Exhibit 10.7

 

EXECUTION VERSION

 

FOURTH AMENDMENT TO CREDIT AGREEMENT
(Incremental Loan Assumption Agreement & Refinancing Amendment)

 

This FOURTH AMENDMENT, dated as of March 15, 2017 (this “Amendment”), is made by and among CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as borrower (the “Borrower”), each of the other Loan Parties signatory hereto, JPMorgan Chase Bank, N.A. as an additional lender (together with any other financial institution that signs this Amendment as an additional lender, the “Additional Lenders” and each, an “Additional Lender”), and Goldman Sachs Lending Partners LLC and JPMorgan Chase Bank, N.A. as joint lead arrangers, global coordinators and bookrunners (the “Lead Arrangers”, together with Barclays Bank PLC, Citigroup Global Markets INC., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities INC, TD Securities (USA) LLC and The Bank of Nova Scotia as additional arrangers and bookrunners, the “Arrangers” and each, an “Arranger”), the other several banks and financial institution 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).

 

RECITALS:

 

WHEREAS, reference is hereby made to the Credit Agreement, dated as of October 9, 2015 (the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the First Amendment, dated as of June 20, 2016, the Incremental Loan Assumption Agreement, dated as of June 21, 2016, the Incremental Loan Assumption Agreement, dated as of July 21, 2016, the Second Amendment to Credit Agreement, dated as of September 9, 2016 (the “Second Amendment”), the Third Amendment to Credit Agreement, dated as of December 9, 2016, and as may be further amended, restated, modified or supplemented from time to time, including pursuant to this Amendment, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto from time to time, the Administrative Agent, the Security Agent and the other parties thereto from time to time;

 

WHEREAS, pursuant to Section 2.22 of the Credit Agreement, the Borrower may establish Incremental Term Loan Commitments with banks, financial institutions and other institutional lenders who will become Incremental Term Loan Lenders (which, for the avoidance of doubt, may be existing or additional Lenders);

 

WHEREAS, pursuant to Section 2.24 of the Credit Agreement, the Borrower may request new term loans to extend, renew, replace, repurchase, retire or refinance, in whole or in part, existing Term Loans pursuant to the procedures described therein;

 

WHEREAS, the Borrower, the Additional Lenders and each March 2017 Refinancing Term Consenting Lender (as defined below) desire to establish (i) incremental loan facilities in an aggregate principal amount of $500,000,000 in accordance with Section 2.22 of the Credit Agreement and (ii) refinancing loan facilities in an aggregate principal amount of $2,500,000,000 to refinance in full (including by way of the Term Loan Conversions (as defined below), where applicable) the remaining outstanding 2016 Extended Term Loans (as defined in the Second Amendment) in accordance with Section 2.24 of the Credit Agreement; and

 

WHEREAS, subject to the terms and conditions of the Credit Agreement, each Additional Lender party hereto shall become a Lender pursuant to this Amendment;

 

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 

1.                                      Establishment of the March 2017 Term Loan Commitments.

 

(a)                                 Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof and effective as of the date on which such conditions precedent are satisfied (the “Effective Date”), and in accordance with the provisions of the Credit Agreement, including Section 2.22 of the Credit Agreement:

 

(i)                                     there is hereby established under the Credit Agreement a new Class of Incremental Term Loan Commitments;

 

 

(ii)                                  such Incremental Term Loan Commitments shall be referred to as the “March 2017 Incremental Term Loan Commitments”, and the Loans made pursuant to the March 2017 Incremental Term Loan Commitments shall be referred to as the “March 2017 Incremental Term Loans”;

 

(iii)                               the aggregate principal amount of the March 2017 Incremental Term Loan Commitments is $500,000,000; and

 

(iv)                              such March 2017 Incremental Term Loan Commitments and March 2017 Incremental Term Loans shall have the terms and provisions set forth in Section 1 of this Amendment.

 

(b)                                 Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof and effective as of the Effective Date, and in accordance with the provisions of the Credit Agreement, including Section 2.24 of the Credit Agreement:

 

(i)                                     there is hereby established under the Credit Agreement a new Class of Refinancing Term Commitments;

 

(ii)                                  such Refinancing Term Commitments shall be referred to as the “March 2017 Refinancing Term Loan Commitments”, and together with the March 2017 Incremental Term Loan Commitments, the “March 2017 Term Loan Commitments”, and the Loans made pursuant to the March 2017 Refinancing Term Loan Commitments shall be referred to as the “March 2017 Refinancing Term Loans”, and together with the March 2017 Incremental Term Loans, the “March 2017 Term Loans”;

 

(iii)                               the aggregate principal amount of the March 2017 Refinancing Term Loan Commitments (including by way of Term Loan Conversions) is $2,500,000,000; and

 

(iv)                              such March 2017 Refinancing Term Loan Commitments and March 2017 Refinancing Term Loans shall have the terms and provisions set forth in Section 1 of this Amendment.

