Underwriting AgreementUnderwriting Agreement • June 12th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
Altice USA, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of Class A common stock, par value $0.01 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (each a “Selling Stockholder” and together, the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [·] shares of Class A common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, propose to sell at the option of the Underwriters, up to an additional [·] shares of Class A common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Comp
CEQUEL COMMUNICATIONS HOLDINGS I, LLC CEQUEL CAPITAL CORPORATION as Issuers and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Transfer Agent, and Registrar INDENTURE Dated as of October 18, 2018 7¾% Senior Notes due 2025Indenture • October 19th, 2018 • Altice USA, Inc. • Cable & other pay television services • New York
INDENTURE dated as of October 18, 2018, among, inter alios, Cequel Communications Holdings I, LLC, a limited liability company incorporated under the laws of Delaware (the “Company”) and Cequel Capital Corporation, a corporation incorporated under the laws of Delaware (the “Co-Issuer” and, together with the Company, the “Issuers”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and paying agent, transfer agent and registrar.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 1st, 2024 • Altice USA, Inc. • Cable & other pay television services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2024, between Altice USA, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
CSC HOLDINGS, LLC, as Issuer, THE INITIAL GUARANTORS NAMED IN SCHEDULE 1 HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of January 25, 2024 11.750% Senior Guaranteed Notes due...Indenture • January 25th, 2024 • Altice USA, Inc. • Cable & other pay television services • New York
INDENTURE dated as of January 25, 2024, among CSC Holdings, LLC, a limited liability company incorporated under the laws of Delaware (the “Issuer”), the Initial Guarantors named in Schedule 1 hereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and paying agent, transfer agent and registrar.
CABLEVISION LIGHTPATH LLC, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Transfer Agent, Registrar and Notes Collateral Agent INDENTURE Dated as of September 29, 2020 3.875% Senior Secured Notes due 2027Indenture • October 1st, 2020 • Altice USA, Inc. • Cable & other pay television services • New York
INDENTURE dated as of September 29, 2020, among Cablevision Lightpath LLC, a Delaware limited liability company (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), paying agent, transfer agent, registrar and collateral agent.
CSC HOLDINGS, LLC, as Issuer, THE INITIAL GUARANTORS NAMED IN SCHEDULE 1 HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of January 31, 2019 6.500% Senior Guaranteed Notes due 2029Indenture • February 5th, 2019 • Altice USA, Inc. • Cable & other pay television services • New York
INDENTURE dated as of January 31, 2019, among CSC Holdings, LLC, a limited liability company incorporated under the laws of Delaware (the “Issuer”), the Initial Guarantors named in Schedule 1 hereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and paying agent, transfer agent and registrar.
ALTICE US FINANCE I CORPORATION, as Issuer THE GUARANTORS NAMED HEREIN, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Transfer Agent and Registrar and JPMORGAN CHASE BANK, N.A., as Notes Security Agent INDENTURE Dated as of October...Indenture • October 19th, 2018 • Altice USA, Inc. • Cable & other pay television services • New York
SUPPLEMENTAL INDENTURE dated as of [ ], among [GUARANTOR] (the “New Guarantor”), Altice US Finance I Corporation (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
EXTENSION AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2024 • Altice USA, Inc. • Cable & other pay television services • New York
EXTENSION AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 9, 2024 (this “Extension Amendment”), among Cablevision Lightpath LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, the Revolving Credit Lenders party hereto, the L/C Issuers party hereto, the Swingline Lenders party hereto, the 2024 Extension Arranger and Goldman Sachs Bank USA, as the administrative agent (in such capacity, the “Administrative Agent”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 28th, 2018 • Altice USA, Inc. • Cable & other pay television services • New York
SUPPLEMENTAL INDENTURE dated as of November 21, 2018 by and among CSC Holdings, LLC, a limited liability company incorporated and existing under the laws of Delaware (the “Issuer”), the additional guarantors set forth in Schedule I hereto (the “Additional Guarantors” and each an “Additional Guarantor”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT by and among Altice USA, Inc., the Stockholders signatories hereto and the other parties signatories hereto Dated as of June 7, 2018Stockholders and Registration Rights Agreement • June 13th, 2018 • Altice USA, Inc. • Cable & other pay television services • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT (as it may be amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 7, 2018 and which shall be effective simultaneously with the consummation of the Distribution (as defined below), is entered into by and among Altice USA, Inc., a Delaware corporation (the “Company”), Altice (as defined below), Next Alt (as defined below), the Stockholders identified in Schedule A hereto (as such schedule may be updated, from time to time, by the Board as the Board deems appropriate to reflect changes thereon), and any other stockholder of the Company who becomes a party to this Agreement from time to time pursuant to the terms hereof.
