Exhibit
10.39


 


Execution Copy


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT, dated as of July 18, 2003, between Cablevision Systems
Corporation, a Delaware corporation (the “Company”), on the one hand,
and MGM Networks U.S. Inc., a Delaware corporation (the “Stockholder”),
on the other hand.


 


WHEREAS, pursuant to the
Note (the “Note”), dated as of the date hereof, by the Company and
issued to the Stockholder, the Company may issue shares (the “Settlement
Shares”) of the Company’s Cablevision NY Group Class A Common Stock, par
value $.01 per share (the “Common Stock”) as payment of the principal
amount of the Note on the maturity date therefore;


 


WHEREAS, pursuant to the
Note, the Company may only issue the Settlement Shares if such Settlement
Shares are Registrable
Securities hereunder for which a Registration Statement (as defined herein) has
been declared and remains effective on the Final Maturity Date (as defined in
the Note) and under which such shares may be resold without restriction under
the Securities Act (as defined herein); and


 


WHEREAS, the Stockholder
desires to have the Settlement Shares be subject to the rights described
herein.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements set forth herein, the
parties agree as follows:


 


1.                                       Definitions.


 


(a)                                  As
used herein, 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.


 


“Business Day”
shall mean any day other than a Saturday, Sunday or other day that the New York
Stock Exchange (or, if different, the principal exchange on which shares of the
Common Stock are traded) is not open for trading.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Company” shall
have the meaning set forth in the preamble and shall also include the Company’s
successors.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 

















 


“Prospectus” shall
mean the prospectus included in the Registration Statement, including any
preliminary prospectus, and any such prospectus as supplemented by any
prospectus supplement with respect to the terms of the offering of any of the
Registrable Securities, and by all other amendments and supplements to such
prospectus, and in each case including all documents incorporated by reference
therein.


 


“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 the Settlement Shares.  As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (x) a Registration Statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance
with such Registration Statement, (y) they shall have been distributed to the
public pursuant to Rule 144 or Rule 145 (or any successor provision) under the
Securities Act or (z) they shall have ceased to be outstanding.


 


“Registration Expenses”
shall mean all expenses incident to the performance of or compliance with this
Agreement by any party, including, without limitation, all registration, filing
and National Association of Securities Dealers, Inc. fees, all fees and
expenses of complying with securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses, the fees
and disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or “comfort” letters
required by or incident to such performance and compliance, premiums and other
costs of policies of insurance obtained by the Company against liabilities
arising out of the public offering of Registrable Securities being registered,
all transfer taxes, if any, relating to Registrable Securities and any other
registration expenses incident to the registration of the Registrable
Securities issued to the Stockholder, including the fees and disbursements of
one firm of outside counsel for the Stockholder; provided that Registration
Expenses shall not include the fees and disbursements of underwriters, any
underwriting discounts and commissions.


 


“Registration
Statement” shall mean the registration statement of the Company on Form S-3
(or, if the Company is not then eligible for Form S-3, such other form for
which the Company then qualifies) that is filed by the Company with the
Commission in accordance with Section 3 below and that permits a delayed
or continuous offering pursuant to Rule 415 under the Securities Act.  The term “Registration Statement” shall also
include all exhibits and financial statements and schedules and documents
incorporated by reference in such Registration Statement when it becomes
effective under the Securities Act, and in the case of references to the
Registration Statement as of a date subsequent to the effective date, as
amended or supplemented as of such date.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


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(b)                                 Capitalized
terms used herein but not otherwise defined herein shall have the same meaning
as in the Purchase Agreement.  Terms
defined in the singular shall have a comparable meaning when used in the
plural, and vice versa.  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 as in effect from time to time.  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. 
The words “hereof”, “herein” and “hereunder”, and words of similar
import, when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and section, subsection,
paragraph, schedule and exhibit references are to this Agreement unless
otherwise specified.


 


2.                                       Registration
Rights.


 


(a)                                  Demand
for Underwritten Offering.  The
Stockholder shall have the right upon written request, at any time after
delivery of the Settlement Shares, to request that the Company effect one shelf
takedown from the Registration Statement by means of a firm commitment
underwritten public offering for cash (an “Underwritten Offering”) and
the Company shall have the right, at any time after delivery of the Settlement
Shares, to cause the completion of a shelf takedown from the Registration
Statement by means of an Underwritten Offering on behalf of the Stockholder.