 

(c)                                  From (and including) the Effective Date and until (but excluding) the Final Draw Date (as defined below), the March 2017 Incremental Term Loan Commitments and the March 2017 Refinancing Term Loan Commitments shall constitute separate Classes of Commitments under the Credit Agreement.

 

(d)                                 As of the Effective Date, each of the Additional Lenders hereby agrees to provide:  (i) the Incremental Term Loan Commitment set forth on Schedule 1A hereto pursuant to and in accordance with Section 2.22 of the Credit Agreement and (ii) the Refinancing Term Commitment set forth on Schedule 1B hereto pursuant to and in accordance with Section 2.24 of the Credit Agreement.  The March 2017 Term Loan Commitments provided pursuant to this Amendment shall be subject to all of the terms and conditions in the Credit Agreement and this Amendment, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Facility Guaranty, liens and security interests created by the Security Documents.

 

(e)                                  Each Additional Lender having a March 2017 Incremental Term Loan Commitment hereby agrees, subject to satisfaction of the conditions precedent set forth in Section 3(a) of this Amendment, to make March 2017 Incremental Term Loans to the Borrower denominated in Dollars on any Business Day (such date, the “Incremental Draw Date”) after the date hereof and on or prior to April 17, 2017 (such date, the “Termination Date”), and in accordance with Section 2.03 of the Credit Agreement in an aggregate principal amount not to exceed its March 2017 Incremental Term Loan Commitment set forth on Schedule 1A hereto.

 

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(f)                                   Each Additional Lender having a March 2017 Refinancing Term Loan Commitment hereby agrees, subject to satisfaction of the conditions precedent set forth in Section 3(b) of this Amendment, to make March 2017 Refinancing Term Loans to the Borrower denominated in Dollars on any Business Day (such date, the “Refinancing Draw Date”) after April 11, 2017 and on or prior to the Termination Date, and in accordance with Section 2.03 of the Credit Agreement in an aggregate principal amount not to exceed its March 2017 Refinancing Term Loan Commitment set forth on Schedule 1B hereto.  The earlier of (i) the Refinancing Draw Date and (ii) the Incremental Draw Date is referred to herein as the “First Draw Date”, and the March 2017 Term Loans borrowed on the First Draw Date, the “First Drawn Loans”; the later of (i) the Refinancing Draw Date and (ii) the Incremental Draw Date is referred to herein as the “Final Draw Date”, and the March 2017 Term Loans borrowed on the Final Draw Date, the “Final Drawn Loans”.

 

(g)                                  Each Lender holding 2016 Extended Term Loans that executes and delivers to the Administrative Agent a Cashless Settlement Form in the form attached hereto as Annex A (such Cashless Settlement Form which will be appended, and serve as its signature page hereto) to this Amendment prior to the Effective Date (such Lender, a “March 2017 Refinancing Term Consenting Lender”) agrees that, subject to satisfaction of the conditions precedent set forth in Section 3(b) of this Amendment, an amount up to the entire aggregate principal amount of its 2016 Extended Term Loans (as allocated by the Arrangers in respect of the March 2017 Refinancing Term Loans and notified to the Administrative Agent) shall be converted on a cashless basis on the Refinancing Draw Date into the March 2017 Refinancing Term Loans (the “Term Loan Conversion”).

 

(h)                                 Notwithstanding any other provision of this Amendment and the Credit Agreement, prior to the earlier of the Termination Date and the Final Draw Date, all First Drawn Loans shall bear interest at a rate determined by reference to the Alternate Base Rate.  On the earlier of the Termination Date and the Final Draw Date, at the Borrower’s option (as set forth in a Borrowing Request), (A)(x) the First Drawn Loans (or a portion thereof as designated by the Borrower) shall be converted to Eurodollar Loans and (y) any Final Drawn Loans that are Eurodollar Loans shall be added to (and thereafter be deemed to constitute a part of) the First Drawn Loans that are converted to Eurodollar Loans on such date, and be subject to the same Adjusted LIBO Rates and Interest Periods (in each case after giving effect to such conversion) as such First Drawn Loans to which they are added and (B) any Final Drawn Loans that are ABR Loans shall be added to (and thereafter be deemed to constitute part of) the First Drawn Loans that are not converted to ABR Loans on such date, and be subject to the same Alternate Base Rate as such ABR Loans to which they are added.  The Administrative Agent shall (and is hereby authorized to) take all appropriate actions in connection with the incurrence of Final Drawn Loans on the Final Draw Date to ensure that all Lenders with March 2017 Term Loans outstanding on such date (after giving effect to the incurrence of Final Drawn Loans on such date) participate pro rata in accordance with this Section 1(h) to this Amendment in each Borrowing of March 2017 Term Loans (as increased by the amount of Final Drawn Loans incurred on such date).  From (and including) the Final Draw Date, the First Drawn Loans and the Final Drawn Loans shall constitute a single Class of Loans having identical terms as set forth herein.

