Exhibit 10.1


 


AMENDMENT NO. 1 TO


THE CREDIT AGREEMENT


 


Dated as of October 22, 2009


 


AMENDMENT
NO. 1 TO THE CREDIT AGREEMENT (together with the Consent
(as hereinafter defined), this “Amendment No. 1”) among NEWSDAY
LLC, a Delaware limited liability company (the “Borrower”) and the
financial institutions and other institutional lenders party hereto
(collectively, the “Lenders”
and individually, a “Lender”),
and acknowledged by BANK OF AMERICA, N.A., as administrative agent for the
Lenders (the “Administrative Agent”).


 


PRELIMINARY STATEMENTS:


 


(1)                                  The Borrower,
CSC Holdings, Inc., the Lenders and the Administrative Agent have entered
into the Credit Agreement dated as of July 29, 2008 (as amended, restated,
supplemented or otherwise modified the “Credit Agreement”).  Capitalized terms not otherwise defined in
this Amendment No. 1 have the same meanings as specified in the Credit
Agreement.


 


(2)                                  The Borrower
and the Lenders have agreed to amend the Credit Agreement to (i) amend the
definitions of Applicable Margin and Applicable Rate, (ii) eliminate the
Consolidated Interest Coverage Ratio definition, (iii) add the definitions
of Cash Balance and Liquidity, (iv) amend the optional prepayment
premiums, (v) replace the interest coverage covenant with a minimum liquidity
covenant, and (vi) add a compliance certificate covenant.


 


SECTION 1.                                Amendments to
Credit Agreement.


 


(a)                                  Section 1.01 of the Credit Agreement is, as of the
Amendment No. 1 Effective Date (as defined below) and subject to the
satisfaction of the conditions precedent set forth in Section 3, hereby
amended by:


 


(i)                         deleting the
definition of “Consolidated Interest Coverage Ratio” in its entirety;


 


(ii)                      adding the
defined terms “Cash Balance” and “Liquidity” in the appropriate
alphabetical order to read in full as follows:


 


“Cash Balance” means, at any time, the
aggregate amount of unrestricted cash (including certificates of deposit and
time deposits) and Cash Equivalents on hand (in each case free and clear of all
Liens, other than Liens in favor of the Administrative Agent, for the benefit
of the Lenders or Liens permitted under Section 7.01(d) or (l)) and,
in the case of Cash Equivalents, available for use within a reasonable period
of time (including amounts on deposit in accounts with respect to which a
Deposit Account Control Agreement (as such term is defined in the Security
Agreement) is in effect) of the Borrower and the Subsidiary Guarantors.


 


“Liquidity” means, at
any time, the Cash Balance at such time.


 


(iii)                   amending and restating the
defined terms “Applicable Margin” and “Applicable Rate”  to read in full as follows:


 


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“Applicable Margin”
means 6.25% per annum.


 


“Applicable Rate”
means 10.50% per annum.


 


(b)                                 Section 2.03(a) of the Credit Agreement is, as of
the Amendment No. 1 Effective Date and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended by amending
and restating clause (ii) thereof to read in full as follows:


 


“(ii)                            The Borrower may, upon notice
to the Administrative Agent, voluntarily prepay the Term Loans in whole or in
part at a premium of (A) from the first day of the 31st month through the last day of the 40th month, (x) in the case of Fixed Rate Term
Loans, 6.50% and (y) in the case of Floating Rate Term Loans, 4.625%, in
each case of the aggregate principal amount of the Term Loan so prepaid, (B) from
the first day of the 41st month through the last day of the 50th month, (x) in the case of Fixed Rate Term
Loans, 3.25% and (y) in the case of the Floating Rate Term Loans, 2.3125%,
in each case of the aggregate principal amount of the Term Loan so prepaid, and
(C) from the first day of the 51st month through
the last day of the 60th month, without premium or penalty.”


 


(c)                                  Section 6.01 of the Credit Agreement is, as of the
Amendment No. 1 Effective Date and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended by adding the
following new clause (h) after clause (g) thereof:


 


“(h)                           Within 30 days after each June 30
and December 31, beginning with December 31, 2009, a certificate of a
Responsible Officer of the Borrower, in form and substance reasonably
satisfactory to the Administrative Agent, certifying that the Borrower is in
compliance with Section 7.10 as of such June 30 or December 31.”


 


(d)                                 Section 6.08 of the Credit Agreement is, as of the
Amendment No. 1 Effective Date and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended by amending
and restating subclause (iii) therein to read in full as follows:


 


“(iii)                         there shall be Liquidity of
at least $25,000,000 after giving effect to such Subsidiary Redesignation and
based on the good faith projections prepared by the Borrower for the period
from the date of the Subsidiary Redesignation to the later of the subsequent June 30
and December 31, the Borrower shall be in compliance with Section 7.10
on each of June 30 and December 31 following the date of such
Subsidiary Redesignation.”


