Exhibit 10.35
AMENDMENT NO. 2
dated as of November 19, 2001
to
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of June 26, 2001
and
AMENDMENT NO. 1
dated as of November 19, 2001
to
PLEDGE 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
CREDIT AGREEMENT
Section 1.1. CREDIT AGREEMENT. Reference is made to the Seventh Amended &
Restated Credit Agreement, dated as of June 26, 2001 (as amended by Amendment
No. 1, dated as of July 20, 2001, to Seventh Amended and Restated Credit
Agreement, dated as of July 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. 2 to Seventh Amended and Restated
Credit Agreement and Amendment No. 1 to Pledge Agreement (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 Second Amendment Effective Date
(as defined in Section 4.5 hereof):
(a) Clauses (a) and (b) of the definition of "Applicable Margin" in
Section 1.01 of the Credit Agreement shall be amended and restated in
their entirety as follows:
(a) With respect to Base Rate Loans
(i) 1.000% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was greater
than 6.25 to 1;
(ii) 0.750% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was less than
or equal to 6.25 to 1 and greater than 6.00 to 1;
(iii) 0.500% at all times during any Applicable Period if the
Cash Flow Ratio as at the end of the immediately preceding Quarter was less
than or equal to 6.00 to 1 and greater than 5.50 to 1;
(iv) 0.375% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was less than
or equal to 5.50 to 1 and greater than 5.00 to 1;
(v) 0.250% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was less than
or equal to 5.00 to 1 and greater than 4.50 to 1;
(vi) 0.000% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was less than
or equal to 4.50 to 1; and
(b) With respect to Eurodollar Loans
(i) 2.000% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was
greater than 6.25 to 1;
(ii) 1.750% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was less
than or equal to 6.25 to 1 and greater than 6.00 to 1;
(iii) 1.500% at all times during any Applicable Period if the
Cash Flow Ratio as at the end of the immediately preceding Quarter was
less than or equal to 6.00 to 1 and greater than 5.50 to 1;
(iv) 1.375% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was less
than or equal to 5.50 to 1 and greater than 5.00 to 1;
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(v) 1.250% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was less
than or equal to 5.00 to 1 and greater than 4.50 to 1;
(vi) 1.000% at all times during any Applicable Period if the Cash
Flow Ratio as at the end of the immediately preceding Quarter was less
than or equal to 4.50 to 1 and greater than 4.00 to 1;
(vii) 0.875% at all times during any Applicable Period if the
Cash Flow Ratio as at the end of the immediately preceding Quarter was
less than or equal to 4.00 to 1.
(b) Section 9.22 of the Credit Agreement shall be amended and restated in
its entirety as follows:
CASH FLOW RATIO. The Company and the Guarantors will not permit the Cash
Flow Ratio to exceed the following respective amounts at any time during
the following respective periods:
PERIOD RATIO
From and including the Effective Date to
and including September 30, 2001 6.25 to 1
From and including October 1, 2001 to and
including March 31, 2004 6.75 to 1
From and including April 1, 2004 to and
including March 31, 2005 6.25 to 1
From and including April 1, 2005 to and
including December 31, 2005 5.25 to 1
On and after January 1, 2006 4.50 to 1
ARTICLE II
PLEDGE AGREEMENT
Section 2.1. PLEDGE AGREEMENT. Reference is made to the Pledge Agreement,
dated as of June 26, 2001, by and between the Company and the Administrative
Agent (the "PLEDGE AGREEMENT"). The Pledge Agreement as amended by this
Amendment (the "AMENDED PLEDGE AGREEMENT" and together with the Amended Credit
Agreement, the "AMENDED LOAN DOCUMENTS") is and shall continue to be in full
force and effect and is hereby in all respects ratified and confirmed.