 

(i)                              The March 2017 Incremental Term Loan Commitments shall constitute “Commitments”, “Incremental Loan Commitments”, “Incremental Term Loan Commitments” and “Term Commitments”, as the context may require, the March 2017 Incremental Term Loans shall constitute “Loans”, “Term Loans”, “Incremental Loans”, “Incremental Term Loans”, “Other Loans” and “Other Term Loans”; this Amendment shall be an “Incremental Loan Assumption Agreement” (insofar as it relates to the March 2017 Incremental Term Loan Commitments and the March 2017 Incremental Term Loans) and a “Loan Document” as the context may require, and each of the Additional Lenders having a March 2017 Incremental Term Loan Commitment shall be a “Term Lender”, “Incremental Term Lender” and a “Lender”, each Lead Arranger shall be an “Additional Arranger”, in each case, for all purposes under the Credit Agreement and the other Loan Documents.  The March 2017 Refinancing Term Loan Commitments shall constitute “Commitments”, “Refinancing Commitments”, “Refinancing Term Commitments” and “Term Commitments”, as the context may require, the March 2017 Refinancing Term Loans shall constitute “Loans”, “Term Loans”, “Refinancing Loans” and “Refinancing Term Loans”; this Amendment shall be a “Refinancing Amendment” (insofar as it relates to the March 2017 Refinancing Term Loan Commitments and the March 2017 Refinancing Term Loans) and a “Loan

 

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Document” as the context may require; the draft of this Amendment which was provided to the Administrative Agent on March 9, 2017 shall constitute a “Refinancing Loan Request”, and each of the Additional Lenders having a March 2017 Refinancing Term Loan Commitment and each March 2017 Refinancing Term Consenting Lender shall be a “Term Lender”, “Refinancing Lender”, “Refinancing Term Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement and the other Loan Documents.

 

(j)                                    The March 2017 Term Loans will mature on July 17, 2025 (the “March 2017 Term Loan Maturity Date”).

 

(k)                                 At the option of the Borrower, the March 2017 Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans under the Credit Agreement (except that, unless otherwise permitted under the Credit Agreement, the March 2017 Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans under the Credit Agreement.

 

(l)                                     The March 2017 Term Loans may be repaid or prepaid in accordance with the provisions of the Credit Agreement and this Amendment, but once prepaid may not be re-borrowed.

 

(m)                             (i) With respect to the March 2017 Term Loans, “Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the greater of (1) 0% per annum and (2) the LIBO Rate in effect for such Interest Period; (ii) the Applicable Margin for the March 2017 Term Loans is (1) with respect to any ABR Loan, 1.25% per annum and (2) with respect to any Eurodollar Loan, 2.25% per annum and (iii) the initial Interest Period with respect to the March 2017 Incremental Term Loans shall commence on the Incremental Draw Date and end on a date reasonably satisfactory to the Administrative Agent, and the initial Interest Period with respect to the March 2017 Refinancing Term Loans shall commence on the Refinancing Draw Date and end on a date reasonably satisfactory to the Administrative Agent, in each case, subject to Section 1(h) to this Amendment.

 

(n)                                 The Borrower shall pay to the Administrative Agent for the account of the Additional Lenders and the March 2017 Refinancing Term Consenting Lenders with respect to the March 2017 Term Loans, (A) on April 15th, July 15th, October 15th and January 15th of each year (each such date being called a “Repayment Date”), commencing with July 15th, 2017, and on each such date thereafter through the March 2017 Term Loan Maturity Date (provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day),amortization installments equal to 0.25% of the aggregate principal amount of the March 2017 Term Loans outstanding on the Final Draw Date (or if only one of the Refinancing Draw Date or the Incremental Draw Date occurs prior to the Termination Date, such date); as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(d) of the Credit Agreement, and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 of the Credit Agreement and (B) on the March 2017 Term Loan Maturity Date, the aggregate unpaid principal amount of all March 2017 Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date.

