherwise modified from time to time. "CERTIFICATE OF DESIGNATIONS" shall mean the certificate of designations relating to the Shares, the form of which is attached as Exhibit A to the Stock Purchase Agreement. "CLASS A COMMON STOCK" shall mean the Class A Common Stock, par value $.01 per share, of the Company. "CLOSING DATE" shall mean the Closing Date as defined in the Stock Purchase Agreement. "COMMISSION" shall mean the Securities and Exchange Commission. 2 "CONVERSION SHARES" shall mean the shares of Class A Common Stock, which are issuable from time to time upon conversion of the Shares in accordance with the Certificate of Designations. "COMPANY" shall have the meaning set forth in the preamble and shall also include the Company's successors. "DIVIDEND SHARES" shall mean the shares of Class A Common Stock, par value $.01 per share, of the Company, which may be issued by the Company from time to time in lieu of cash as dividends on the Shares or on Exchange Shares in accordance with the certificate of designations for any such series of preferred stock of the Company. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time. "HOLDER" shall mean the Purchasers and such of their respective permitted successors and Permitted Transferees who acquire Shares, Exchange Shares and/or Conversion Shares from such Purchasers in accordance with and subject to the terms of the Stock Purchase Agreement and the Certificate of Designations. "PERSON" shall mean an individual, partnership, corporation, trust, or unincorporated organization, or a government or agency or political subdivision thereof. "PROSPECTUS" shall mean the prospectus included in the Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any of the Exchange Shares and/or Conversion Shares covered by the Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. "PURCHASERS" shall have the meaning set forth in the preamble. "REGISTER", "REGISTERED" and "REGISTRATION" refer to a registration of Registrable Securities effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of the effectiveness of such registration statement. "REGISTRABLE SECURITIES" shall mean any Conversion Shares, Exchange Shares or securities of the Company issuable upon exchange of the Shares pursuant to Section IX(D) of the Certificate of Designations ("Other Exchange Shares") at any time owned or held by a Holder, or to be 3 owned or held by a Holder upon the conversion or exchange of the Shares pursuant to the Certificate of Designations; PROVIDED that, as to any particular securities, such securities will cease to be Registrable Securities when (i) they have been sold to the public pursuant to an effective registration statement or pursuant to Rule 144 promulgated under the Securities Act by the Commission or any similar rule then in effect, (ii) they have not been disposed of pursuant to an effective Registration Statement within three years from the date such Registration Statement is declared effective by the Commission, or such longer period as the Company's obligation to keep such Registration Statement effective is extended in accordance with Section 3.2(c) hereof, or (iii) such Registrable Securities shall have ceased to be outstanding under the Certificate of Designations or the certificate of designations under which the Exchange Shares or Other Exchange Shares are issued. "REGISTRATION EXPENSES" shall mean any and all expenses incident to performance of or compliance with this Agreement by the Company, including without limitation: (i) all Commission or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Securities), (iii) all expenses incurred by the Company in preparing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, and other documents relating to the performance of and compliance with this Agreement by the Company, (iv) all fees and expenses incurred by the Company in connection with the listing, if any, of the Registrable Securities on any securities exchange or quotation system, (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, and (vi) the reasonable fees and expenses of one counsel to the Holders, which counsel shall be selected by the Required Holders; PROVIDED that underwriting discounts and selling commissions, fees and expenses and any transfer taxes on any Holder's Registrable Securities incurred in connection with any registration and sale of Registrable Securities shall not be Registration Expenses. "REGISTRATION STATEMENT" shall mean a registration statement of the Company on an appropriate form under the Securities Act, as filed by the Company with the Commission, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 4 "REQUIRED HOLDERS" shall mean the Holders of 60% of the aggregate number of Shares, Exchange Shares and Imputed Shares (as defined below) outstanding and, for purposes of Section 6.2, a majority of the Shares, Exchange Shares and Imputed Shares affected by any amendment, modification, supplement, waiver or consent to departure referred to therein. For purposes of this definition, (i) "IMPUTED SHARES" means the Conversion Shares but holders of Conversion Shares shall, for purposes of computations involving Required Holders, act as holders of Imputed Shares on the basis of the average rate at which Shares were converted into Imputed Shares and Conversion Shares shall cease to be Imputed Shares when they are no longer Registrable Securities and (ii) Shares, Exchange Shares and Conversion Shares owned of record or beneficially by the Company or any affiliate of the Company shall be disregarded and deemed not to be outstanding for purposes of this definition. