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, X.X. Xxxxxx Securities Inc., Mizuho
Financial Group and Xxxxxxx Xxxxx 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.
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(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.
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(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.
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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/ Xxxx Xxxx
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Name: Xxxx Xxxx
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 XXXXXX COUNTY, INC.
CABLEVISION OF NEW JERSEY, INC.
CSC GATEWAY CORPORATION
CABLEVISION OF LITCHFIELD, INC.
000 X. XXXXXX XXXXXX CORPORATION
By /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
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/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Authorized Signatory
of each of the above corporate general partners
Amendment Xx. 0
XXXXXXX XXXXXXXX (XXXXX), INC., as
Administrative Agent and a Bank
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
TD SECURITIES (USA) INC., as
Co-Lead Arranger and Co-Book Manager
By /s/ Xxx X. Xxxxxxxxx
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Name: Xxx X. Xxxxxxxxx
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
as Co-Lead Arranger and Co-Book Manager
By /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
BANK OF AMERICA, N.A., as Syndication Agent and a
Bank
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Managing Director
THE BANK OF NEW YORK,
as a Bank, Arranger and Co-Documentation Agent
By /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Senior Vice Presidnent
Amendment Xx. 0
XXX XXXX XX XXXX XXXXXX, as a Bank,
Arranger and Co-Documentation Agent
By /s/ P.A. Xxxxxxxxxxxxx
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Name: P.a. Xxxxxxxxxxxxx
Title: Authorized Sitgnatory
THE CHASE MANHATTAN BANK, as a Bank and
Co-Documentation Agent
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
FLEET NATIONAL BANK, as a Bank and Arranger
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXXX XXXXX XXXXXX INC., as Arranger
By /s/ Xxxxxxx Crymas
----------------------------------------------------------
Name: Xxxxxxx Crymas
Title: Vice President
CITIBANK, N.A., as a Bank
By /s/ Xxxxxxx Crymas
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Name: Xxxxxxx 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/ Xxxxx X. XxXxxx
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Name: Xxxxx X. XxXxxx
Title: Credit Officer
THE FUJI BANK, LTD
(d/b/a MIZUHO FINANCIAL GROUP)
as a Bank and Arranger
By /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
BANK OF MONTREAL, as a Bank and a Managing Agent
By /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: Director
BARCLAYS BANK PLC, as a Bank and a Managing Agent
By /s/ Xxxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Director
BNP PARIBAS, as a Bank and a Managing Agent
By
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Name:
Title:
By
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Name:
Title:
Amendment No. 1
CREDIT LYONNAIS NEW YORK BRANCH, as a Bank
and a Managing Agent
By /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Authorized Signature
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Bank and a Managing Agent
By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Associate
FIRST UNION NATIONAL BANK, as a Bank and a
Managing Agent
By /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Senior Vice President
ROYAL BANK OF CANADA, as a Bank and a Managing Agent
By
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Name:
Title:
Amendment No. 1
SOCIETE GENERALE, as a Bank and Co-Agent
By /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Director
SUNTRUST BANK, as a Bank and Co-Agent
By /s/ W. Xxxxx Xxxxxx
----------------------------------------------------------
Name: W. Xxxxx Xxxxxx
Title: Vice President
BANK ONE, NA, as a Bank
By /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Corporate Banking Officer
BEAR XXXXXXX CORPORATE LENDING INC., as a Bank
By /s/ Xxxxx X. Xxxxxxx
----------------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
GENERAL ELECTRIC CAPITAL CORPORATION, as a Bank
By /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
MELLON BANK, N.A., as a Bank
By /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
Amendment No. 1
XXXXXXX XXXXX CAPITAL CORPORATION, as a Bank
By /s/ Xxxxx X.X. Xxxxxx
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Name: Xxxxx X.X. Xxxxxx
Title: Vice President
Xxxxxxx Xxxxx Capital Corp.
PNC BANK, N.A., as a Bank
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A., as a Bank
By /s/ Xxxxx X Xxxxxx
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Name: Xxxxx X Xxxxxx
Title: Vice President
X.X. XXXXXX SECURITIES INC., as Arranger
By /s/ [ILLEGIBLE]
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Name: [ILLEGIBLE]
Title: MANAGING DIRECTOR
Amendment No. 1