 

(o)                                 In the event that on or prior to October 17, 2017 either (x) the Borrower makes any prepayment of the March 2017 Term Loans in connection with an Additional Term Loan Repricing Transaction (including by way of a Refinancing Amendment) or (y) effects any amendment of this Amendment resulting in an Additional Term Loan Repricing Transaction, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders, in the case of clause (x) 1.00% of the principal amount of the March 2017 Term Loans so repaid, or in the case of clause (y) a payment equal to 1.00% of the aggregate amount of the March 2017 Term Loans subject to such Additional Term Loan Repricing Transaction.  For purposes of this paragraph, “Additional Term Loan Repricing Transaction” shall mean (a) the prepayment, refinancing, substitution or replacement of all or a portion of the March 2017 Term Loans with the incurrence by the Borrower or any Subsidiary of any senior secured loan financing, the primary purpose of which (as determined in good faith by the Borrower) is to reduce the All-In Yield of

 

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such debt financing relative to the March 2017 Term Loans so repaid, refinanced, substituted or replaced and (b) any amendment to the Credit Agreement the primary purpose of which (as determined by the Borrower in good faith) is to reduce the All-In Yield applicable to the March 2017 Term Loans; provided that any refinancing or repricing of March 2017 Term Loans in connection with (i) any Public Offering, (ii) any acquisition the aggregate consideration with respect to which equals or exceeds $50,000,000 or (iii) a transaction that would result in a Change of Control shall not constitute an Additional Term Loan Repricing Transaction.

 

(p)                                 In the event that prior to the date that is twelve months from the Effective Date, the Borrower seeks Incremental Term Loan Commitments pursuant to Section 2.22 of the Credit Agreement, the All-In Yield applicable to the resulting Incremental Term Loans (the “New Incremental Term Loans”) shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Loan Assumption Agreement; provided, however, that the All-In Yield applicable to such New Incremental Term Loans of the same currency as the March 2017 Term Loans (other than New Incremental Term Loans (w) Incurred pursuant to Section 4.04(b)(1)(ii) of Annex I of the Credit Agreement, (x) established pursuant to the second proviso to Section 4.04(b)(1) of Annex I of the Credit Agreement, (y) having a maturity date that is more than two years after the March 2017 Term Loan Maturity Date or (z) Incurred in connection with an acquisition) shall not be greater than the applicable All-In Yield payable pursuant to the terms of the Loan Documents as amended through the date of such calculation with respect to the March 2017 Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, any Adjusted LIBO Rate floor or Alternate Base Rate floor) with respect to the March 2017 Term Loans is increased so as to cause the then applicable All-In Yield under the Loan Documents on the March 2017 Term Loans to equal the All-In Yield then applicable to the New Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield to the March 2017 Term Loans due to the application or imposition of an Adjusted LIBO Rate floor or an Alternate Base Rate floor on any New Incremental Term Loan shall be effected, at the Borrower’s option, (x) through an increase in (or implementation of, as applicable) any Adjusted LIBO Rate floor or Alternate Base Rate floor, as applicable, with respect to the March 2017 Term Loans (for the avoidance of doubt, not to exceed the applicable Adjusted LIBO Rate Floor or Alternate Base Rate floor, as applicable, of the applicable New Incremental Term Loans),(y) through an increase in the Applicable Margin for the March 2017 Term Loans or (z) any combination of (x) and (y) above.

 

(q)                                 The Borrower and the Administrative Agent hereby consent, pursuant to Section 9.04(b) of the Credit Agreement, to the inclusion as a “Lender” of each Additional Lender that is party to this Amendment to the extent such consent would be required pursuant to Section 9.04(b) of the Credit Agreement.  For the avoidance of doubt, each Lead Arranger and each Additional Lender hereby agree that the 10 Business Day minimum period in clause (ii) of the third sentence of Section 2.22(a) of the Credit Agreement shall not apply to the March 2017 Term Loan Commitments.

 

(r)                                    Each Additional Lender (i) confirms that it has received a copy of the Credit Agreement and the Intercreditor Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.10(a)(1) and (a)(2) of Annex I to the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Term Lender, Incremental Lender, Incremental Term Lender, Refinancing Lender or Refinancing Term Lender, as applicable.

 

(s)                                   For each Additional Lender, delivered herewith to the Administrative Agent or the Borrower, as applicable, are such forms, certificates or other evidence with respect to United States federal

 

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income tax withholding matters as such Additional Lender may be required to deliver to the Administrative Agent or the Borrower, as applicable, pursuant to Section 2.20 of the Credit Agreement.

 

(t)                                    Except as set forth herein, the March 2017 Term Loans shall have the same terms and conditions as the 2016 Extended Term Loans.

 

(u)                                 Notwithstanding anything to the contrary contained in this Amendment or the Credit Agreement, no assignment of any March 2017 Incremental Term Loan Commitments (or related Loans) shall be effective prior to the Incremental Draw Date.