 


(b)                                 Piggy-Back
Registration; Cutback Rights.  The
Company may include in the Registration Statement filed pursuant hereto other
securities for sale for its own account or for the account of any other
Person.  Notwithstanding the foregoing,
if the Company or another Person exercises a right to have other securities
included on the Registration Statement included in the shelf takedown demanded
by the Stockholder pursuant to Section 2(a), if the managing or lead
underwriter or underwriters thereof shall determine in its or their reasonable
good faith judgment that it cannot sell, or that it would not be advisable to
sell, all the securities desired to be sold, then the number of securities that
the Company may have included, if any, shall be reduced first and, if such
reduction of the Company securities is insufficient, the number of securities
which the Stockholder and any other Persons may have included shall be reduced
pro rata in proportion to the total number of securities sought to be included
by each such Person, subject, in all cases, to the Company’s contractual
obligations pursuant to the Registration Rights Agreements, each dated as of
January 27, 1986, as amended, between the Company and Cablevision Systems
Company, in the first case, and the Company and CSC Holdings Company, in the
second, until the managing or lead underwriter or underwriters shall believe
that the remaining securities can be sold and it would not be inadvisable to
sell such number of securities.


 


If, as a result of the
cutback rights set forth in this Section 2(b), less than all Registrable
Securities sought to be sold by the Stockholder would be included in a shelf
takedown under Section 2(a), the Stockholder’s demand for a shelf takedown
will not be deemed to have been made and the Stockholder shall be permitted to
request a shelf takedown upon the expiration of any lock-up period under
Section 4(b)(i); provided,
that in the calendar year after its receipt of the Settlement Shares, the
Stockholder shall not be subject to black-out rights or lock-up periods for
more than ninety (90) days in the aggregate.


 


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(c)                                  Expenses.  The Registration Expenses in connection with
the Registration Statement and any shelf takedown for the Stockholder
thereunder requested under this Section 2 shall be borne by the Company,
except that another holder piggy-backing on the Stockholder’s Registration
Statement pursuant to Section 2(b) shall pay (or shall require the Company
to pay) its pro rata share of the Registration Expenses.


 


(d)                                 Selection
of Underwriters.  One co-lead
managing underwriter for any Underwritten Offering pursuant to
Section 2(a) shall be selected by the Company and, provided that the
Company is not including securities for sale for its own account in such
Underwritten Offering, shall be reasonably acceptable to the Stockholder, and
the other co-lead managing underwriter for such Underwritten Offering shall be
selected by the Stockholder and shall be reasonably acceptable to the
Company.  The co-lead managing
underwriter selected by the Company shall establish the pricing of the Common
Stock in the Underwritten Offering.


 


3.                                       Registration
Procedures.  If the Company is
delivering Settlement Shares to the Stockholder under the Note, the Company
will:


 


(i)                                     prepare
and file with the Commission the requisite Registration Statement to effect the
registration thereof and cause such Registration Statement to become effective
prior to the Final Maturity Date, provided
that before filing such Registration Statement or any amendments thereto, the
Company will furnish to the counsel selected by the Stockholder copies of all
such documents proposed to be filed, and afford such counsel a reasonable
period of time to review such filing before any such filing is made, and the
Company will comply with any reasonable and timely request made by such counsel
to make changes in any information contained in such documents relating to the
Stockholder;


 


(ii)                                  prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the Prospectus used in connection therewith as may
be necessary to maintain the effectiveness of such registration and to comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such Registration Statement until the earlier of (A)
such time as all of such securities have been disposed of and (B) the date
which is one year after the date of delivery of the Settlement Shares to the Stockholder;


 


(iii)                               furnish
to the Stockholder such number of conformed copies of such Registration
Statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the Prospectus contained in
such Registration Statement and any supplements thereto and any other
Prospectus filed under Rule 424 under the Securities Act, in conformity with
the requirements of the Securities Act, and such other documents, including
documents incorporated by reference, as the Stockholder may reasonably request;


 


