Exhibit 10.23


 


Execution Copy


 


AMENDMENT NO. 4



dated as of January 14, 2005



to



SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT



dated as of June 26, 2001




CSC
HOLDINGS, INC. (formerly known as Cablevision Systems Corporation), a Delaware
corporation (the “Company”), the Restricted Subsidiaries (as defined in
the Credit Agreement referred to below) that are parties to such Credit
Agreement, the banks that are parties to such Credit Agreement (the “Banks”)
and TORONTO DOMINION (TEXAS) LLC, as Administrative Agent (the “Administrative
Agent”), agree as follows:


 


ARTICLE I



CREDIT AGREEMENT


 


Section 1.1.           Credit Agreement.  Reference is made to the Seventh Amended &
Restated Credit Agreement, dated as of June 26, 2001 (as amended by
Amendment No. 1, dated as of July 20, 2001, Amendment No. 2,
dated as of November 19, 2001, and Amendment No. 3 and Waiver dated
as of August 14, 2002, the “Credit Agreement”), among the Company,
the Restricted Subsidiaries party thereto, the Banks, the Administrative Agent,
TD Securities (USA) LLC and Banc of America Securities LLC, as Co-Lead
Arrangers and Co-Book Managers, Bank of America, N.A., as Syndication Agent,
The Bank of New York and The Bank of Nova Scotia, as Co-Documentation Agents
and Arrangers, JPMorgan Chase Bank, as Co-Documentation Agent, J.P. Morgan
Securities Inc., Mizuho Financial Group and Salomon Smith Barney Inc., as
Arrangers, Bank of Montreal, Barclays Bank plc, BNP Paribas, Calyon New York
Branch, Dresdner Bank AG, New York and Grand Cayman Branches, First Union
National Bank and Royal Bank of Canada, as Managing Agents and Societe Generale
and SunTrust Bank, as Co-Agents.  Terms
used in this Amendment No. 4 to Seventh Amended and Restated Credit
Agreement (this “Amendment”) that are not otherwise defined herein shall
have the meanings given to such terms in the Credit Agreement.  The Credit Agreement as amended by this
Amendment (the “Amended Credit Agreement”) is and shall continue to be
in full force and effect and is hereby in all respects ratified and confirmed.


 


Section 1.2.           Amendment.  Upon and after the Fourth Amendment Effective
Date (as defined in Section 3.4 hereof), Section 9.22 of the Credit
Agreement shall be amended and restated in its entirety as follows:


 





















 


Cash Flow Ratio.                              The
Company and the Guarantors will not permit the Cash Flow Ratio to exceed the
following respective amounts at any time during the following respective
periods:


 


	
  Period

  	
   

  	
  Ratio

  
	
  From and
  including the Effective Date to and including September 30, 2001

  	
   

  	
  6.25 to 1

  
	
   

  	
   

  	
   

  
	
  From and
  including October 1, 2001 to and including March 31, 2004

  	
   

  	
  6.75 to 1

  
	
   

  	
   

  	
   

  
	
  From and
  including April 1, 2004 to and including June 30, 2005

  	
   

  	
  6.25 to 1

  
	
   

  	
   

  	
   

  
	
  From and
  including July 1, 2005 to and including December 31, 2005

  	
   

  	
  5.75 to 1

  
	
   

  	
   

  	
   

  
	
  On and after January 1,
  2006

  	
   

  	
  5.50 to 1

  



 


ARTICLE II



REPRESENTATIONS AND WARRANTIES


 


Section 2.1.           Representations and
Warranties.  Each of the
Company and the Restricted Subsidiaries that are parties to the Credit
Agreement represents and warrants as follows:


 


(a)          Power;
Binding Agreements.  Each of the
Company and such Restricted Subsidiaries has full power, authority and legal
right to make and perform this Amendment and the Amended Loan Documents.  This Amendment and the Amended Credit
Agreement constitute the legal, valid and binding obligations of each of the
Company and such Restricted Subsidiaries, enforceable in accordance with their
terms (except for limitations on enforceability under bankruptcy,
reorganization, insolvency and other similar laws affecting creditors’ rights
generally and limitations on the availability of the remedy of specific
performance imposed by the application of general equitable principles).


 


(b)         Authority;
No Conflict.  The making and
performance of this Amendment and the Amended Credit Agreement by each of the
Company and such Restricted Subsidiaries have been duly authorized by all
necessary action and do not and will not (i) violate any provision of any
laws, orders, rules or regulations presently in effect (other than
violations that, singly or in the aggregate, have not had and are not likely to
have a Materially Adverse Effect), or any provision of any of the Company’s or
the Restricted Subsidiaries’ respective partnership agreements, charters or
by-laws presently in effect; (ii) result in the breach of, or constitute a
default or require any consent under, any existing indenture or other agreement
or instrument to which the Company or any of the Restricted Subsidiaries is a
party or by which their respective properties may be bound or affected (other
than any breach, default or required consent that, singly or in the aggregate,
have not had and are not likely to have a Materially Adverse Effect); or (iii) result
in, or require, the creation or imposition of any Lien upon or with respect to
any of


 


2





















 


the
properties or assets now owned or hereafter acquired by the Company or any of
the Restricted Subsidiaries.