 


(e)                                  Section 7.06 of the Credit Agreement is, as of the
Amendment No. 1 Effective Date and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended by amending
and restating clause (e) therein to read in full as follows:


 


“(e)                            so long as immediately after
giving pro forma effect to such Restricted Payment, the Borrower shall be in
pro forma compliance with the covenant set forth in Section 7.10 such
compliance to be determined on the basis of the financial information most
recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b) as though such Restricted Payment had been consummated as of the first
day of the fiscal period covered thereby, the Borrower may make Restricted
Payments from the Available Amount, less any Investments made pursuant to Section 7.03(i);”


 


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(f)                                    Section 7.10 of the Credit Agreement is, as of the
Amendment No. 1 Effective Date and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby deleted in its
entirety and replaced with the following Minimum Liquidity covenant:


 


“7.10                     Minimum Liquidity. Maintain, as
of each June 30 and December 31, beginning with December 31,
2009, Liquidity of at least $25,000,000.”


 


SECTION 2.                                Representations and Warranties. Each Loan Party represents and warrants
to the Administrative Agent and the Lenders party hereto as follows:


 


(a)                                  Qualification and Power. Each Loan Party has full power, authority and legal right
to perform its obligations under this Amendment No. 1, the Credit
Agreement as amended hereby and the other Loan Documents to which it is a
party.


 


(b)                                 Authorization; No Contravention. The execution, delivery and performance by each of the Loan
Parties of this Amendment No. 1 have been duly authorized by all necessary
corporate or other organizational action and do not and will not:  (a) violate
any Law currently in effect (other than violations that, singly or in the
aggregate, have not had and would not reasonably be expected to have a
Materially Adverse Effect), or any provision of any of the Loan Parties’
respective charters, by-laws or membership agreements presently in effect; (b) conflict
with or result in the breach of, or constitute a default or require any consent
under, or require any payment to be made under (i) any Contractual
Obligation to which any of the Loan Parties is a party or their respective
properties may be bound or affected or (ii) any order, injunction, writ or
decree of any Governmental Authority or any arbitral award to which any Loan
Party or their respective properties are subject (other than any conflict,
breach, default or required consent that, singly or in the aggregate, have not
had and would not reasonably be expected to have a Materially Adverse Effect);
or (c) result in, or require, the creation or imposition of any Lien upon
or with respect to any of the properties or assets now owned or hereafter
acquired by any Loan Party.


 


(c)                                  Litigation; Compliance with Laws. There are no actions, suits, proceedings, claims or
disputes pending, or to the knowledge of any Loan Party threatened, against any
Loan Party or any of their respective properties or assets, before any court or
arbitrator or by or before any Governmental Authority that, singly or in the
aggregate, would reasonably be expected to have a Materially Adverse
Effect. None of the Loan Parties is in default under or in violation of or
with respect to any Laws or any writ, injunction or decree of any court,
arbitrator or Governmental Authority except for minor defaults which, if
continued unremedied, would not reasonably be expected to have a Materially
Adverse Effect.


 


(d)                                 No Default. None of Loan Parties is in default in the payment or
performance or observance of any Contractual Obligation, which default, either
alone or in conjunction with all other such defaults, has had or would
reasonably be expected to have a Materially Adverse Effect.


 


(e)                                  Approval of Regulatory Authorities.  No approval or
consent of, or filing or registration with, any Governmental Authority is
required in connection with (a) the execution, delivery and performance
by, or enforcement against any Loan Party of this Amendment No. 1, the
Credit Agreement as amended hereby or any other Loan Document or (b) the
exercise by the Administrative Agent or any Lender of its rights under this
Amendment No. 1, the Credit Agreement as amended hereby or the other Loan
Documents or the remedies in respect of the Collateral pursuant to the
Collateral Documents.


 


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(f)                                    Binding Agreements. This Amendment No. 1 has been duly executed and
delivered by each Loan Party and the Credit Agreement as amended hereby and the
other Loan Documents constitute the legal, valid and binding obligations of
each Loan Party, enforceable in accordance with their respective terms (except
for limitations on enforceability under bankruptcy, reorganization, insolvency
and other similar laws affecting creditors’ rights generally and limitations on
the availability of the remedy of specific performance imposed by the
application of general equitable principles).