 

2.                                      Effectiveness.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions:

 

(a)                                 this Amendment shall have been duly executed by the Borrower, the Administrative Agent, the Additional Lenders and the March 2017 Refinancing Term Consenting Lenders;

 

(b)                                 immediately before and after giving effect to this Amendment, no Default or Event of Default shall occur and be continuing;

 

(c)                                  the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of the Effective Date (and, for the avoidance of doubt, including in respect of each Fourth Amendment Loan Document (as defined below)) with the same effect as though made on and as of such date, except to the extent such representation and warranties expressly relate to an earlier date, in which case, such representation and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date; and

 

(d)                                 the Administrative Agent shall have received:

 

(i)                                     a legal opinion of Ropes & Gray International LLP, New York Counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i)dated the Effective Date,(ii) addressed to the Administrative Agent, the Additional Lenders and the March 2017 Refinancing Term Consenting Lenders and (iii)covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions;

 

(ii)                                  a copy of a resolution of the board of directors or, if applicable, a committee of the board, or the sole member, managing member, general or limited partner, of each Loan Party (A) approving the terms of, and the transactions contemplated by, this Amendment and each other document executed or delivered by such Loan Party in order to give effect to the transactions contemplated hereunder (such documents, collectively, the “Fourth Amendment Loan Documents”) and resolving that it execute, deliver and perform its obligations under the Fourth Amendment Loan Documents to which it is a party; (B) authorizing a specified person or persons to execute the Fourth Amendment Loan Documents to which it is a party; and (C) authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices to be signed and/or delivered by it under or in connection with the Fourth Amendment Loan Documents to which it is a party;

 

(iii)                               a specimen of the signature of each person authorized by the resolution set forth above in relation to the Fourth Amendment Loan Documents;

 

(iv)                              a secretary’s certificate of each Loan Party in the form reasonably satisfactory to the Administrative Agent;

 

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(v)                                 a certificate dated the Effective Date executed by a Responsible Officer of the Borrower certifying that no Default or Event of Default shall have occurred and be continuing; and

 

(vi)                              to the extent not already in possession of the Additional Lenders, at least three Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Additional Lender at least five days prior to date hereof.

 

3.                                      Conditions to Funding or Term Loan Conversion.

 

(a)                                 The obligations of each Additional Lender to make a March 2017 Incremental Term Loan on the Incremental Draw Date are subject to the satisfaction or waiver of the following conditions:

 

(i)                                     the Effective Date shall have occurred;

 

(ii)                                  on the Incremental Draw Date, immediately before and after giving effect to the borrowing of the March 2017 Incremental Term Loans, no Event of Default specified in Section 7.01(a) or (g) of the Credit Agreement shall have occurred and be continuing; and

 

(iii)                               the Administrative Agent shall have received a notice of such borrowing as required by Section 2.03 of the Credit Agreement, provided that the effectiveness of such notice shall not be subject to any additional conditions precedent that are not specified in this Section 3(a) of this Amendment.

 

(b)                                 The obligations of each Additional Lender to make a March 2017 Refinancing Term Loan and the obligations of each March 2017 Refinancing Term Consenting Lender to effect the Term Loan Conversion on the Refinancing Draw Date are subject to the satisfaction or waiver of the following conditions:

 

(i)                                     the Effective Date shall have occurred;

 

(ii)                                  on the Refinancing Draw Date, immediately after giving effect to the borrowing of the March 2017 Refinancing Term Loans, no Event of Default shall have occurred and be continuing;

 

(iii)                               the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of the Refinancing Draw Date (and, for the avoidance of doubt, including in respect of each Fourth Amendment Loan Document) with the same effect as though made on and as of such date, except to the extent such representation and warranties expressly relate to an earlier date, in which case, such representation and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date; and

 

(iv)                              the Administrative Agent shall have received (x) a notice of such borrowing as required by Section 2.03 of the Credit Agreement and (y) a certificate, dated as of the Refinancing Draw Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Sections 3(b)(ii) and (iii) hereof.

 

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4.                                      Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement.  Notices and other communications to the each Additional Lender shall be delivered to the address, facsimile number, electronic mail address or telephone number as set forth below such Additional Lender’s name on the signature pages hereto or at such other address as may be designated by such Additional Lender in a written notice from time to time to the Borrower and the Administrative Agent.

 

5.                                      Entire Agreement.  As of the date hereof, this Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

 

6.                                      Applicable Law.  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

7.                                      Severability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

8.                                      Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

 

9.                                      Miscellaneous.  Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.  Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan Document under the Credit Agreement and the other Loan Documents and, together with the other Loan Documents, constitute the entire agreement among the parties pertaining to the modification of the Loan Documents as herein provided and supersede any and all prior or contemporaneous agreements, promises and amendments relating to the subject matter hereof.  Except as expressly set forth herein, the Arrangers shall have no obligations, duties or responsibilities hereunder in their respective capacities as such.

 

10.                               Reaffirmation.  Subject to any limitation set forth in any Loan Document, each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Documents) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents as amended and/or supplemented hereby (including, without limitation, all Obligations resulting from or incurred pursuant to the March 2017 Term Loan Commitments and the March 2017 Term Loans) and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations as amended hereby (including, without limitation, all Obligations resulting from or incurred pursuant to the March 2017 Term Loan Commitments and the March 2017 Term Loans) pursuant to the Facility Guaranty.

