Amendment No. 1 to Seventh Amended and Restated Credit Agreement by and among CSC Holdings, Inc., Restricted Subsidiaries, Banks, and Toronto Dominion (Texas), Inc.
Summary
This amendment, dated July 20, 2001, modifies the Seventh Amended and Restated Credit Agreement originally dated June 26, 2001, between CSC Holdings, Inc. (formerly Cablevision Systems Corporation), its restricted subsidiaries, several banks, and Toronto Dominion (Texas), Inc. as Administrative Agent. The amendment updates definitions related to financial calculations, adds new reporting requirements, and confirms the continued validity of the original agreement. It becomes effective once signed by all required parties and confirms that all parties have the authority to enter into the amendment.
EX-10.34 7 a2075011zex-10_34.txt EXHIBIT 10.34 Exhibit 10.34 EXECUTION COPY AMENDMENT NO. 1 Dated as of July 20, 2001 to SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 26, 2001 CSC HOLDINGS, INC. (formerly known as Cablevision Systems Corporation), a Delaware corporation (the "Company"), the Restricted Subsidiaries (as defined in the Credit Agreement referred to below) that are parties to such Credit Agreement, the banks that are parties to such Credit Agreement (the "Banks") and TORONTO DOMINION (TEXAS), INC., as Administrative Agent (the "Administrative Agent"), agree as follows: ARTICLE I AMENDMENT Section 1.1. CREDIT AGREEMENT. Reference is made to the Seventh Amended & Restated Credit Agreement dated as of June 26, 2001 (the "Credit Agreement") among the Company, the Restricted Subsidiaries party thereto, the Banks, the Administrative Agent, TD Securities (USA) Inc. and Banc of America Securities LLC, as Co-Lead Arrangers and Co-Book Managers, Bank of America, N.A., as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Co-Documentation Agents and Arrangers, The Chase Manhattan Bank, as Co-Documentation Agent, Fleet National Bank, J.P. Morgan Securities Inc., Mizuho Financial Group and Salomon Smith Barney Inc., as Arrangers, Bank of Montreal, Barclays Bank plc, BNP Paribas, Credit Lyonnais New York Branch, Dresdner Bank AG, New York and Grand Cayman Branches, First Union National Bank and Royal Bank of Canada, as Managing Agents and Societe Generale and SunTrust Bank, as Co-Agents. Terms used in this Amendment No. 1 (this "Amendment") 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 Amendment (the "Amended Credit Agreement") is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Section 1.2. AMENDMENT. Upon and after the Effective Date (as defined in Section 1.3 hereof): (a) The definition of "Annualized Operating Cash Flow" in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety as follows: "ANNUALIZED OPERATING CASH FLOW" shall mean, as at any date, an amount equal to Operating Cash Flow for the period of three complete consecutive calendar months ending on or most recently prior to such date, multiplied by four. (b) The definition of "Cash Flow Ratio" in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety as follows: "CASH FLOW RATIO" shall mean, as at any date, the ratio of (i) the sum of the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries outstanding on such date (determined on a consolidated basis) PLUS (but without duplication of Indebtedness supported by Syndicated Letters of Credit or Bank Letters of Credit) the aggregate undrawn face amount of all Syndicated Letters of Credit and Bank Letters of Credit outstanding on such date to (ii) Annualized Operating Cash Flow determined as at the last day of (A) in the case of calculating the Cash Flow Ratio for purposes of Section 3.03, the quarter covered by the then most recent Compliance Certificate delivered to the Banks pursuant to Section 9.01(d) hereof and (B) in the case of calculating the Cash Flow Ratio for purposes of Section 9.22, the month covered by the then most recent certificate delivered to the Banks pursuant to Section 9.01(h) hereof, in each case a copy of which has been delivered to the Administrative Agent (and any change in such ratio as a result of a change in the amount of Indebtedness or Syndicated Letters of Credit, or Bank Letters of Credit shall be effective as of the date such change shall occur and any change in such ratio as a result of a change in the amount of Annualized Operating Cash Flow shall be effective as of the date of receipt by the Administrative Agent of the Compliance Certificate or the certificate delivered pursuant to Section 9.01(h) hereof, as the case may be, reflecting such change). Notwithstanding the foregoing, for purposes of calculating the Cash Flow Ratio, (i) there