(iv)                              use
reasonable best efforts to register or qualify all Registrable Securities
registered pursuant to such Registration Statement under such other securities
or blue sky laws of such jurisdictions as the Stockholder shall reasonably
request, to keep such registration or qualification in effect for so long as
such Registration Statement remains


 


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in effect, and take any
other action which may be reasonably necessary or advisable to enable the
Stockholder to consummate the disposition in such jurisdictions of the
securities owned by the Stockholder, except that the Company shall not for any
such purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not but for the requirements
of this clause (iv) be obligated to be so qualified, to be subject to taxation
or to consent to general service of process in any such jurisdiction;


 


(v)                                 use
reasonable best efforts to cause all Registrable Securities covered by such
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the
Stockholder to consummate the disposition of such Registrable Securities;


 


(vi)                              in
connection with an Underwritten Offering pursuant to Section 2(a), furnish
to the Stockholder a signed counterpart, addressed to the Stockholder (and the
underwriters), of (x) an opinion of counsel for the Company, dated the date of
the closing under the underwriting agreement, and (y) a “comfort letter” dated
the effective date of such Registration Statement (and a supplement to such
“comfort letter” dated the date of the closing under the underwriting
agreement), signed by the independent public accountants who have certified the
Company’s financial statements included in such Registration Statement,
covering substantially the same matters with respect to such Registration
Statement (and the Prospectus included therein) and, in the case of the
accountants’ letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to the underwriters in
underwritten public offerings of securities and, in the case of the
accountants’ letter, such other financial matters, as the Stockholder (or the
underwriters, if any) may reasonably request;


 


(vii)                           promptly
notify the Stockholder at any time when the Company becomes aware that a Prospectus
relating to Registrable Securities is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
Prospectus included in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made, and at
the request of the Stockholder (and subject to Section 4(b)(ii)) promptly
prepare and furnish to the Stockholder a reasonable number of copies of a
supplement to or an amendment of such Prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such securities, such Prospectus
shall not include 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 not misleading in the light of the circumstances under which they were
made;


 


(viii)                        otherwise
use reasonable best efforts to comply with the Securities Act and the Exchange
Act and with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months, but not more
than eighteen months, beginning with the first full calendar month after the
effective date of such


 


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Registration Statement,
which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act, and not file any amendment or supplement to such
Registration Statement or Prospectus to which the Stockholder shall have
reasonably objected on the grounds that such amendment or supplement does not
comply in all material respects with the requirements of the Securities Act;


 


(ix)                                provide
a transfer agent and registrar for all Registrable Securities covered by such
Registration Statement not later than the effective date of such Registration
Statement;


 


(x)                                   use
reasonable best efforts to list all Common Stock covered by such Registration
Statement on any securities exchange on which any shares of the Common Stock
are then listed; and


 


(xi)                                upon
the reasonable request of the Stockholder, otherwise use reasonable best
efforts to effect the registration of Registrable Securities under the
Securities Act as provided in Section 2.


 


In the case of any
Underwritten Offering, the Company shall participate in customary “roadshow”
presentations and customary analysts’ meetings as reasonably requested by the
co-lead managing underwriters.


 


If requested by the
underwriters for any Underwritten Offering, the Company will enter into its
customary underwriting agreement with such underwriters for such offering, to
contain such representations and warranties by the Company and such other terms
as are customarily contained in agreements of this type, including, without
limitation, indemnities to the effect and to the extent provided in
Section 6.  The Stockholder shall
be a party to such underwriting agreement and may, at its option, require that
any or all of the representations and warranties by, and the other agreements
on the part of, the Company to and for the benefit of such underwriters shall
also be made to and for the benefit of the Stockholder and that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of the
Stockholder as well.


