SUPPLEMENTED;
(H)
REFERENCES TO A PERSON ARE ALSO TO ITS
PERMITTED SUCCESSORS AND ASSIGNS; AND
(I)
REFERENCES TO CURRENCY, MONETARY VALUES
AND DOLLARS SHALL MEAN UNITED STATES (U.S.) DOLLARS AND ALL PAYMENTS HEREUNDER
SHALL BE MADE IN UNITED STATES DOLLARS.
ARTICLE II
THE PURCHASE AND SALE AND OTHER PAYMENTS
SECTION 2.01
PURCHASE AND SALE.
UPON THE TERMS AND SUBJECT
TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, AT THE CLOSING MGM PARENT SHALL
CAUSE MGM SELLER TO, AND MGM SELLER SHALL, SELL, ASSIGN, TRANSFER, CONVEY AND
DELIVER TO THE RAINBOW BUYERS, AND RMHI SHALL CAUSE THE RAINBOW BUYERS TO, AND
THE RAINBOW BUYERS SHALL, PURCHASE, ACQUIRE AND ACCEPT, VALID TITLE TO THE MGM
INTERESTS FREE AND CLEAR OF ALL ENCUMBRANCES.
SECTION 2.02
PURCHASE PRICE.
(A)
PURCHASE PRICE.
THE AGGREGATE PURCHASE
PRICE FOR THE MGM INTERESTS SHALL BE $500,000,000 (THE "PURCHASE PRICE"), WHICH
SHALL BE PAYABLE BY THE RAINBOW BUYERS TO MGM SELLER AS FOLLOWS:
6
(I)
$107,500,000 OF THE PURCHASE PRICE SHALL
BE PAID IN CASH BY AMC3HC;
(II)
$107,500,000 OF THE PURCHASE PRICE SHALL
BE PAID IN CASH BY AMC4HC;
(III)
THE CABLEVISION NOTE IN THE INITIAL
PRINCIPAL AMOUNT OF $250,000,000 SHALL BE ISSUED TO MGM SELLER;
(IV)
$17,500,000 OF THE PURCHASE PRICE SHALL BE
PAID IN CASH BY IFC2HC IN CONSIDERATION FOR ONE-HALF (1/2) OF THE MGM IFC
INTEREST; AND
(V)
$17,500,000 OF THE PURCHASE PRICE SHALL BE
PAID IN CASH BY IFC3HC IN CONSIDERATION FOR ONE-HALF (1/2) OF THE MGM IFC
INTEREST.
The cash payments identified in clauses (i), (ii), (iv) and (v) above shall be
made at Closing by wire transfer in immediately available funds denominated in
United States dollars to a bank account designated by MGM Seller at least two
(2) Business Days prior to the Closing.
The cash paid by AMC3HC and one-half of the Cablevision Note identified in
clauses (i) and (iii) above shall be in consideration
for one-half (1/2) of the
MGM AMC Interest, and the cash paid by AMC4HC and one-half of the Cablevision
Note identified in clauses (ii) and (iii) above shall be in consideration for
one-half (1/2) of the MGM AMC Interest.
The parties hereto and their respective Affiliates and successors agree to file
all tax returns and reports consistent with such allocation of the Purchase
Price and shall not take any action or position that is inconsistent therewith.
(B)
PAYMENT OF PROCEEDS SHORTFALL OR PROCEEDS
EXCESS.
IF CABLEVISION ELECTS TO REPAY THE FINAL MATURITY DATE AMOUNT THROUGH
THE ISSUANCE AND DELIVERY TO MGM SELLER ON THE FINAL MATURITY DATE OF THE
REQUISITE NUMBER OF CABLEVISION SHARES, MGM SELLER SHALL, AS SOON AS PRACTICABLE
AFTER THE FINAL MATURITY DATE, SELL SUCH CABLEVISION SHARES IN (I) A WIDELY
DISTRIBUTED UNDERWRITTEN PUBLIC OFFERING FOR CASH PURSUANT TO THE TERMS OF THE
REGISTRATION RIGHTS AGREEMENT OR (II) SUCH OTHER MANNER AS APPROVED BY
CABLEVISION (WHICH APPROVAL CABLEVISION SHALL NOT UNREASONABLY WITHHOLD IF MGM
SELLER HAS PREVIOUSLY BEEN CUTBACK TWICE UNDER THE REGISTRATION RIGHTS
AGREEMENT).
AS PROMPTLY AS PRACTICABLE FOLLOWING THE CLOSING