shall be excluded from Indebtedness, to the extent otherwise included as Indebtedness, (A) any deferred or contingent obligation of the Company to pay the consideration for an Investment not prohibited by Section 9.15 hereof to the extent such obligation can be satisfied with the delivery of common stock of the Parent Corp. or other equity interests of the Parent and the Company covenants and agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such common stock or other equity interests; (B) any deferred purchase price in connection with any acquisition not prohibited by Section 9.14 to the extent that the Company's obligations in respect of such deferred purchase price consist solely of an agreement to deliver common stock of the Parent Corp. or other equity interests of the Parent; (C) all obligations under any Interest Swap Agreement; and (D)(x) all obligations under any Guarantee permitted under subparagraph (viii) of Section 9.11 hereof and (y) all obligations under any Guarantee not prohibited by Section 9.11 hereof so long as the obligations under such Guarantees referred to in this clause (y) are payable, solely at the option of the Company, in common stock of the Parent Corp. or other equity interests of the Parent and the Company covenants and agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such common stock or other equity interests; and (ii) if on the date of calculation there are no Loans outstanding, there shall be deducted from Indebtedness the aggregate amount of Cash On Hand of the Company and its Restricted Subsidiaries on the date of calculation. 2 (c) Section 9.01 of the Credit Agreement shall be amended by inserting after clause (g) thereof a new clause (h) thereto to read in its entirety as follows: (h) Within 35 days after the end of each calendar month, a certificate of a senior financial executive of the Company in substantially the form of Exhibit H hereto as at the last day of such month. (d) The Credit Agreement shall be amended by inserting as Exhibit H thereto a certificate in the form of Exhibit A hereto. Section 1.3. EFFECTIVE DATE. This Amendment shall become effective as of the date first written above (the "Effective Date") on the first date when this Amendment shall have been duly executed and delivered by the Company, each of the Restricted Subsidiaries that are parties to the Credit Agreement, the Administrative Agent and the Majority Banks. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. REPRESENTATIONS AND WARRANTIES. Each of the Company and the Restricted Subsidiaries that are parties to the Credit Agreement represents and warrants as follows: (a) POWER; BINDING AGREEMENTS. Each of the Company and such Restricted Subsidiaries has full power, authority and legal right to make and perform this Amendment and the Amended Credit Agreement. This Amendment and the Amended Credit Agreement constitute the legal, valid and binding obligations of each of the Company and such Restricted Subsidiaries, enforceable in accordance with their terms (except for limitations on enforceability under bankruptcy, reorganization, insolvency and other similar laws affecting creditors' rights generally and limitations on the availability of the remedy of specific performance imposed by the application of general equitable principles). (b) AUTHORITY; NO CONFLICT. The making and performance of this Amendment and the Amended Credit Agreement by each of the Company and such Restricted Subsidiaries have been duly authorized by all necessary action and do not and will not (i) violate any provision of any laws, orders, rules or regulations presently in effect (other than violations that, singly or in the aggregate, have not had and are not likely to have a Materially Adverse Effect), or any provision of any of the Company's or the Restricted Subsidiaries' respective partnership agreements, charters or by-laws presently in effect; (ii)result in the breach of, or constitute a default or require any consent under, any existing indenture or other agreement or instrument to which the Company or any of the Restricted Subsidiaries is a party or by which their respective properties may be bound or affected (other than any breach, default or required consent that, singly or in the aggregate, have not had and are not likely to have a Materially Adverse Effect); or (iii) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties or assets now owned or hereafter acquired by the Company or any of the Restricted Subsidiaries. 