Exhibit 10.46


 


AGREEMENT


 


This Agreement sets forth
the terms upon which the business of Rainbow DBS (“Rainbow DBS”) will be funded
and conducted during the period March 1, 2005 through March 31, 2005.


 


The funding authorization
for Rainbow DBS expired on February 28, 2005.  The Board of Directors (the “Board”) of
Cablevision Systems Corporation (“Cablevision”) has authorized and directed the
shutdown of Rainbow DBS.


 


The parties hereto agree
as follows:


 


	
  Agreement on
  Baseline Plan:

  	
   

  	
  Cablevision and
  Charles F. Dolan (“Dolan”) intend to work together in an open and cooperative
  manner to finalize the separation of Rainbow DBS from Cablevision.
  Cablevision has begun the shutdown of the business of Rainbow DBS. No new
  shutdown actions will be undertaken. The business will continue to be
  operated in accordance with the budget of Required Costs for March agreed
  to by Cablevision and Dolan (the “Baseline Plan”), subject to modification as
  provided below. Cablevision and Dolan agree not to take any actions, directly
  or indirectly, that are inconsistent with the Baseline Plan, except that
  Dolan may cause actions inconsistent with the Baseline Plan to be taken as
  provided below under “Expenditures” and “Commitments and Changes”.

  
	
   

  	
   

  	
   

  
	
  Expenditures:

  	
   

  	
  The Rainbow DBS
  business shall continue to make the expenditures that would have been
  incurred under the Baseline Plan. Expenditures above such amounts (“Additional
  Expenditures”) shall be made only if authorized by the Chief Financial
  Officer of Cablevision or his designee (the “CFO”), which authorization shall
  be provided if the CFO is satisfied that cash or Funding Shares are on
  deposit with

  



 





















 


	
   

  	
   

  	
  Cablevision
  (excluding Segregated Shares) with a Market Value adequate to pay such
  Additional Expenditures. The CFO shall act reasonably and promptly.

  
	
   

  	
   

  	
   

  
	
  Funding:

  	
   

  	
  Dolan shall fund
  the Additional Expenditures. On a daily basis, Cablevision shall effect Dolan’s
  funding of the Additional Expenditures by withdrawing cash deposited with
  Cablevision by Dolan in an amount equal to such Additional Expenditures or
  withdrawing and canceling shares of Class A Common Stock and Class B Common
  Stock deposited with Cablevision by Dolan (the “Funding Shares”) with a
  Market Value equal to the amount of such Additional Expenditures. The funding
  amount on any day shall first come from any unsegregated cash on deposit,
  then from any unsegregated shares of Class A Common Stock, and then from any
  shares of unsegregated Class B Common Stock.

  
	
   

  	
   

  	
   

  
	
  Commitments and
  Changes:

  	
   

  	
  Rainbow DBS
  shall make no commitments or other agreements and shall not alter the
  Baseline Plan or reverse actions previously taken in accordance with the
  Baseline Plan, in each case without the prior written approval of the CFO.
  The CFO shall provide the required written approval if the CFO is satisfied
  that sufficient cash or Funding Shares are on deposit to fully pay the costs
  of such action. The CFO shall act reasonably and promptly. If such an action
  is approved, the CFO shall segregate that cash or those Funding Shares, which
  shall then be unavailable for any other purpose (“Segregated Cash” and “Segregated
  Shares”). The CFO shall use the Segregated Cash and Segregated Shares to pay
  the costs associated with the actions that gave rise to the segregation.

  
	
   

  	
   

  	
   

  
	
  Funding Shares:

  	
   

  	
  Dolan shall
  deliver to Cablevision by the close of business on March 9, 2005 cash

  



 


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  and/or shares of
  Class A Common Stock or Class B Common Stock free and clear of any liens,
  claims and encumbrances and together with a stock power duly endorsed to
  Cablevision and having a Market Value of $10 million. Dolan may substitute
  cash for unsegregated Funding Shares at any time by depositing cash in an
  amount equal to the Market Value of the Funding Shares to be withdrawn. 

   

  “Market Value”
  means the arithmetic average of the closing price of the Class A Common Stock
  on The New York Stock Exchange over the 10 New York Stock Exchange trading
  days preceding the date of any determination (or in the case of a
  substitution of cash for Funding Shares, the closing price on the day prior
  to the date of substitution).

  
	
   

  	
   

  	
   

  
	
  Corporate
  Controls:

  	
   

  	
  As with every
  subsidiary of Cablevision, Rainbow DBS is and shall remain subject to the
  management and internal controls of Cablevision. Cablevision shall continue
  to have the right to contact and deal with any employee, consultant, vendor,
  supplier or customer of Rainbow DBS. Neither Dolan nor Tom Dolan shall,
  directly or indirectly, give any instruction or take any action inconsistent
  herewith. The actions of Cablevision under the Baseline Plan shall be
  coordinated with Tom Dolan through advance notification of those actions.

  
	
   

  	
   

  	
   

  
	
  Termination:

  	
   

  	
  This Agreement
  shall terminate at 5:00 P.M. New York City time on March 31, 2005. Dolan
  shall have the right to terminate this Agreement at any earlier time. Upon
  any termination (i) any cash or Funding Shares not previously cancelled,
  other than Segregated Cash or Segregated Shares, shall be returned to Dolan,
  and (ii) the shutdown of Rainbow DBS shall be implemented immediately.
  Cablevision may terminate this Agreement immediately upon the 

  



 


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  occurrence of
  any breach of the terms hereof by Dolan or Tom Dolan. Upon any termination,
  the Segregated Cash and Segregated Shares shall be held as security against
  claims arising out of the commitments or actions that gave rise to their
  segregation.

  



 


 


	
  CABLEVISION
  SYSTEMS CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Hank J.
  Ratner

  	
   

  
	
   

  	
  Title: Vice
  Chairman

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Charles F. Dolan

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Thomas C. Dolan

  
				



 


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