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended from time to time. "SHARES" shall have the meaning set forth in the preamble. "STOCK PURCHASE AGREEMENT" shall have the meaning set forth in the preamble. "UNDERWRITER" shall mean each underwriter, including a managing underwriter, of an Underwritten Offering. Any managing underwriter of an offering of Registrable Securities must be a nationally recognized investment banking firm in good regulatory standing in all appropriate jurisdictions and reasonably acceptable to the Company. "UNDERWRITTEN OFFERING" shall mean a sale of Registrable Securities by the Holders thereof to an Underwriter or Underwriters for reoffering to the public. 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. (b) All matters of an accounting nature in connection with this Agreement and the transactions contemplated hereby shall be determined in accordance with generally accepted accounting principles. (c) As used herein, the neuter gender shall also denote the masculine and feminine, and the masculine gender shall also denote the neuter and feminine, where the context so permits. (d) The words "hereof," "herein" and "hereunder", and words of similar import, when used in this Agreement shall refer 5 to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, paragraph, schedule and exhibit references are to this Agreement unless otherwise specified. SECTION 2. REGISTRATION UNDER THE SECURITIES ACT 2.1 DEMAND REGISTRATION. (a) From and after the Closing Date, upon the written request of the Required Holders, the Company shall cause to be registered in accordance with Section 2.1(c) an indeterminate number of Registrable Securities which are Exchange Shares, which Registrable Securities shall have a proposed maximum aggregate offering price of at least $125,000,000 (the "DEMAND SHARES"). (b) To facilitate the requested registration under Section 2.1(a), the Company shall cause the registration statement to be filed under this Section 2.1 to be a "shelf" registered offering pursuant to Rule 415 of the Securities Act (unless such Rule shall be inapplicable to the proposed registration) covering all of the Demand Shares, which registration statement shall provide for the sale by the Holders, from time to time, of the Demand Shares in brokers' transactions, block sales, fixed price offerings or otherwise. (c) The Company shall use its best efforts to file a registration statement covering the Demand Shares as soon as practicable after receipt of the written request of the Required Holders, but in no event later than 30 days after the receipt of such request, and shall use its best efforts to cause such registration statement to be declared effective pursuant to the Securities Act as soon as practicable, but in no event later than 60 days after the filing thereof. The Company shall use its best efforts to maintain the effectiveness of such Registration Statement (or another Registration Statement covering the Demand Shares) for a period of three years from the effective date thereof. 2.2 AUTOMATIC REGISTRATION. (a) If, after April 1, 1995 and prior to April 1, 1996, the conversion rights of the Holders shall not be in abeyance pursuant to Section VII(G) of the Certificate of Designations, the Company shall cause to be registered in accordance with Section 2.2(d) an indeterminate number of Registrable Securities (which Registrable Securities shall include both Exchange Shares and Conversion Shares), which Registrable Securities shall have a proposed maximum aggregate offering price of at least $125,000,000. (b) No later than April 1, 1996, the Company shall cause to be registered in accordance with Section 2.2(e) an indeterminate number of Registrable Securities (which Registrable Securities shall include both Exchange Shares and Conversion Shares), which Registrable Securities shall have a proposed 6 maximum aggregate offering price of at least $125,000,000; PROVIDED, HOWEVER, that, if the Company shall have caused the registration of the Registrable Securities pursuant to Section 2.2(a) or if all of the Registrable Securities are Exchange Shares and the Company shall have caused the registration of the Registrable Securities pursuant to Section 2.1(a), which registration statement, in either case, remains effective, the Company shall not be required to effect a registration of such Registrable Securities pursuant to this Section 2.2(b). (c) To facilitate the requested registration under Section 2.2(a) or 2.2(b), the Company shall cause the registration statement to be filed under this Section 2.2 to be a "shelf" registered offering pursuant to Rule 415 of the Securities Act (unless such Rule shall be inapplicable to the proposed registration) covering all of the Registrable Securities, which registration statement shall provide for the sale by the Holders, from time to time, of the Registrable Securities in brokers' transactions, block sales, fixed price offerings or otherwise. (d) If the Company shall be required to register Registrable Securities pursuant to Section 2.2(a), the Company shall use its best efforts to file a registration statement (or, if a Registration Statement shall then be effective pursuant to Section 2.1, the Company shall file a post-effective amendment thereto) covering the Registrable Securities as soon as practicable following the date on which the conversion rights of the Holders shall not be suspended pursuant to Section VII(G) of the Certificate of Designations, but in no event later than 15 days thereafter, and shall use its best efforts to cause such registration statement (or post-effective amendment) to be declared effective pursuant to the Securities Act as soon as practicable, but in no event later than 60 days after the filing thereof. The Company shall use its best efforts to maintain the effectiveness of such Registration Statement (or another Registration Statement covering the Registrable Securities) for a period of three years from the effective date thereof. (e) If the Company shall be required to register Registrable Securities pursuant to Section 2.2(b), the Company shall use its best efforts to maintain the effectiveness of such Registration Statement (or another Registration Statement covering the Registrable Securities) for a period of three years from the effective date thereof. 