 


4.                                       Stockholder’s
Obligations.  (a)  Furnishing Information.  The Stockholder shall furnish to the Company
such information regarding itself and the distribution proposed by it 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.  The Stockholder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in
information previously furnished 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 untrue statement of a material fact regarding the
Stockholder or the distribution of such Registrable Securities or omits to
state any material fact regarding the Stockholder 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


 


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required to correct and
update any previously furnished information or required such that such
Prospectus shall not contain, with respect to the Stockholder 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)                                 Holdback
Agreement; Postponement.  (i)  The Stockholder agrees by acquisition of the
Registrable Securities not to engage in transactions involving the Company’s
equity securities, including by commencing any public offering of the Company’s
equity securities, by entering into transactions that result in another party
selling the Company’s equity securities or by causing a shelf takedown, during
the seven days prior to and the 90 days after the pricing of any offering
of the Company’s equity securities (other than under Form S-4 or Form S-8)
(either for its own account or for the benefit of the holders of any securities
of the Company) pursuant to a registration statement; provided, that the Company shall give the
Stockholder notice as soon as reasonably practicable of the date upon which the
pricing of such offering is expected to occur and, in any event the
Stockholder’s holdback restriction for the seven day period prior to such
expected date of pricing shall not commence until the seventh calendar day
after such notice is given.


 


(ii)                                  The
Company may, by written notice to the Stockholder, postpone any registration
which is requested pursuant to Section 2 or delivery of a Prospectus
pursuant to Section 3(vii) if the Company’s outside counsel has advised it
in writing that under applicable securities laws the use of such Registration
Statement would require disclosure of a material corporate development not
otherwise required to be disclosed that the Company has a valid business
purpose for not disclosing.  In the
event the Company makes any such election, the Stockholder agrees to keep
confidential the fact of such election and any information provided by the
Company in connection therewith.


 


(iii)                               Notwithstanding
the black-out rights and the lock-up periods set forth above in Sections 4(b)(i)
and 4(b)(ii), in the 365 calendar day period commencing on the first day after
its receipt of the Settlement Shares, the Stockholder shall not be subject to
black-out rights or lock-up periods for more than ninety (90) days in the aggregate.


 


5.                                       Registration
Statement.  In connection with the
preparation and filing of the Registration Statement under the Securities Act,
the Company will give the Stockholder, its underwriters, if any, and their
respective counsel, the opportunity to participate in the preparation of such
Registration Statement, each Prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto.  Such opportunity to participate shall
include reasonable access for purposes of due diligence, subject to the
execution and delivery of appropriate confidentiality agreements.


 


6.  Indemnification. (a)  Indemnification by the Company.  In the event of any registration of any
Registrable Securities of the Company under the Securities Act, the Company
will, and hereby does, indemnify and hold harmless the Stockholder, each other
Person who participates as an underwriter in the offering or sale of such
Registrable Securities and each other Person who controls any such underwriter
within the meaning of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which the Stockholder or any such


 


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underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, 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 under which such
Registrable Securities were registered under the Securities Act, any Prospectus
contained therein, or any amendment or supplement thereto, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Company
will reimburse the Stockholder and each such underwriter and controlling person
for any legal or any other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, liability, action or
proceedings; provided that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission made in such Registration
Statement, any such Prospectus or amendment or supplement thereto in reliance
upon and in conformity with written information furnished to the Company by the
Stockholder for use in the preparation thereof, (ii) the use of any Prospectus
after such time as the obligation of the Company to keep the same effective and
current has expired, or (iii) the use of any Prospectus after such time as the
Company has advised the Stockholder that the filing of a post-effective
amendment or supplement thereto is required, except such Prospectus as so
amended or supplemented, and provided further that the Company shall not be
liable to any Person who participates as an underwriter in the offering or sale
of Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of the matters described in (i), (ii) or
(iii) above or such Person’s failure to send or give a copy of the final
Prospectus or supplement to the Persons asserting an untrue statement or
alleged untrue statement or omission or alleged omission at or prior to the
written confirmation of the sale of Registrable Securities to such Person if
such statement or omission was corrected in such final Prospectus or
supplement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of the Stockholder or any such underwriter or controlling person and shall
survive the transfer of such securities by the Stockholder.  The Company’s indemnity hereunder shall
relate only to Settlement Shares, and the Company shall otherwise have no
indemnity obligations with respect to other securities issued by the
Stockholder or the registration thereof.


