Exhibit 15
ACKNOWLEDGMENT AND JOINDER
TO THE STOCKHOLDERS AGREEMENT
This ACKNOWLEDGMENT AND JOINDER (this "Acknowledgment and Joinder") to the
Stockholders Agreement, dated as of March 19, 2004 (the "Original Agreement"),
by and among each of the holders of Cablevision NY Group Class B common stock
("Class B Common Stock") of Cablevision Systems Corporation, a Delaware
corporation ("Cablevision"), listed on Schedule A, annexed thereto (each, a
"Class B Stockholder", and collectively, the "Class B Stockholders"), is entered
into as of September 5, 2004, by and among the Class B Stockholders and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2004 Grantor Retained Annuity Trust,
under Agreement, dated as of August 2, 2004, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as
Settlor, and himself, as Trustee (the "GRAT"). Capitalized terms used and not
defined herein shall have the meanings given to such terms in the Original
Agreement.
W I T N E S S E T H:
WHEREAS, each of CFD Trust Nos. 1-6 are Class B Stockholders and parties
to the Original Agreement, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ("MacPherson") is a signatory
as a Trustee on behalf of each of CFD Trust Nos. 1-6 to the Original Agreement;
WHEREAS, by Appointment by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of Successor Trustees for CFD
Trusts Nos. 1-6 and 10, dated March 10, 1994, MacPherson designated the
following individuals as respective successor Trustees to CFD Trust Nos. 1-6
(the "Successor Trustees") to act if, for any reason, MacPherson ceased to act
as Trustee of such trust
Trust Successor Trustees
---- ------------------
CFD Trust No. 1 ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇
CFD Trust No. 2 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇
CFD Trust No. 3 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇
CFD Trust No. 4 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇
CFD Trust ▇▇. ▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ Trust No. 6 ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇;
WHEREAS, as a result of his ill health, MacPherson ceased to act as
Trustee of CFD Trust Nos. 1-6 and, pursuant to the Acceptance of Appointment of
Successor Trustees, dated as of June 30, 2004, each of the Successor Trustees
listed above accepted his or her appointment as a successor Trustee of CFD Trust
Nos. 1-6, subject to the conditions set forth therein;
WHEREAS, the Class B Stockholders wish to acknowledge that MacPherson is
no longer a signatory as a Trustee of each of CFD Trust Nos. 1-6 and to
acknowledge that each of the Successor Trustees are signatories to the Original
Agreement, in their respective capacities as Trustees of CFD Trust Nos. 1-6;
WHEREAS, on August 2, 2004, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a Class B Stockholder,
contributed 5,500,000 of his shares of Class B Stock Common Stock to the GRAT;
WHEREAS, the agreement establishing the GRAT provides, in part, that the
Trustee of the GRAT (the "GRAT Trustee") may enter into this Agreement on behalf
of the GRAT, and such GRAT Trustee has been duly authorized, on behalf of the
GRAT, to enter into, execute and deliver this Acknowledgment and Joinder and
perform all of the obligations contained herein and in the Original Agreement,
including, without limitation, those provisions with respect to the voting of
shares of Class B Common Stock;
WHEREAS, the Class B Stockholders wish to acknowledge and reflect the
addition of the GRAT as a Class B Stockholder to the Original Agreement as if
the GRAT were an original Class B Stockholder named therein; and
WHEREAS, the GRAT Trustee wishes to be added as a Class B Stockholder to
the Original Agreement as if it were an original Class B Stockholder named
therein.
NOW THEREFORE, in consideration of the premises and of the mutual promises
and agreement contained herein, the parties hereto, agree as follows:
Section 1. Acknowledgment of Successor Trustees. The Class B Stockholders
hereby acknowledge that each of the Successor Trustees respectively have become
Trustees of CFD Trust Nos. 1-6 as listed in the recitals above, and as such,
shall be signatories to the Original Agreement in their respective capacities as
Trustees on behalf of CFD Trust Nos. 1-6.
Section 2. Acknowledgment and Agreement by the GRAT. The GRAT Trustee, on
behalf of the GRAT, acknowledges receipt of, and having read, the Original
Agreement. The GRAT Trustee, on behalf of the GRAT, hereby accepts and agrees to
be bound by, and further covenants and agrees that it and the GRAT will comply
with, all of the terms and conditions of the Original Agreement (as the same may
be amended from time to time), as if the GRAT were an original Class B
Stockholder party thereto.
Section 3. Agreement by the Class B Stockholders. The Class B Stockholders
hereby accept the GRAT as a party to the Original Agreement as if the GRAT were
an original Class B Stockholder under the Original Agreement.
2
Section 4. Amendments to Schedules. Schedules A and B to the Original
Agreement are hereby amended and restated respectively in the form of Schedules
A and B attached hereto.
Section 5. Original Agreement Ratified. The Original Agreement is in all
respects ratified and confirmed,and this Acknowledgment and Joinder shall be
deemed part of the Original Agreement in the manner and to the extent herein and
therein provided.
Section 6. Governing Law. This Acknowledgment and Joinder shall be
governed and construed according to the laws of the State of New York, without
regard to its rules for conflicts of laws.
Section 7. Counterparts; Section Headings. This Acknowledgment and Joinder
may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together can constitute one and the same instrument.
The headings and titles herein are for convenience of reference only and are to
be ignored in any construction of the provisions hereof.
[Remainder of page intentionally left blank.]