2.3 REGISTRATION OF DIVIDEND SHARES. If, at any time, the Company elects to issue Dividend Shares, prior to the declaration and payment of such Dividend Shares, the Company shall have caused a registration statement covering such Dividend Shares to be declared effective and such Registration Statement shall be and remain effective on the date of payment thereof and for the period of at least 10 Business Days thereafter. 7 2.4 CHANGE OF CONTROL REGISTRATION. On or prior to the occurrence of a Trigger Date, the Company shall use its best efforts to file a registration statement (or, if a Registration Statement shall then be effective pursuant to this Section 2, the Company shall, if necessary, file a post-effective amendment thereto) covering the Registrable Securities and shall use its best efforts to cause such registration statement (or post-effective amendment) to be declared effective pursuant to the Securities Act as soon as practicable, but in no event later than 60 days after the filing thereof. The Company shall use its best efforts to maintain the effectiveness of such Registration Statement (or another Registration Statement covering the Registrable Securities) for a period of three years from the effective date thereof. 2.5 REGISTRATION OF OTHER EXCHANGE SHARES. If a Holder shall hold Registrable Securities which are Other Exchange Shares, the Company shall use its best efforts to file a registration statement (or, if a Registration Statement shall then be effective pursuant to this Section 2, the Company shall, if necessary, file a post-effective amendment thereto) covering such Other Exchange Shares within 15 days of the date of the issuance of the Alternate Exchange Shares or such later date that is the second Business Day following the expiration of any "black-out" period specified in the underwriting agreement covering the Alternate Exchange Shares and shall use its best efforts to cause such registration statement (or post-effective amendment) to be declared effective pursuant to the Securities Act as soon as practicable, but in no event later than 60 days after the filing thereof. The Company shall use its best efforts to maintain the effectiveness of such Registration Statement (or another Registration Statement covering the Registrable Securities) for a period of three years from the effective date thereof. 2.6 COSTS AND EXPENSES, ETC. (a) The Company shall pay all Registration Expenses in connection with any registration of Registrable Securities pursuant to this Agreement. (b) Upon any sale of Registrable Securities by a Holder, such Holder shall pay all brokerage commissions, underwriting discounts and commissions, transfer taxes, if any, and fees and expenses related thereto relating to the sale or disposition of such Holder's Registrable Securities. 2.7 EXTENSION. Notwithstanding anything herein to the contrary, if the notice demanding or the event requiring a registration of Registrable Securities is received or occurs after January 15 of any year, then the time for filing a registration statement covering such Registrable Securities shall be extended to March 31 of such year. 8 SECTION 3. REGISTRATION PROCEDURES 3.1 PROCEDURES. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company shall keep each Holder participating in such registration advised in writing as to the initiation and progress of each such registration, qualification and compliance and as to the completion thereof. In addition, at its expense, the Company shall: (a) prepare and file with the Commission, within the time period specified in Section 2, a Registration Statement on any appropriate form under the Securities Act, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the Commission to be filed or incorporated by reference therewith, and use its best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2; (b) prepare and file with the Commission such amendments and post- effective amendments to such Registration Statement as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration statements and as may be necessary to keep such Registration Statement effective for the applicable period; (c) cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act to the extent required thereby; (d) furnish to each Holder of Registrable Securities, each Broker through whom Registrable Securities are sold and each Underwriter of an Underwritten Offering, without charge, as many copies of each Prospectus, including each preliminary prospectus, and any amendment or supplement thereto, and such other documents as such Holder, Broker or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; (e) use its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities included in the Registration