 


(b)                                 Indemnification
by the Stockholder.  The Stockholder
will, and hereby does, indemnify and hold harmless (in the same manner and to
the same extent as set forth in subdivision (a) of this Section 6) the
Company, each director and officer of the Company, and each other Person, if
any, who controls the Company, within the meaning of the Securities Act, with
respect to any untrue statement or alleged untrue statement of a material fact
in or omission or alleged omission to state a material fact from such
Registration Statement, any Prospectus contained therein, or any amendment or
supplement thereto, if such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by the Stockholder for use in the
preparation of such Registration Statement, Prospectus, or amendment or
supplement thereto; provided, however, that the Stockholder shall not be
liable to the extent that the losses, liabilities or expenses arise out of or
are based upon (i) the use by the Company of any Prospectus after such time as
the obligation of the Company to keep the same effective and current has
expired or (ii)


 


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the use by the Company of
any Prospectus after such time as the Stockholder has advised the Company that
the filing of a post-effective amendment or supplement thereto is required with
respect to any information contained in such Prospectus concerning the
Stockholder, except such Prospectus as so amended or supplemented.  Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company,
or any such director, officer or controlling person and shall survive the
transfer of such securities by the Stockholder.


 


(c)                                  Notices
of Claims, etc.  Promptly after
receipt by an indemnified party of a notice of the commencement of any action
or proceeding involving a claim referred to in the preceding subdivisions of
this Section 6, such indemnified party will, if a claim in respect thereof
is to be made against an indemnifying party, give written notice to the latter
of the commencement of such action; provided
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 6, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice.  In case any such action is brought against
an indemnified party, unless in such indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to the
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation.


 


(d)                                 Contribution.  If for any reason the foregoing indemnity is
unavailable, or is insufficient to hold harmless an indemnified party, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of the expense, loss, damage or liability, (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission) or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, in the proportion as
is appropriate to reflect not only the relative fault of the indemnifying party
and the indemnified party, but also the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other, as
well as any other relevant equitable considerations.  No indemnified party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any indemnifying party who was not guilty of such
fraudulent misrepresentation.


 


7.                                       Covenants
Relating to Rule 144/145.  The
Company will prepare and file in a timely manner, information, documents and
reports in compliance with the Exchange Act so as to comply with the
requirements of such Act and the rules and regulations thereunder and will, at
its expense, forthwith upon the request of the Stockholder, deliver to the
Stockholder a certificate, signed by the Company’s principal financial officer,
stating (a) the Company’s name, address and telephone number (including area
code), (b) the Company’s Internal Revenue


 


9

















 


Service identification
number, (c) the Company’s Commission file number, (d) the number of shares of
Common Stock outstanding as shown by the most recent report or statement
published by the Company, and (e) whether the Company has filed the reports
required to be filed under the Exchange Act for a period of at least 90 days
prior to the date of such certificate and in addition has filed the most recent
annual report required to be filed thereunder. 
If at any time the Company is not required to file reports in compliance
with either Section 13 or Section 15(d) of the Exchange Act, the
Company at its expense will forthwith, upon the written request of the
Stockholder, make available adequate current public information with respect to
the Company within the meaning of paragraph (c)(2) of Rule 144 of the General
Rules and Regulations promulgated under the Securities Act.


 


8.                                       Notices,
etc.  All notices, requests, demands
or other communications required by or otherwise with respect to this Agreement
shall be in writing and shall be deemed to have been duly given to any party
when delivered personally (by courier service or otherwise), when delivered by
telecopy if receipt is confirmed by return telecopy, or five days after being
mailed by registered or certified mail, return receipt requested, in each case
to the applicable addresses set forth below:


 


	
  If
  to the Company;

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cablevision
  Systems Corporation

  
	
   

  	
  1111
  Stewart Avenue

  
	
   

  	
  Bethpage,
  New York 11714

  
	
   

  	
  Telephone:

  	
  (516)
  803-2300

  
	
   

  	
  Facsimile:

  	
  (516)
  803-2577

  
	
   

  	
  Attention:

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sullivan
  & Cromwell LLP

  
	
   

  	
  125
  Broad Street

  
	
   

  	
  New
  York, New York 10004

  
	
   

  	
  Telephone:

  	
  (212)
  558-4000

  
	
   

  	
  Facsimile:

  	
  (212)
  558-3588

  
	
   

  	
  Attention:

  	
  Robert
  W. Downes, Esq.