FACILITY GUARANTYFacility Guaranty • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
FACILITY GUARANTY (this “Guaranty”), dated as of December 21, 2015, by each of the Affiliates of the Borrower listed on the signature pages hereto (each such Person, individually, a “Guarantor” and, collectively, the “Guarantors”) in favor of (a) JPMorgan Chase Bank, N.A., as administrative agent (together with any successor and assign, the “Administrative Agent”) for its own benefit and the benefit of the other Secured Parties, (b) the Secured Parties and (c) the Security Agent (on behalf of and for the benefit of the Administrative Agent and the other Secured Parties, but solely in its role as representative of the Secured Parties in holding and enforcing the Collateral and the Security Documents).
SUPPLEMENTAL INDENTURESupplemental Indenture • October 19th, 2018 • Altice USA, Inc. • Cable & other pay television services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 17, 2018, among, inter alios, Cequel Communications Holdings I, LLC, a Delaware limited liability company, Cequel Capital Corporation, a Delaware corporation (collectively, the “Co-Issuers”) and Deutsche Bank Trust Company Americas, as “Trustee”.
SEVENTH AMENDMENT TO CREDIT AGREEMENT (Extension Amendment, Incremental Loan Assumption Agreement & Assignment and Acceptance)Credit Agreement • January 30th, 2019 • Altice USA, Inc. • Cable & other pay television services • New York
CREDIT AGREEMENT, dated as of October 9, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Neptune Finco Corp., a Delaware corporation (“Merger Sub”, and at any time prior to the consummation of the Borrower Merger (as defined below) and as further defined in Section 1.01, the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) party hereto and JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent for the Loans (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and JPM as security agent (in such capacity, including any successor thereto, the “Security Agent”) for the Lenders.
ALTICE USA 2017 LONG TERM INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT (PERFORMANCE-BASED VESTING)Nonqualified Stock Option Award Agreement • March 6th, 2018 • Altice USA, Inc. • Cable & other pay television services • Delaware
THIS OPTION AGREEMENT (the “Agreement”) is made effective as of _____________ (the “Date of Grant”) between Altice USA, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”).
ALTICE USA 2017 LONG TERM INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • December 30th, 2021 • Altice USA, Inc. • Cable & other pay television services • Delaware
THIS OPTION AGREEMENT (the “Agreement”) is made on _____________ (the “Date of Grant”) between Altice USA, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”) pursuant to the Altice USA 2017 Long Term Incentive Plan, as amended (the “Plan”), and shall become effective upon the Participant signing and returning the Acceptance Notice (as defined below) to the Company.
NOTES PLEDGE AND SECURITY AGREEMENT dated as of May 20, 2016 between CEQUEL COMMUNICATIONS HOLDINGS II, LLC and JPMORGAN CHASE BANK, N.A., as the Security AgentNotes Pledge and Security Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
This NOTES PLEDGE AND SECURITY AGREEMENT, dated as of May 20, 2016 (this “Agreement”), is entered into between CEQUEL COMMUNICATIONS HOLDINGS II, LLC (“Grantor”), and JPMORGAN CHASE BANK, N.A. (“JPM”), as security agent for the Secured Parties (as herein defined) (in such capacity as security agent, the “Security Agent”).
ALTICE USA 2017 LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 23rd, 2023 • Altice USA, Inc. • Cable & other pay television services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made on (the “Date of Grant”) between Altice USA, Inc., a Delaware corporation (the “Company”), and (the “Participant”) pursuant to the Amended and Restated Altice USA 2017 Long Term Incentive Plan, as amended (the “Plan”), and shall become effective upon the Participant signing and returning the Acceptance Notice (as defined below) to the Company.
CABLEVISION SYSTEMS CORPORATION as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 15, 2010 to the Indenture dated as of April 2, 2010 $750,000,000 7.75% Senior Notes due 2018 $500,000,000 8.00%...First Supplemental Indenture • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of April 15, 2010, between CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • October 19th, 2018 • Altice USA, Inc. • Cable & other pay television services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 17, 2018, among, inter alios, Altice US Finance I Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Company Americas, as Trustee.
LOANS PLEDGE AND SECURITY AGREEMENT dated as of December 21, 2015 between CEQUEL COMMUNICATIONS HOLDINGS II, LLC and JPMORGAN CHASE BANK, N.A., as the Security AgentLoans Pledge and Security Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
This LOANS PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2015 (this “Agreement”), is entered into between CEQUEL COMMUNICATIONS HOLDINGS II, LLC (“Grantor”), and JPMORGAN CHASE BANK, N.A. (“JPM”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Security Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 2nd, 2022 • Altice USA, Inc. • Cable & other pay television services
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 7, 2022, is by and between Altice USA, Inc., a Delaware corporation (the “Company”), and Dennis Mathew (“Executive”) (the Company and Executive collectively referred to as the “Parties” or individually referred to as a “Party”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
SUPPLEMENTAL INDENTURE dated as of June 21, 2016 by and among CSC Holdings, LLC, a limited liability company incorporated and existing under the laws of Delaware (as successor by merger to Neptune Finco Corp. (the “Initial Issuer”), the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
This COPYRIGHT SECURITY AGREEMENT, dated as of May 20, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as notes security agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Security Agent”).