Statement, each Broker or the managing Underwriter of an Underwritten Offering shall reasonably request in writing; PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify generally to do business as a foreign 9 corporation or as a broker-dealer in any jurisdiction where it would not otherwise be required to qualify but for this provision, (ii) subject itself to taxation in any such jurisdiction or (iii) submit to the general service of process in any such jurisdiction; (f) notify each Holder of Registrable Securities, each Broker and each Underwriter of an Underwritten Offering promptly and, if requested by the recipient of such notice, confirm such advice in writing, (i) when such Registration Statement has become effective and when any post-effective amendments thereto become effective, (ii) of any request by the Commission or any state securities authority for amendments and supplements to such Registration Statement or to any Prospectus or for additional information, (iii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, (iv) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (v) of the occurrence of any event during the period the Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading; (g) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such Registration Statement at the earliest possible time; (h) upon request, furnish to each Holder, each Broker and each Underwriter of an Underwritten Offering, without charge, as many conformed copies of such Registration Statement and any post-effective amendment thereto (and, if an Underwriter or Broker shall reasonably request, a signed copy of such Registration Statement or post-effective amendment thereto), including financial statements and schedules, all documents incorporated therein by reference and at least one copy of all exhibits, as such Holder, Broker or Underwriters may reasonably request; (i) cooperate with the selling Holders of Registrable Securities, any Broker and the Underwriters of an Underwritten Offering, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be registered in such names as the selling Holders or the Underwriters of an Underwritten Offering, if any, may 10 reasonably request at least three business days prior to any sale of Registrable Securities; (j) during the period when the Company has agreed to use its best efforts to keep the Registration Statement continuously effective pursuant to Section 2, if any event contemplated by Section 3.1(f)(v) shall occur, or, if for any other reason it shall be necessary during such period to amend or supplement such Prospectus to comply with the Securities Act, use its best efforts to prepare and file with the Commission a supplement to the Prospectus or, if necessary, a post-effective amendment to the Registration Statement or an amendment to any document incorporated therein by reference or a report on the appropriate form under the Exchange Act so that thereafter such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will comply with the Securities Act; (k) enter into an underwriting agreement with an Underwriter or Underwriters, as the case may be, providing for the sale of the Registrable Securities in an Underwritten Offering and/or enter into a sales agency agreement providing for, among other things, the appointment by the Holders of a nationally recognized investment banking firm reasonably satisfactory to the Company to act as sales agent on their behalf, or, in the case of sales of Registrable Securities through a Broker, enter into a terms agreement with a Broker, each of which agreements shall be customary in form, substance and scope and shall contain customary representations, warranties, covenants and indemnities and require customary opinions of counsel and accountants' "COLD COMFORT" letters and certificates; and use its best efforts to obtain any such opinions of counsel and accountants' "COLD COMFORT" letters referred to in such underwriting agreement, sales agency agreement or terms agreement, and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of the Registrable Securities as contemplated by such agreements; (l) make available to its security holders, as soon as practicable, an earnings statement covering a period of at least twelve months which satisfies the provisions of Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (m) upon the reasonable request of the selling Holders in connection with an Underwritten Offering, provide to such Holders and the managing Underwriter thereof (and any of their respective legal counsel) reasonable access to appropriate Company officers and employees, its attorneys 11 and its independent public accountants to answer questions and to supply information reasonably requested by any such Holder or managing Underwriters in connection with the Registration Statement and/or the Prospectus as they shall reasonably determine to be necessary to enable them to conduct a reasonable investigation within the meaning of the Securities Act; PROVIDED that the Company shall only be required to provide such access and supply such information two times in any 12 month period; (n) upon the reasonable request of the selling Holders in connection with an Underwritten Offering in which the aggregate offering price of the Registrable Securities proposed to be sold is at least $25,000,000, participate in informational "road show" meetings arranged by such Holders or managing Underwriter thereof; PROVIDED that the Company shall only be required to participate in one series of such "road-show" meetings in any 12 month