 

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11.                               Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

(a)                                 the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and

 

(b)                                 the effects of any Bail-in Action on any such liability, including, if applicable:

 

(i)                                     a reduction in full or in part or cancellation of any such liability;

 

(ii)                                  a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Amendment or any other Loan Document; or

 

(iii)                               the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

 

For the purposes of this Section 11 of this Amendment:

 

(a)                                 “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

 

(b)                                 “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

 

(c)                                  “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 

(d)                                 “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 

(e)                                  “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

(f)                                   “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

 

(g)                                  “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

 

9

 

12.                               Arrangers.  Each of the Arrangers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to any Loan Document.  Without limitation of the foregoing, the Arrangers in their respective capacities as such shall not, by reason of this Amendment or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.  Section 9.05 (Expenses; Indemnity) of the Credit Agreement shall apply, mutatis mutandis, with respect to the Arrangers (and each Related Party thereof) as if Arrangers were Joint Lead Arrangers for purposes of such Section 9.05.

 

[Signature Pages to Follow]

 

10

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.

 

	CSC HOLDINGS, LLC
	as Borrower
	By:	/s/ Charles Stewart
		Name:	Charles Stewart
		Title:	Vice President, Treasurer and
			Chief Financial Officer

 

[Signature Page to Fourth Amendment to Credit Agreement]

 

 

	1047 E 46TH STREET CORPORATION
	151 S. FULTON STREET CORPORATION
	2234 FULTON STREET CORPORATION
	CABLEVISION LIGHTPATH CT LLC
	CABLEVISION LIGHTPATH NJ LLC
	CABLEVISION LIGHTPATH, INC.
	CABLEVISION OF BROOKHAVEN, INC.
	CABLEVISION OF LITCHFIELD, INC.
	CABLEVISION OF WAPPINGERS FALLS, INC.
	CABLEVISION SYSTEMS BROOKLINE CORPORATION
	CABLEVISION SYSTEMS NEW YORK CITY CORPORATION
	CSC ACQUISITION — MA, INC.
	CSC ACQUISITION CORPORATION
	CSC OPTIMUM HOLDINGS, LLC
	CSC TECHNOLOGY, LLC
	LIGHTPATH VOIP, LLC
	NY OV LLC
	OV LLC
	WIFI CT-NJ LLC
	WIFI NY LLC
	A-R CABLE SERVICES — NY, INC.
	CABLEVISION OF SOUTHERN WESTCHESTER, INC.
	PETRA CABLEVISION CORP.
	TELERAMA, INC.
	By:	/s/ Charles Stewart
		Name:	Charles Stewart
		Title:	Vice President, Treasurer and
			Chief Financial Officer

 

[Signature Page to Fourth Amendment to Credit Agreement]

 

 

	CABLEVISION SYSTEMS BROOKLINE CORPORATION
	Managing General Partner of
	CABLEVISION OF OSSINING LIMITED PARTNERSHIP
	By:	/s/ Charles Stewart
		Name:	Charles Stewart
		Title:	Vice President, Treasurer and
			Chief Financial Officer

 

[Signature Page to Fourth Amendment to Credit Agreement]

 

 

JPMORGAN CHASE BANK, N.A.
as Additional Lender and Arranger
By:	/s/ Tina Ruyter
	Name: Tina Ruyter
	Title:  Executive Director

 

[Signature Page to Fourth Amendment to Credit Agreement]

 

 

GOLDMAN SACHS LENDING PARTNERS LLC

as Arranger

 

 

By:	/s/ Charles D. Johnnston
	Name: Charles D. Johnston
	Title: Authorized Signatory

 

[Signature Page to Fourth Amendment to Credit Agreement]

 

 

Consented to by:

 

 

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

 

 

By:	/s/ Tina Ruyter
	Name: Tina Ruyter
	Title:  Executive Director

 

[Signature Page to Fourth Amendment to Credit Agreement]

 

 

Schedule 1A

 

Lender/ Additional Lender		March 2017 Incremental Term Loan Commitment
JPMorgan Chase Bank, N.A.		$	500,000,000.00

 

 

Schedule 1B

 

Lender/ Additional Lender		March 2017 Refinancing Term Loan Commitment
JPMorgan Chase Bank, N.A.		$	339,835,411.57

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	1199SEIU Health Care Employees Pension Fund, as a Term Loan Lender
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Brian McKeon
		Name:	Brian McKeon
		Title:	Vice President
	If a second signature is necessary:
	By:	/s/ Wayne Hosang
		Name:	Wayne Hosang
		Title:	Managing Director

 

 