  
	
   

  	
   

  	
   

  
	
  If to the
  Stockholder:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Metro-Goldwyn-Mayer
  Inc.

  
	
   

  	
  2500
  Broadway Street

  
	
   

  	
  Santa
  Monica, California 90404

  
	
   

  	
  Telephone:

  	
  (310)
  449-3000

  
	
   

  	
  Facsimile:

  	
  (310)
  586-8193

  
	
   

  	
  Attention:

  	
  General
  Counsel

  
					



 


10

















 


	
  with a
  copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kirkland
  & Ellis

  
	
   

  	
  Citigroup
  Center

  
	
   

  	
  153 East
  53rd Street

  
	
   

  	
  New York,
  New York 10022

  
	
   

  	
  Telephone:

  	
  (212)
  446-4800

  
	
   

  	
  Facsimile:

  	
  (212)
  446-4900

  
	
   

  	
  Attention:

  	
  Thomas W.
  Christopher

  
				



 


or to such other address
as such party shall have designated by notice so given to each other party.


 


9.                                       Amendments,
Waivers, etc.  This Agreement may
not be amended, changed, supplemented, waived or otherwise modified or
terminated except by an instrument in writing signed by the party against whom
enforcement is sought.  The failure of
any party to exercise any right, power or remedy provided under this Agreement
or otherwise available in respect hereof at law or in equity, or to insist upon
compliance by any other party with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not constitute
a waiver by such party of its right to exercise any such or other right, power
or remedy or to demand such compliance.


 


10.                                 Entire
Agreement.  This Agreement, the
Cablevision Note and the Purchase Agreement embody the entire agreement and
understanding between the parties relating to the subject matter hereof and
supersede all prior agreements and understandings relating to such subject matter.


 


11.                                 Severability.  If any term of this Agreement or the
application thereof to any party or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such term to the other parties or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by
applicable law.


 


12.                                 Successors
and Assigns.  This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
successors and assigns; provided
that without the prior written consent of the Company, the registration rights
granted to the Stockholder pursuant to this Agreement may be transferred in
whole or in part, except to any other subsidiary of Metro-Goldwyn-Mayer Inc. to
which the Note has been transferred.


 


13.                                 GOVERNING
LAW.  THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined exclusively in any New York state or federal court sitting in the
Borough of Manhattan of The City of New York. 
The parties hereto hereby (i) submit to the exclusive jurisdiction of
any state or federal court sitting in the Borough of Manhattan of The City of
New York for the purpose of any action or proceeding arising out of or
relating to this Agreement brought by any party hereto, and (ii) irrevocably
waive, and agree not to assert by way of motion, defense, or otherwise, in any
such action or proceeding, any claim that it is not


 


11

















 


subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the
action or proceeding is brought in an inconvenient forum, that the venue of the
action or proceeding is improper, or that this Agreement or the transactions
contemplated hereby may not be enforced in or by any of the above-named
courts.  No party hereby waives any
right to remove or seek to remove any action brought in any state court sitting
in the Borough of Manhattan of The City of New York to any federal court
sitting in the Borough of Manhattan of The City of New York.  Each of the parties hereto hereby waives to
the fullest extent permitted by applicable law any right it may have to a trial
by jury with respect to any litigation directly or indirectly arising out of,
under or in connection with this Agreement or the transactions contemplated
hereby.  Each of the parties hereto (i)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce that foregoing waiver and (ii)
acknowledges that it and the other parties hereto have been induced to enter
into this Agreement and the transactions contemplated hereby by, among other
things, the mutual waivers and certifications in this Section 13.


 


14.                                 Name,
Captions.  The name assigned this
Agreement and the section captions used herein are for convenience of
reference only and shall not affect the interpretation or construction hereof.


 


15.                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one instrument.  Each counterpart may consist of a number of copies each signed by
less than all, but together signed by all, the parties hereto.


 


12

















 


IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above written.


 


 


	
   

  	
  CABLEVISION SYSTEMS
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Hank J.
  Ratner

  
	
   

  	
   

  	
  Title:  Vice
  Chairman

  



 


	
   

  	
  MGM NETWORKS U.S. INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Jay Rakow

  
	
   

  	
   

  	
  Title:  Vice
  Chairman

  



 


13