period; (o) within a reasonable time prior to the filing of the Registration Statement, any amendment to the Registration Statement or supplement to a Prospectus, (PROVIDED that this clause (o) shall not apply to the filing of any document incorporated by reference in such Registration Statement or Prospectus), provide copies of such document to the selling Holders of Registrable Securities, any Broker and the Underwriters or managing Underwriters of an Underwritten Offering, if any, and make such of the representatives of the Company as shall be reasonably requested available for discussion of such document; and (p) if the Registrable Securities are Conversion Shares and if requested by the selling Holders, cause such Registrable Securities to be listed on the principal securities exchange or quotation system, if any, on which securities of the Company shall then be listed. 3.2 HOLDERS' OBLIGATIONS. (a) If Registrable Securities owned by a Holder are included in any registration, such Holder shall furnish the Company such information regarding itself and the distribution proposed by such Holder as the Company may reasonably request, including, without limitation, providing the Company with questionnaires, as are customary for similar transactions, and which the Company may reasonably request or as may be required by applicable securities laws and regulations, and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. Each Holder of Registrable Securities for which any registration is being effected agrees to notify the Company promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the happening of any event, in either case as a result of which any Prospectus relating to such registration contains an 12 untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omits to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to furnish to the Company promptly any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to such Holder or the distribution of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3.1(f)(iii) or 3.1(f)(v), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.1(j), and, if so directed by the Company, such Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus current at the time of receipt of such notice. (c) Each Holder agrees that, upon receipt of any notice from the Company that it is in the process of a registered offering of securities and the Company reasonably deems it to be advisable to temporarily discontinue disposition of Registrable Securities pursuant to the Registration Statement (a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement and shall not be entitled to the benefits provided under Section 5 with respect to any sales made by it in contravention of this paragraph, until further notice from the Company that disposition of Registrable Securities may resume; PROVIDED that such further notice will be given within 120 days of the Suspension Notice; PROVIDED FURTHER that, if a Trigger Date shall occur during the period between the delivery of the Suspension Notice and the end of the 120 day period referred to above, the Company shall deliver such further notice as soon as reasonably practicable following such Trigger Date; and PROVIDED FURTHER that any Suspension Notice must be based upon a good faith determination of the Board of Directors of the Company or the Executive Committee thereof that such Suspension Notice is necessary. If the Company shall give any Suspension Notice, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received notice that the Suspension Notice has been withdrawn. 13 3.3 SELECTION OF UNDERWRITERS, ETC. If a Registration Statement relates to Registrable Securities of more than one Holder, those Holders will enter into a written agreement or arrangement, in form reasonably satisfactory to the Company, providing for the coordination of their sales through one Broker, Underwriter or syndicate of Underwriters. Any such Broker or Underwriter shall be selected by the such Holders (and be reasonably acceptable to the Company) and shall be a nationally recognized investment banking firm in good regulatory standing in all appropriate jurisdictions. SECTION 4. LIMITATIONS ON SALE RIGHTS 4.1 NOTIFICATION OF SALES. Whenever a Holder intends to sell Registrable Securities pursuant to an effective Registration Statement, such Holder shall give the Company notice of any such intention no later than 45 days prior to the day on which such Holder intends to make the first such sale (the "FIRST SALE DATE") and sales may only be made during the period referred to in the next succeeding sentence. Commencing on the First Sale Date and continuing for a period of 60 consecutive days (such period, as it may be extended pursuant to Section 4.2, the "SALE WINDOW"), any Holder may elect to sell Registrable Securities pursuant to such Registration Statement by giving the Company not less than two full Business Days' prior written notice thereof (a "SALE NOTICE"), which shall specify whether the sale is to be through a Broker, in an Underwritten Offering or otherwise. Notwithstanding the foregoing, each Holder agrees that, upon receipt of a Suspension Notice from the Company setting forth the occurrence of an event described in Section 3.1(f)(v) and the Company reasonably deems it to be advisable to discontinue temporarily disposition of Registrable Securities pursuant to the Registration Statement, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement and shall not be entitled to the benefits provided under Section 5 with respect to any sales made by