3 (c) APPROVAL OF REGULATORY AUTHORITIES. No approval or consent of, or filing or registration with, any federal, state or local commission or other regulatory authority is required in connection with the execution, delivery and performance by the Company and such Restricted Subsidiaries of this Amendment and the Amended Credit Agreement. Section 2.2. SURVIVAL. Each of the foregoing representations and warranties shall be made at and as of the Effective Date and shall constitute a representation and warranty of the Company and the Restricted Subsidiaries made under the Amended Credit Agreement and it shall be an Event of Default if any such representation and warranty shall prove to have been incorrect or misleading in any material respect when made. Each of the representations and warranties made under the Amended Credit Agreement (and including those representations and warranties made herein) shall survive and not be waived by the execution and delivery of this Amendment. ARTICLE III MISCELLANEOUS Section 3.1. GOVERNING LAW. This Amendment shall be construed in accordance with and governed by the laws of the State of New York. Section 3.2. COUNTERPARTS. This Amendment 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 3.3. EXPENSES. The Company hereby agrees to pay or reimburse the Administrative Agent for all reasonable fees and expenses, including attorneys' fees, incurred in connection with the negotiation, preparation, execution and delivery of this Amendment. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. CSC HOLDINGS, INC. By /s/ John Bier ---------------------------------------------------------- Name: John Bier Title: Authorized Signatory CABLEVISION OF CONNECTICUT CORPORATION CABLEVISION AREA 9 CORPORATION CABLEVISION FAIRFIELD CORPORATION COMMUNICATIONS DEVELOPMENT CORPORATION 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 Amendment No. 1 CABLEVISION OF CLEVELAND G.P., INC. CABLEVISION OF CLEVELAND L.P., INC. TELERAMA, INC. CABLEVISION OF THE MIDWEST HOLDING CO., INC. CSC ACQUISITION CORPORATION CSC ACQUISITION - NY, INC. CSC ACQUISITION - MA, INC. A-R CABLE SERVICES - NY, INC. CABLEVISION LIGHTPATH, INC. CABLEVISION OF BROOKLINE, INC. CABLEVISION SYSTEMS BROOKLINE CORPORATION ARSENAL MSUB 2, INC. PETRA CABLEVISION CORPORATION SUFFOLK CABLE CORPORATION SAMSON CABLEVISION CORP. SUFFOLK CABLE OF SMITHTOWN, INC. SUFFOLK CABLE OF SHELTER ISLAND, INC. CABLEVISION SYSTEMS NEW YORK CITY CORPORATION CABLEVISION OF WAPPINGERS FALLS, INC. Amendment No. 1 CABLEVISION OF BROOKHAVEN, INC. CABLEVISION OF SOUTHERN WESTCHESTER, INC. CABLEVISION OF OAKLAND, INC. CABLEVISION OF PATERSON, INC. CABLEVISION OF ROCKLAND/RAMAPO, INC. CABLEVISION OF WARWICK, INC. MONTAGUE CABLE COMPANY, INC. CSC TKR, INC. CSC TKR I, INC. CABLEVISION MFR, INC. CABLEVISION OF MONMOUTH, INC. CABLEVISION OF HUDSON COUNTY, INC. CABLEVISION OF NEW JERSEY, INC. CSC GATEWAY CORPORATION CABLEVISION OF LITCHFIELD, INC. 151 S. FULTON STREET CORPORATION By /s/ John Bier ---------------------------------------------------------- Name: John Bier Title: Authorized Signatory of each of the above-named corporations Amendment No. 1 CSC GATEWAY CORPORATION CABLEVISION OF NEW JERSEY, INC., each a General Partner of Cablevision of Newark CABLEVISION OF NEW JERSEY, INC. CSC GATWEWAY CORPORATION each a General Partner of Cablevision of Newark CABLEVISION SYSTEMS BROOKLINE CORPORATION Managing General Partner of Cablevision of Ossining, L.P. CABLEVISION AREA 9 CORPORATION, General Partner of Cablevision of Connecticut, L.P. CABLEVISION OF CLEVELAND G.P., INC., General Partner of Cablevision of Cleveland, L.P. CABLEVISION FAIRFIELD CORPORATION, General Partner of Cablevision Systems of Southern Connecticut, L.P. CSC TKR, INC., General Partner of KRC/CCC Investment Partnership By /s/ John Bier ---------------------------------------------------------- Name: John Bier Title: Authorized Signatory of each of the above corporate general partners Amendment No. 1 TORONTO DOMINION (TEXAS), INC., as Administrative Agent and a Bank By /s/ Neva Nesbitt ---------------------------------------------------------- Name: Neva Nesbitt Title: Vice President TD SECURITIES (USA) INC., as Co-Lead Arranger and Co-Book Manager By /s/ Amy G. Josephson ---------------------------------------------------------- Name: Amy G. Josephson Title: Managing Director BANC OF AMERICA SECURITIES LLC, as Co-Lead Arranger and Co-Book Manager By /s/ Barbara P. Jorgensen ---------------------------------------------------------- Name: Barbara P. Jorgensen Title: Managing Director BANK OF AMERICA, N.A., as Syndication Agent and a Bank By /s/ Todd Shipley ---------------------------------------------------------- Name: Todd Shipley Title: Managing Director THE BANK OF NEW YORK, as a