3
IN WITNESS WHEREOF, this Acknowledgment and Joinder has been executed by
each of the parties hereto, and shall be effective as of the date first above
written.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually, and as
Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2004
Grantor Retained Annuity Trust
▇▇▇▇▇ FAMILY LLC
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually, and as a
Trustee of the ▇▇▇▇▇ Descendants Trust,
the ▇▇▇▇▇ Grandchildren Trust,
the ▇▇▇▇▇ Spouse Trust, the ▇▇▇▇▇ Progeny
Trust, the D.C. ▇▇▇▇▇▇▇▇ Trust and CFD
Trust No. 1
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇, individually,
and as a Trustee of the ▇▇▇▇▇ Descendants
Trust, the ▇▇▇▇▇ Grandchildren Trust,
the ▇▇▇▇▇ Spouse Trust, the ▇▇▇▇▇ Progeny
Trust, the D.C. ▇▇▇▇▇▇▇ Trust and CFD
Trust No. 2
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, individually, and
as a Trustee of the ▇▇▇▇▇ Descendants Trust
,the ▇▇▇▇▇ Grandchildren Trust,
the ▇▇▇▇▇ Spouse Trust, the ▇▇▇▇▇ Progeny
Trust, the D.C. ▇▇▇▇▇▇▇▇ Trust and CFD
Trust No. 3
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually, and as a
Trustee of the D.C. Patrick Trust, the ▇▇▇▇
▇▇▇▇▇ 1989 Trust and CFD Trust No. 4
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually, and as a
Trustee of the ▇.▇. ▇▇▇▇▇▇ Trust and CFD
Trust No. 5
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, not individually, but solely
as a Trustee of ▇▇▇▇▇ Descendants Trust,
the ▇▇▇▇▇ Grandchildren Trust,
the ▇▇▇▇▇ Spouse Trust, the ▇▇▇▇▇ Progeny
Trust, the D.C. ▇▇▇▇▇▇▇▇ Trust, the D.C.
James Trust, the CFD Trust # 10 and CFD
Trust Nos. 1 and 6
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, not individually, but solely
as a Trustee of the D.C. ▇▇▇▇▇▇▇ Trust, the
D.C. Patrick Trust, and CFD Trust Nos. 2
and 4
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually, but
solely as a Trustee of the D.C. ▇▇▇▇▇▇▇▇
Trust, the ▇.▇. ▇▇▇▇▇▇ Trust, and CFD
Trust Nos. 3 and 5
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually, but
solely as a Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
2001 Family Trust
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, individually, and as a
Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001 Family
Trust
SCHEDULE A
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
---------------------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 24,991,398
▇▇▇▇▇ Family LLC 7,977,325
▇▇▇▇▇ Descendants Trust 37,493
Trustees: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ Progeny Trust 19,145
Trustees: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ Grandchildren Trust 26,325
Trustees: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ Spouse Trust 3,637
Trustees: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
D.C. ▇▇▇▇▇▇▇▇ Trust 1,934,443
Trustees: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
D.C. ▇▇▇▇▇▇▇ Trust 1,934,443
Trustees: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
---------------------------------------------- ------------------------------
D.C. ▇▇▇▇▇▇▇▇ Trust 1,878,085
Trustees: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇ Trust 1,878,085
Trustees: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Trust 1,934,443
Trustees: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇.▇. ▇▇▇▇▇ Trust 1,934,443
Trustees: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
CFD Trust No. 1 1,741,481
Trustees: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
CFD Trust No. 2 1,741,481
Trustees: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
CFD Trust No. 3 1,685,123
Trustees: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
CFD Trust No. 4 1,665,978
Trustees: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
CFD Trust No. 5 1,773,391
Trustees: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
CFD Trust No. 6 1,773,391
Trustees: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
CFD Trust # 10 596,423
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
---------------------------------------------- ------------------------------
Trustee: ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ 1989 Trust 60,627
Trustee: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1989 Trust 60,627
Trustee: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Trust 60,627
Trustee: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ 1989 Trust 60,627
Trustee: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001 Family Trust 5,945,196
Trustees: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2004 Grantor Retained Annuity 5,500,000
Trust
Trustee: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SCHEDULE B
CLASS B STOCKHOLDER ADDRESS FOR NOTICES
--------------------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Family LLC c/o Dolan Family Office
▇▇▇▇▇ Descendants Trust ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Progeny Trust ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Grandchildren Trust Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇ Spouse Trust
D.C. ▇▇▇▇▇▇▇▇ Trust
D.C. ▇▇▇▇▇▇▇ Trust
D.C. ▇▇▇▇▇▇▇▇ Trust
D.C. Patrick Trust
▇.▇. ▇▇▇▇▇▇ Trust
▇.▇. ▇▇▇▇▇ Trust
CFD Trust ▇▇. ▇
▇▇▇ ▇▇▇▇▇ ▇▇. ▇
▇▇▇ ▇▇▇▇▇ ▇▇. ▇
CFD Trust ▇▇. ▇
▇▇▇ ▇▇▇▇▇ ▇▇. ▇
CFD Trust ▇▇. ▇
▇▇▇ ▇▇▇▇▇ # ▇▇
▇▇▇▇ ▇▇▇▇▇ 1989 Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1989 Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇ 1989 Trust
▇▇▇▇ ▇▇▇▇▇ 1989 Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001 Family Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2004 Grantor Retained
Annuity Trust
MEMBER ADDRESS FOR NOTICES
------------------------ -----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ c/o Cablevision Systems Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