Name of Fund Manager (if any):  By:  Crescent Capital Group LP, its adviser

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	1828 CLO Ltd., as a Term Loan Lender
	By: Guggenheim Partners Investment Management, LLC as Collateral Manager
	By:	/s/ Kaitlin Trinh
		Name:	Kaitlin Trinh
		Title:	Authorized Person
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Guggenheim Partners Investment Management, LLC, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	3i GLOBAL FLOATING RATE INCOME LIMITED, as a Term Loan Lender
	By: 3i Debt Management US LLC,
	as the US Investment Manager
	By:	/s/ David Nadeau
		Name:	David Nadeau
		Title:	Portfolio Manager
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  3i Debt Management US LLC, as the US Investment Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

	3i US Senior Loan Fund, L.P., as a Term Loan Lender
	By: 3i Debt Management US, LLC, as Manager
	By:	/s/ David Nadeau
		Name:	David Nadeau
		Title:	Portfolio Manager
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  3i Debt Management US, LLC, as Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	5180-2 CLO LP, as a Term Loan Lender
	By: Guggenheim Partners Investment Management, LLC, as Collateral Manager
	By:	/s/ Kaitlin Trinh
		Name:	Kaitlin Trinh
		Title:	Authorized Person
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Guggenheim Partners Investment Management, LLC, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	A Voce CLO, Ltd., as a Term Loan Lender
	By: Invesco Senior Secured Management, Inc. as Collateral Manager
	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Invesco Senior Secured Management, Inc. as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	AAA Life Insurance Company, as a Term Loan Lender
	By:	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ABR Reinsurance LTD., as a Term Loan Lender
	By: BlackRock Financial Management, Inc., its Investment Manager
	By:	/s/ Rob Jacobi
		Name:	Rob Jacobi
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  BlackRock Financial Management, Inc., its Investment Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II PLC, as a Term Loan Lender
	By:	/s/ Jean Joseph
		Name:	Jean Joseph
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	Goldman Sachs Trust on behalf of the Goldman Sachs High Yield Floating Rate Fund
	By: Goldman Sachs Asset Management, L.P. as investment advisor and not as principal, as a Term Loan Lender
	By:	/s/ Jean Joseph
		Name:	Jean Joseph
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	Goldman Sachs Trust — Goldman Sachs Income Builder Fund
	By: Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal, as a Term Loan Lender
	By:	/s/ Jean Joseph
		Name:	Jean Joseph
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	Goldman Sachs Lux Investment Funds for the benefit of Goldman Sachs High Yield Floating Rate Portfolio (Lux)
	By: Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal, as a Term Loan Lender
	By:	/s/ Jean Joseph
		Name:	Jean Joseph
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	Goldman Sachs Funds SICAV for the benefit of Goldman Sachs Global Income Builder Portfolio
	By: Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal, as a Term Loan Lender
	By:	/s/ Jean Joseph
		Name:	Jean Joseph
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	National Bank Strategic U.S. Income and Growth Fund
	By: Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal, as a Term Loan Leder
	By:	/s/ Jean Joseph
		Name:	Jean Joseph
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ACIS CLO 2014-5, Ltd., as a Term Loan Lender
	By: Acis Capital Management, L.P., its Portfolio Manager
	By:	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Acis Capital Management, L.P., its Portfolio Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ACIS CLO 2015-6, Ltd., as a Term Loan Lender
	By: Acis Capital Management, L.P., its Portfolio Manager
	By:	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Acis Capital Management, L.P., its Portfolio Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	Adams Mill CLO Ltd., as a Term Loan Lender
	By: Shenkman Capital Management, Inc.,
	as Collateral Manager
	By:	/s/ Justin Slatky
		Name:	Justin Slatky
		Title:	CO-CIO
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Shenkman Capital Management, Inc.,as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	Advanced Series Trust -AST Western Asset Core Plus Bond Portfolio, as a Term Loan Lender
	BY: Western Asset Management Company as Investment Manager and Agent
	By:	/s/ Jed R. Villareal
		Name:	Jed R. Villareal
		Title:	Bank Loan Team
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Western Asset Management Company as Investment Manager and Agent

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	AEGIS Electric and Gas International Services, Ltd., as a Term Loan Lender
	By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager
	By:	/s/ Justin Slatky
		Name:	Justin Slatky
		Title:	CO-CIO
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	AGF Floating Rate Income Fund, as a Term Loan Lender
	By: Eaton Vance Management as Portfolio Manager
	By:	/s/ Michael Brotthof
		Name:	Michael Brotthof
		Title:	Vice President
	If a second signature is necessary:
	By:
		Name:
		Title:

 

Name of Fund Manager (if any):  By:  Eaton Vance Management as Portfolio Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	AIG Flexible Credit Fund, as a Term Loan Lender
	By:	/s/ Kyle Jennings
		Name:	Kyle Jennings
		Title:	Managing Director
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	AIMCO CLO, Series 2014-A, as a Term Loan Lender
	By:	/s/ Kyle Roth
		Name:	Kyle Roth
		Title:	Authorized Signatory
	By:	/s/ Mark D. Pittman
		Name:	Mark D. Pittman
		Title:	Authorized Signatory