Section 2.2. AMENDMENT. Upon and after the Second Amendment Effective Date:
(a) Clause "Third" of Section 4.01 of the Pledge Agreement shall be
amended and restated in its entirety as follows:
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Third. To the payment, pro rata, of (i) the other Secured Obligations
(other than Swap Obligations) in such order as the Majority Banks may elect
and (ii) the Swap Obligations (with the Pledgor remaining liable, in each
case, for any deficiency); and
(b) The definition of "Secured Obligations" in Section 6.01(b) of the
Pledge Agreement shall be amended and restated in its entirety as follows:
"SECURED OBLIGATIONS" means (i) all Liabilities of the Pledgor owing to, or
in favor or for the benefit of, or purporting to be owing to, or in favor
or for the benefit of, the Principals under the Loan Documents and (ii) all
Swap Obligations, in each case (a)(1) whether now existing or hereafter
arising or acquired and (2) whether or not arising or acquired pursuant to
a commitment, (b) whether owing to, or in favor or for the benefit of, or
purporting to be owing to, or in favor or for the benefit of, persons that
are principals as of the agreement date or that become principals by reason
of any succession or assignment at any time thereafter and (c) whether or
not an allowable claim against the Pledgor or any guarantor under the
bankruptcy code or otherwise enforceable against any such person, and
including, in any event, interest and other liabilities accruing or arising
after the filing by or against any such person of a petition under the
bankruptcy code or that would have so accrued or arisen but for the filing
of such a petition.
(c) Section 6.01(b) of the Pledge Agreement shall be amended by inserting
the following definition in alphabetical order therein:
"SWAP OBLIGATIONS" means all Liabilities of the Pledgor owing to, or in
favor or for the benefit of, or purporting to be owing to, or in favor or
for the benefit of, any Bank (or an Affiliate thereof) under any Interest
Swap Agreement or any other similar agreement (including any option to
enter into any of the foregoing) designed to protect the Pledgor against
fluctuations in interest rates or similar risks.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1. 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 Loan Documents. This Amendment and the Amended Loan
Documents 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 Loan Documents by each of the Company and such
Restricted Subsidiaries
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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.
(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 Loan Documents.
(d) CREDIT AGREEMENT REPRESENTATIONS AND WARRANTIES. Each
representation and warranty made by the Company in the Credit Agreement is true
and correct at and as of the date hereof, except to the extent that such
representation and warranty expressly relates to an earlier date.
Section 3.2. SURVIVAL. Each of the foregoing representations and warranties
shall be made at and as of the Second Amendment 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 Loan Documents (and
including those representations and warranties made herein) shall survive and
not be waived by the execution and delivery of this Amendment.
ARTICLE IV
MISCELLANEOUS
Section 4.1. GOVERNING LAW. This Amendment shall be construed in accordance
with and governed by the laws of the State of
New York.
Section 4.2. 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 4.3. 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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Section 4.4. AMENDMENT FEE. The Company hereby agrees that it shall pay to
each Bank which executes and delivers to the Administrative Agent (or its
designee) a counterpart hereof on or prior to the Second Amendment Effective
Date, a non-refundable cash fee in an amount equal to 10.0 basis points (0.10%)
of the Commitment of such Bank, as in effect on the Second Amendment Effective
Date, which fee shall be paid by the Company for distribution to the Banks not
later than the Second Amendment Effective Date.
Section 4.5. SECOND AMENDMENT EFFECTIVE DATE. This Amendment shall become
effective as of the date first written above (the "SECOND AMENDMENT EFFECTIVE
DATE") on the first date when (i) 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
and (ii) the fee payable pursuant to Section 4.4 hereof shall have been paid in
full.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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
--------------------------------------------
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
Credit Agreement Amendment No.2/Pledge Agreement 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.