it in contravention of this paragraph, until further notice from the Company that disposition of Registrable Securities may resume; PROVIDED that such further notice will be given within 120 days of the Suspension Notice; PROVIDED FURTHER that, if a Trigger Date shall occur during the period between the delivery of the Suspension Notice and the end of the 120 day period referred to above, the Company shall deliver such further notice as soon as reasonably practicable following such Trigger Date; and PROVIDED FURTHER that any Suspension Notice must be based upon a good faith determination of the Board of Directors of the Company or the Executive Committee thereof that such Suspension Notice is necessary. If the Company shall give any Suspension Notice pursuant to this Section 4, the Company shall extend the Sale Window by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received notice that the Suspension Notice has been withdrawn. 14 4.2 EXTENSION OF SALE WINDOW. So long as all of the Registrable Securities have not been sold, upon not less than 15 days' prior written notice given prior to the last day of the original Sale Window, a Holder may extend the Sale Window for an additional 30 days from its original expiration date, so that the Sale Window will expire on the date which is 90 days after the First Sale Date. 4.3 COMMENCEMENT OF NEW SALE WINDOW. Notwithstanding Section 4.1, from and after the expiration of any Sale Window until the date which is 135 days after the last day of such Sale Window, no Holder shall be permitted to provide to the Company notice of a new First Sale Date. From and after such 135th day, any Holder may provide notice of a new First Sale Date pursuant to Section 4.1. 4.4 CERTAIN SALES. Notwithstanding anything in this Agreement to the contrary, registrations and sales of Dividend Shares and of Conversion Shares following the occurrence of a Trigger Date shall not be subject to the foregoing provisions of this Section 4. SECTION 5. INDEMNIFICATION; CONTRIBUTION 5.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless each Person who participates as an underwriter within the meaning of the Securities Act (including any Broker or securities dealer participating in the distribution of Registrable Securities) (any such Person being an "UNDERWRITER"), each Holder and each Person, if any, who controls any Holder or Underwriter within the meaning of Section 15 of the Securities Act against any losses, claims, damages, expenses or liabilities, joint or several, to which such Underwriter, Holder or Person who controls any Holder or Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter, Holder or Person who controls any Holder or Underwriter for any legal or other expenses reasonably incurred by such Underwriter, Holder or Person who controls any Holder or Underwriter in connection with investigating or defending any such action or claim; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (i) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance 15 upon and in conformity with written information furnished to the Company by any Underwriter, Holder or Person who controls any Holder or Underwriter expressly for use therein, (ii) arises out of any transaction or activity consummated or taken by the Holder after receipt of the notification provided for in Section 3.2 and prior to the delivery of the post-effective amendment, supplemented Prospectus or amended document contemplated by Section 3.1(j); or (iii) results solely from an untrue statement of a material fact contained in, or the omission of a material fact from, a preliminary prospectus which untrue statement or omission was corrected in the Prospectus, if the Underwriters or Holder sold Registrable Securities to the person alleging such loss, claim, damage or liability without sending or giving, at or prior to the written confirmation of such sale, a copy of the Prospectus. As used in this Section, the term "HOLDER" shall include the officers, directors and agents of any Holder. 5.2 INDEMNIFICATION BY HOLDERS. Each Holder agrees to indemnify and hold harmless, and agrees to use reasonable efforts to cause each Underwriter to indemnify and hold harmless, to the same extent as the foregoing indemnity from the Company to such Holder, but only with respect to information furnished in writing by such Holder or Underwriter or on such Holder's or Underwriter's behalf expressly for use in the Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); PROVIDED that the obligations of any Holder or Underwriter to indemnify the Company shall be limited to the proceeds received by such Holder or Underwriter from the sale of such Registrable Securities pursuant to such Registration Statement. 5.