 

 

Name of Fund Manager (if any):  By:  Allstate Investment Management Company, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	AIMCO CLO, Series 2015-A, as a Term Loan Lender
	By:	/s/ Kyle Roth
		Name:	Kyle Roth
		Title:	Authorized Signatory
	By:	/s/ Mark D. Pittman
		Name:	Mark D. Pittman
		Title:	Authorized Signatory

 

 

Name of Fund Manager (if any):  By:  Allstate Investment Management Company, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	Allstate Insurance Company, as Term Loan Lender
	By:	/s/ Kyle Roth
		Name:	Kyle Roth
		Title:	Authorized Signatory
	By:	/s/ Mark D. Pittman
		Name:	Mark D. Pittman
		Title:	Authorized Signatory

 

 

Name of Fund Manager (if any):  N/A

 

 

CASHLESS SETTLEMENT FORM

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	AllianceBernstein Institutional Investments -AXA High Yield Loan II Portfolio, as a Term Loan Lender
	By: AllianceBernstein L.P., as Investment Advisor
	By:	/s/ Cory Scofield
		Name:	Cory Scofield
		Title:	AVP — Corporate Actions
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  AllianceBernstein L.P., as Investment Advisor

 

 

CASHLESS SETTLEMENT FORM

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	AllianceBernstein Institutional Investments -AXA High Yield Loan II Portfolio, as a Term Loan Lender
	By: AllianceBernstein L.P., as Investment Advisor
	By:	/s/ Cory Scofield
		Name:	Cory Scofield
		Title:	AVP — Corporate Actions
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  AllianceBernstein L.P., as Investment Advisor

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	Allied World Assurance Company, Ltd., as a Term Loan Lender
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Brian McKeon
		Name:	Brian McKeon
		Title:	Vice President
	If a second signature is necessary:
	By:	/s/ Wayne Hosang
		Name:	Wayne Hosang
		Title:	Managing Director

 

 

Name of Fund Manager (if any):  By:  Crescent Capital Group LP, its adviser

 

 

CASHLESS SETTLEMENT FORM

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ALM V, Ltd., as a Term Loan Lender
	By: Apollo Credit Management (CLO), LLC, as Collateral
	Manager
	By:	/s/ Joseph Moroney
		Name:	Joseph Moroney
		Title:	Vice President
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Apollo Credit Management (CLO), LLC, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ALM VI, Ltd., as a Term Loan Lender
	By: Apollo Credit Management (CLO), LLC, as Collateral Manager
	By:	/s/ Joseph Moroney
		Name:	Joseph Moroney
		Title:	Vice President
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Apollo Credit Management (CLO), LLC, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ALM VIII, Ltd., as a Term Loan
	By: Apollo Credit Management (CLO), LLC, as Collateral Manager
	By:	/s/ Joseph Moroney
		Name:	Joseph Moroney
		Title:	Vice President
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Apollo Credit Management (CLO), LLC, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ALM XI, Ltd., as a Term Loan Lender
	By: Apollo Credit Management (CLO), LLC, as Collateral Manager
	By:	/s/ Joseph Moroney
		Name:	Joseph Moroney
		Title:	Vice President
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Apollo Credit Management (CLO), LLC, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ALM XII, Ltd., as a Term Loan Lender
	By: Apollo Credit Management (CLO), LLC,
	as Collateral Manager
	By:	/s/ Joe Moroney
		Name:	Joe Moroney
		Title:	Vice President
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Apollo Credit Management (CLO), LLC, as Collateral Manager

 

 

CASHLESS SETTLEMENT FORM

 

This cashless settlement form (“Cashless Settlement Form”) is in respect of the Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement or in the Fourth Amendment to Credit Agreement to be entered into by and among the Borrower, the Administrative Agent, the Arrangers and the Lenders party thereto (the “Fourth Amendment”), as applicable.

 

CASHLESS SETTLEMENT OPTION

 

x           The undersigned Lender hereby agrees to exchange (on a cashless basis) its Term Loans held by such Lender for March 2017 Refinancing Term Loans pursuant to the Fourth Amendment.

 

The Arrangers reserve the right to accept or reject in full or in part the amount of Term Loans held by the undersigned Lender in their allocations for the Fourth Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Cashless Settlement Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

	ALM XIV, Ltd., as a Term Loan Lender
	By: Apollo Credit Management (CLO), LLC, as Collateral Manager
	By:	/s/ Joe Moroney
		Name:	Joe Moroney
		Title:	Vice President
	If a second signature is necessary:
	By:
		Name:
		Title:

 

 

Name of Fund Manager (if any):  By:  Apollo Credit Management (CLO), LLC, as Collateral Manager