Bank, Arranger and Co-Documentation Agent By /s/ Brendan Nedzi ---------------------------------------------------------- Name: Brendan Nedzi Title: Senior Vice Presidnent Amendment No. 1 THE BANK OF NOVA SCOTIA, as a Bank, Arranger and Co-Documentation Agent By /s/ P.A. Weissenberger ---------------------------------------------------------- Name: P.a. Weissenberger Title: Authorized Sitgnatory THE CHASE MANHATTAN BANK, as a Bank and Co-Documentation Agent By /s/ Peter B. Thaver ---------------------------------------------------------- Name: Peter B. Thaver Title: Vice President FLEET NATIONAL BANK, as a Bank and Arranger By /s/ Arthur S. Torrey ---------------------------------------------------------- Name: Arthur S. Torrey Title: Vice President SALOMON SMITH BARNEY INC., as Arranger By /s/ Suzanne Crymas ---------------------------------------------------------- Name: Suzanne Crymas Title: Vice President CITIBANK, N.A., as a Bank By /s/ Suzanne Crymas ---------------------------------------------------------- Name: Suzanne Crymas Title: Vice President Amendment No. 1 THE DAI-ICHI KANGYO BANK, LTD (d/b/a MIZUHO FINANCIAL GROUP) as a Bank and Arranger By /s/ Scott A. DeHaas ---------------------------------------------------------- Name: Scott A. DeHaas Title: Credit Officer THE FUJI BANK, LTD (d/b/a MIZUHO FINANCIAL GROUP) as a Bank and Arranger By /s/ Raymond Ventura ---------------------------------------------------------- Name: Raymond Ventura Title: Senior Vice President BANK OF MONTREAL, as a Bank and a Managing Agent By /s/ Sarah Kim ---------------------------------------------------------- Name: Sarah Kim Title: Director BARCLAYS BANK PLC, as a Bank and a Managing Agent By /s/ Timorthy C. Harrington ---------------------------------------------------------- Name: Timorthy C. Harrington Title: Director BNP PARIBAS, as a Bank and a Managing Agent By ---------------------------------------------------------- Name: Title: By ---------------------------------------------------------- Name: Title: Amendment No. 1 CREDIT LYONNAIS NEW YORK BRANCH, as a Bank and a Managing Agent By /s/ Jeremy Horn ---------------------------------------------------------- Name: Jeremy Horn Title: Authorized Signature DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Bank and a Managing Agent By /s/ William E. Lambert ---------------------------------------------------------- Name: William E. Lambert Title: Vice President By /s/ Michael S. Greenberg ---------------------------------------------------------- Name: Michael S. Greenberg Title: Associate FIRST UNION NATIONAL BANK, as a Bank and a Managing Agent By /s/ Mark L. Cook ---------------------------------------------------------- Name: Mark L. Cook Title: Senior Vice President ROYAL BANK OF CANADA, as a Bank and a Managing Agent By ---------------------------------------------------------- Name: Title: Amendment No. 1 SOCIETE GENERALE, as a Bank and Co-Agent By /s/ Elaine Khalil ---------------------------------------------------------- Name: Elaine Khalil Title: Director SUNTRUST BANK, as a Bank and Co-Agent By /s/ W. David Wisdom ---------------------------------------------------------- Name: W. David Wisdom Title: Vice President BANK ONE, NA, as a Bank By /s/ Curtis R. Worthington ---------------------------------------------------------- Name: Curtis R. Worthington Title: Corporate Banking Officer BEAR STEARNS CORPORATE LENDING INC., as a Bank By /s/ Keith C. Barnish ---------------------------------------------------------- Name: Keith C. Barnish Title: Executive Vice President GENERAL ELECTRIC CAPITAL CORPORATION, as a Bank By /s/ Kenneth M. Gacevich ---------------------------------------------------------- Name: Kenneth M. Gacevich Title: Duly Authorized Signatory MELLON BANK, N.A., as a Bank By /s/ Nancy E. Gale ---------------------------------------------------------- Name: Nancy E. Gale Title: Vice President Amendment No. 1 MERRILL LYNCH CAPITAL CORPORATION, as a Bank By /s/ Carol J.E. Feeley ---------------------------------------------------------- Name: Carol J.E. Feeley Title: Vice President Merrill Lynch Capital Corp. PNC BANK, N.A., as a Bank By /s/ Karen L. Kooman ---------------------------------------------------------- Name: Karen L. Kooman Title: Vice President UNION BANK OF CALIFORNIA, N.A., as a Bank By /s/ Peter C Connoy ---------------------------------------------------------- Name: Peter C Connoy Title: Vice President J.P. MORGAN SECURITIES INC., as Arranger By /s/ [ILLEGIBLE] ---------------------------------------------------------- Name: [ILLEGIBLE] Title: MANAGING DIRECTOR Amendment No. 1