 


SECTION 3.                                Conditions of Effectiveness. 
This Amendment No. 1 shall become effective as of the date first
above written when, and only when, the Administrative Agent shall have
received:


 


(i)                         counterparts of
this Amendment No. 1 executed by the Borrower and the Required Lenders or,
as to any of the Lenders, advice satisfactory to the Administrative Agent and
the Borrower that such Lender has executed this Amendment No. 1, and


 


(ii)                      the consent
attached hereto (the “Consent”) executed by each of the Guarantors,


 


except that Section 1
shall only become effective (the “Amendment No. 1 Effective Date” )
when and only when, in addition, the Administrative Agent shall have received:


 


(i)                                     an officer’s
certificate, dated as of the Amendment No. 1 Effective Date, duly executed
and delivered by the Borrower, as to:


 


(A)                              resolutions of the board of
directors of the Borrower then in full force and effect authorizing, to the
extent relevant, the execution and delivery of this Amendment No. 1 and
any other documents necessary to effect this Amendment No. 1 and the
performance of the obligations of the Borrower hereunder;


 


(B)                                the incumbency and
signatures of those persons as authorized to act with respect to this Amendment
No. 1; and


 


(C)                                the absence of any event
occurring and continuing, or resulting from this Amendment No. 1, that
constitutes a Default.


 


(ii)                                  for the account
of each Lender executing this Amendment No. 1 on or before 5:00 pm New
York City time, on October 28, 2009, a fee equal to 0.25% of such Lender’s
Commitment, and


 


(iii)                               all reasonable
out-of-pocket fees and expenses of the Administrative Agent and each Lender
(including, but not limited to, all reasonable fees and expenses of counsel to
the Administrative Agent and each Lender, including the fees and expenses of
Dechert, LLP, counsel to certain Lenders) in connection with the preparation,
execution, delivery and administration of this Amendment No. 1 and as
otherwise payable in accordance with the terms of the Credit Agreement
including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent and the Lenders in accordance with the terms of Section 12.04
of the Credit Agreement.


 


SECTION 4.                                Reference to
and Effect on the Loan Documents.  (a)  On and after the Amendment No. 1
Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or


 


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words
of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement, as amended by this Amendment No. 1.


 


(b)                                 The Credit Agreement and each of the other Loan Documents,
as specifically amended by this Amendment No. 1, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.


 


(c)                                  The execution, delivery and effectiveness of this Amendment No. 1
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.


 


SECTION 5.                                Execution in
Counterparts.  This
Amendment No. 1 may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment No. 1 by telecopier or in “pdf” or
similar format by electronic mail shall be effective as delivery of a manually
executed counterpart of this Amendment No. 1.


 


SECTION 6.                                Governing Law.  This Amendment No. 1 shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


[Signature Pages Follow]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment No. 1 to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.


 


	
   

  	
  NEWSDAY LLC, as the Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Watson

  
	
   

  	
  Name:

  	
  Kevin Watson

  
	
   

  	
  Title:

  	
  SVP, Treasurer and
  Assistant Secretary

  



 


Signature Page


 

















 


	
   

  	
  Acknowledged by:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Antonikia Thomas

  
	
   

  	
  Name:

  	
  Antonikia Thomas

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 


Signature Page


 

















 


CONSENT


 


Dated as of October 22, 2009


 


Each of the undersigned, as a Guarantor under the
Credit Agreement referred to in the foregoing Amendment and, in the case of
Newsday Holdings, LLC, a Grantor under the Collateral Documents referred to in
the Credit Agreement hereby consents to such Amendment and hereby confirms and
agrees that (a) notwithstanding the effectiveness of such Amendment, each
of the Guaranty contained in the Credit Agreement and the grant of Collateral
contained in the Collateral Documents is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that, on and after the effectiveness of such Amendment, each reference in the
Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like
import shall mean and be a reference to the Credit Agreement, as amended by
such Amendment and (b) the Collateral Documents to which such Grantor is,
where applicable, a party and all of the Collateral described therein do, and
shall continue to, secure the payment of all of the Secured Obligations (as
such term is defined in the Collateral Documents).


 


	
   

  	
  NEWSDAY HOLDINGS, LLC,
  as a Guarantor and Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Watson

  
	
   

  	
  Name:

  	
  Kevin Watson

  
	
   

  	
  Title:

  	
  SVP, Treasurer and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CSC HOLDINGS, INC.,
  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Watson

  
	
   

  	
  Name:

  	
  Kevin Watson

  
	
   

  	
  Title:

  	
  SVP and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NMG HOLDINGS INC.,
  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Watson

  
	
   

  	
  Name:

  	
  Kevin Watson

  
	
   

  	
  Title:

  	
  SVP and Treasurer