STOCKHOLDERS’ AGREEMENT dated as of by and among ALTICE USA, INC., NEXT ALT S.À R.L. and A4 S.A.Shareholder Agreements • May 21st, 2018 • Altice USA, Inc. • Cable & other pay television services • Delaware
PLEDGE AGREEMENT dated as of June 21, 2016 Among CSC HOLDINGS, LLC and CERTAIN SUBSIDIARIES OF CSC HOLDINGS, LLC, as Pledgors and JPMORGAN CHASE BANK, N.A., as Security AgentPledge Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
In consideration of the execution and delivery of the Credit Agreement by the Lenders listed on the signature pages thereof and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and security agent (in such capacity, the “Security Agent”), CSC Holdings, LLC, a Delaware limited liability company (the “Company”), and each of the undersigned subsidiaries of the Company (each, together with the Company and each Additional Pledgor (defined below) that becomes a party hereto pursuant to Section 5.23, collectively, the “Pledgors” and, individually, each a “Pledgor”) hereby agree with the Security Agent as follows (with certain terms used herein being defined in Article 6):
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
This COPYRIGHT SECURITY AGREEMENT, dated as of December 21, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Security Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
This TRADEMARK SECURITY AGREEMENT, dated as of December 21, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Security Agent”).
MASTER SEPARATION AGREEMENTMaster Separation Agreement • May 21st, 2018 • Altice USA, Inc. • Cable & other pay television services • Delaware
MASTER SEPARATION AGREEMENT, dated as of May 18, 2018, between Altice N.V., a Dutch public company with limited liability (naamloze vennootschap) (“ANV”) and Altice USA, Inc., a Delaware corporation (“ATUS”) (ANV and ATUS each a “Party” and together, the “Parties”).
FIRST AMENDMENT TO CREDIT AGREEMENT (REFINANCING AMENDMENT)Credit Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
This FIRST AMENDMENT, dated as of October 25, 2016 (this “Amendment”), is made by and among Altice US Finance I Corporation, a Delaware corporation (the “Borrower”), each of the other Loan Parties signatory hereto, the several banks and financial institutions parties hereto as Lenders and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”) for the Lenders. Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below).
ContractCredit Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
AMENDMENT, dated as of June 20, 2016 (this “Amendment”), to the CREDIT AGREEMENT, dated as of October 9, 2015 (the “Credit Agreement”), among Neptune Finco Corp. (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and security agent.
INCREMENTAL LOAN ASSUMPTION AGREEMENTIncremental Loan Assumption Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services
INCREMENTAL LOAN ASSUMPTION AGREEMENT, dated as of JUNE 21, 2016 (this “Agreement”), by and among GOLDMAN SACHS BANK USA and MORGAN STANLEY SENIOR FUNDING, INC. (each, an “Additional Lender” and, collectively, the “Additional Lenders”), CSC HOLDINGS, LLC (as successor by merger to Neptune Finco Corp.) (the “Borrower”), the other LOAN PARTIES identified on the signature pages hereto and JPMORGAN CHASE BANK, N.A. as administrative agent (the “Administrative Agent”) and as security agent (the “Security Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
This TRADEMARK SECURITY AGREEMENT, dated as of May 20, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as notes security agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Security Agent”).
CABLEVISION SYSTEMS CORPORATION as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of September 27, 2012 to the Indenture dated as of April 2, 2010 $750,000,000 5.875% Senior Notes due 2022Second Supplemental Indenture • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 27, 2012, between CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
RESTRICTION AGREEMENTRestriction Agreement • February 14th, 2020 • Altice USA, Inc. • Cable & other pay television services • New York
THIS RESTRICTION AGREEMENT, dated and effective as of December 31, 2019 (respectively, this “Agreement” and the “Effective Date”), by and between Altice USA, Inc., a Delaware corporation (the “Company”), and Dexter Goei, an individual (“Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Class C Unit Award Agreement between Neptune Management Limited Partnership (“Neptune”) and Holder, effective as of July 13, 2016 (the “Neptune Agreement”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • May 16th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York
This COPYRIGHT SECURITY AGREEMENT, dated as of December 21, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Security Agent”).