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any action or proceeding (including any governmental investigation) shall be brought or asserted against any person entitled to indemnification under Section 5.1 or 5.2 above, the indemnified party shall give prompt written notice to the indemnifying party, and the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party, and shall assume the payment of all expenses in connection with such defense. The indemnified party or any controlling person of such indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party or such controlling person unless (i) the indemnifying party shall have agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to assume the defense for such action or proceeding and to employ counsel reasonably satisfactory to the indemnified party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party or such controlling person and the indemnifying party, and such indemnified party or such controlling person shall have been advised in writing by counsel that counsel 16 employed by the indemnifying party would, under applicable professional standards, have a conflict in representing both the indemnifying party and the indemnified party or such controlling person (in which case, if such indemnified person or such controlling person notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party or such controlling person); it being understood, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified party or parties and controlling persons thereof, which firm shall be designated, if the Holders (or their controlling persons) are the indemnified parties, in writing by the Required Holders who are then entitled to such indemnity in connection with such action or proceeding and if the Company is the indemnified party, by the Company. No party shall be liable for any settlement of any such action or proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified party and such controlling person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. 5.4 CONTRIBUTION. If the indemnification provided for in this Section 5 is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnified party and the indemnifying party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.4 were determined by PRO RATA allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this paragraph. 17 The amount paid or payable by an indemnified party as a result of the losses, claims, damages, expenses, liabilities, or judgments referred to above in this paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.4, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such selling Holder were offered to the public pursuant to the Registration Statement exceeds the amount of any damages which such selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person found guilty by a court of competent jurisdiction of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty by a court of competent jurisdiction of such fraudulent misrepresentation. SECTION 6. MISCELLANEOUS 6.1 COMMISSION FILINGS. The Company covenants that it will file the reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the Commission thereunder in a timely manner as determined by applicable rules and interpretations under the Exchange Act. Upon the written request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 6.2 REMEDIES. Each of the Company and each Holder, in addition to being entitled to exercise all rights provided herein or in the Stock Purchase Agreement or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate. 6.3 NO INCONSISTENT AGREEMENTS. The Company has not entered into nor will the Company on or after the date of this Agreement enter into any Agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of the Company's other issued and outstanding securities under any such Agreements. 18 6.4 AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of the Required Holders. 6.5 NOTICES. (a) All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier or commercial courier guaranteeing next day delivery (i) if to a Holder, initially at its address set forth in the Stock Purchase Agreement and (ii) if to the Company, initially at its address set forth in the Stock Purchase Agreement, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6.5. (b) All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five business days after being deposited in the mail postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by commercial courier guaranteeing next day delivery. 6.6 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the permitted successors, assigns and transferees of each of the parties; PROVIDED that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Shares or Registrable Securities except in accordance with the terms of the Stock Purchase Agreement and the Certificate of Designations. If any transferee of any Holder shall acquire Shares or Registrable Securities, in any manner, whether by operation of law or otherwise, such Shares or Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Shares or Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and,if such acquisition was effected in accordance with the terms and provisions of the Stock Purchase Agreement and the Certificate of Designations, such Person shall be entitled to receive the benefits hereof. 6.7 SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 6.8 HEADINGS. The heading in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 19 6.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. 6.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the 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. 6.11 ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their Agreement and is intended to be a complete and exclusive statement of the Agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, premises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to securities sold pursuant to the Stock Purchase Agreement. This Agreement supersedes all prior Agreements and understandings between the parties with respect to such subject matter. IN WITNESS WHEREOF, the parties have executed this statement as of the date first written above. CABLEVISION SYSTEMS CORPORATION By: /s/ ------------------------------------- Title: TORONTO-DOMINION INVESTMENTS,INC., as Purchaser By: /s/ ------------------------------------- Title: -----END PRIVACY-ENHANCED MESSAGE-----