Credit Agreement Amendment No.2/Pledge Agreement 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
-------------------------------------
Name: Xxxx Xxxx
Title: Authorized Signatory
of each of the above-named corporations
Credit Agreement Amendment No.2/Pledge Agreement 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
---------------------------------------
Name: Xxxx Xxxx
Title: Authorized Signatory
of each of the above corporate general partners
Credit Agreement Amendment No.2/Pledge Agreement Amendment Xx.0
XXXXXXX XXXXXXXX (XXXXX), INC., as
Administrative Agent and a Bank
By /s/ Navanesbitt
---------------------------------------
Name: Navanesbitt
Title: Vice President
TD SECURITIES (USA) INC., as
Co-Lead Arranger and Co-Book Manager
By /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
as Co-Lead Arranger and Co-Book Manager
By /s/ Xxxxxxx Xxxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
BANK OF AMERICA, N.A., as Syndication Agent and a
Bank
By /s/ Toddshipley
---------------------------------------
Name: Toddshipley
Title: Managing Director
THE BANK OF
NEW YORK,
as a Bank, Arranger and Co-Documentation Agent
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Credit Agreement Amendment No.2/Pledge Agreement Amendment Xx.0
XXX XXXX XX XXXX XXXXXX, as a Bank,
Arranger and Co-Documentation Agent
By /s/ P.A. Xxxxxxxxxxxxx
---------------------------------------
Name: P.A. Xxxxxxxxxxxxx
Title: Authorized Signatory
THE CHASE MANHATTAN BANK, as a Bank and
Co-Documentation Agent
By /s/ Xxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Director
FLEET NATIONAL BANK, as a Bank and Arranger
By /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXXX XXXXX XXXXXX INC., as Arranger
By /s/ [ILLEGIBLE]
---------------------------------------
Name:
Title: Attorney-In-Fact
CITIBANK, N.A., as a Bank
By /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
Credit Agreement Amendment No.2/Pledge Agreement Amendment No.1
THE DAI-ICHI KANGYO BANK, LTD
(d/b/a MIZUHO FINANCIAL GROUP)
as a Bank and Arranger
By /s/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
Title: Credit Officer
THE FUJI BANK, LTD
(d/b/a MIZUHO FINANCIAL GROUP)
as a Bank and Arranger
By /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
BANK OF MONTREAL, as a Bank and a Managing Agent
By /s/ Xxxxx Xxx
---------------------------------------
Name: Xxxxx Xxx
Title: Director
BARCLAYS BANK PLC, as a Bank and a Managing Agent
By /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Director
BNP PARIBAS, as a Bank and a Managing Agent
By /s/ Serge Derrayaud
---------------------------------------
Name: Serge Derrayaud
Title: Head of Asset Management
Media & Telecom Finance
By /s/ Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
Media & Telecom Finance
Credit Agreement Amendment No.2/Pledge Agreement Amendment No.1
CREDIT LYONNAIS
NEW YORK BRANCH, as a Bank
and a Managing Agent
By /s/ Xxxxxx Xxxx
---------------------------------------
Name: Joremy Horn
Title: Authorized Signature
DRESDNER BANK AG,
NEW YORK AND GRAND
CAYMAN BRANCHES, as a Bank and a Managing Agent
By /s/ Xxxxxxx X. Lambett
---------------------------------------
Name: Xxxxxxx X. Lambett
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Associate
FIRST UNION NATIONAL BANK, as a Bank and a
Managing Agent
By /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
ROYAL BANK OF CANADA, as a Bank and a Managing Agent
By /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
Credit Agreement Amendment No.2/Pledge Agreement Amendment No.1
SOCIETE GENERALE, as a Bank and Co-Agent
By /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: /s/ Xxxxxx Xxxxxx
Title: Director
SUNTRUST BANK, as a Bank and Co-Agent
By /s/ Xxxxx X Xxxxx
---------------------------------------
Name: Xxxxx X Xxxxx
Title: Managing Director
BANK ONE, NA, as a Bank
By /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Assistant Vice President
BEAR XXXXXXX CORPORATE LENDING INC., as a Bank
By /s/ Xxxxxx X Xxxxxxxxxxxx
---------------------------------------
Name: Xxxxxx X Xxxxxxxxxxxx
Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION, as a Bank
By /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
MELLON BANK, N.A., as a Bank
By /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Credit Agreement Amendment No.2/Pledge Agreement Amendment No.1
XXXXXXX XXXXX CAPITAL CORPORATION, as a Bank
By /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Bank
By Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A., as a Bank
By
---------------------------------------
Name:
Title:
X.X. XXXXXX SECURITIES INC., as Arranger
By
---------------------------------------
Name:
Title:
SUMITOMO MITSUI BANKING CORPORATION, as a Bank
By /s/ Xxx X. Xxxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Vice President
Credit Agreement Amendment No.2/Pledge Agreement Amendment NO.1