 


(c)          Approval
of Regulatory Authorities.  No
approval or consent of, or filing or registration with, any federal, state or
local commission or other regulatory authority is required in connection with
the execution, delivery and performance by the Company and such Restricted
Subsidiaries of this Amendment and the Amended Credit Agreement.


 


(d)         Credit
Agreement Representations and Warranties. 
Each
representation and warranty made by the Company in the Credit Agreement is true
and correct at and as of the date hereof, except to the extent that such
representation and warranty expressly relates to an earlier date.


 


Section 2.2.           Survival.  Each of the foregoing representations and
warranties shall be made at and as of the Fourth Amendment Effective Date and
shall constitute a representation and warranty of the Company and the
Restricted Subsidiaries made under the Amended Credit Agreement and it shall be
an Event of Default if any such representation and warranty shall prove to have
been incorrect or misleading in any material respect when made.  Each of the representations and warranties made
under the Amended Credit Agreement (and including those representations and
warranties made herein) shall survive and not be waived by the execution and
delivery of this Amendment.


 


ARTICLE III



MISCELLANEOUS




Section 3.1.           Governing
Law.  This Amendment shall be
construed in accordance with and governed by the laws of the State of New York.


 


Section 3.2.           Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same
instrument.


 


Section 3.3.           Expenses.  The Company hereby agrees to pay or reimburse
the Administrative Agent for all reasonable fees and expenses, including
attorneys’ fees, incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment.


 


Section 3.4.           Fourth
Amendment Effective Date.  This
Amendment shall become effective as of the date first written above (the “Fourth
Amendment Effective Date”) on the first date when this Amendment shall have
been duly executed and delivered by the Company, each of the Restricted
Subsidiaries that are parties to the Credit Agreement, the Administrative Agent
and the Majority Banks.


 


3





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.


 


 


	
   

  	
  CSC HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SS://John Bier

  	
   

  
	
   

  	
   

  	
  Name: John Bier

  
	
   

  	
   

  	
  Title:   Sr. Vice President, Treasurer

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF CONNECTICUT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  AREA 9 CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  FAIRFIELD CORPORATION

  
	
   

  	
   

  
	
   

  	
  COMMUNICATIONS DEVELOPMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS DUTCHESS

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS EAST HAMPTON

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS GREAT NECK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS HUNTINGTON

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS ISLIP CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS LONG ISLAND

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS SUFFOLK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS WESTCHESTER

  CORPORATION

  
				



 





















 


	
   

  	
  CABLEVISION OF
  CLEVELAND G.P., INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  CLEVELAND L.P., INC.

  
	
   

  	
   

  
	
   

  	
  TELERAMA, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF THE MIDWEST HOLDING

  CO., INC.

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION
  - NY, INC.

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION
  - MA, INC.

  
	
   

  	
   

  
	
   

  	
  A-R CABLE
  SERVICES - NY, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  LIGHTPATH, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  BROOKLINE, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS BROOKLINE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  ARSENAL MSUB 2,
  INC.

  
	
   

  	
   

  
	
   

  	
  PETRA
  CABLEVISION CORPORATION

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  SAMSON
  CABLEVISION CORP.

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE OF
  SMITHTOWN, INC.

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE OF
  SHELTER ISLAND, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS NEW YORK CITY

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  WAPPINGERS FALLS, INC.

  



 





















 


	
   

  	
  CABLEVISION OF
  BROOKHAVEN, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF SOUTHERN WESTCHESTER,

  INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  OAKLAND, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  PATERSON, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  ROCKLAND/RAMAPO, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  WARWICK, INC.

  
	
   

  	
   

  
	
   

  	
  MONTAGUE CABLE
  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  CSC TKR, INC.

  
	
   

  	
   

  
	
   

  	
  CSC TKR I, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION MFR,
  INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  MONMOUTH, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  HUDSON COUNTY, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  NEW JERSEY, INC.

  
	
   

  	
   

  
	
   

  	
  CSC GATEWAY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  LITCHFIELD, INC.

  
	
   

  	
   

  
	
   

  	
  151 S. FULTON
  STREET CORPORATION

  
	
   

  	
   

  
	
   

  	
  SS://John Bier

  	
   

  
	
   

  	
   

  	
  Name: John Bier

  
	
   

  	
   

  	
  Title:   Sr. Vice President, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  of each of the
  above-named corporations

  
					



 





















 


	
   

  	
  CSC GATEWAY
  CORPORATION

  
	
   

  	
  CABLEVISION OF
  NEW JERSEY, INC.,

  
	
   

  	
  each a General
  Partner of Cablevision of Newark

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  NEW JERSEY, INC.

  
	
   

  	
  CSC GATWEWAY
  CORPORATION

  
	
   

  	
  each a General
  Partner of Cablevision of Newark

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS BROOKLINE

  CORPORATION

  
	
   

  	
  Managing General
  Partner of Cablevision of Ossining, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION AREA
  9 CORPORATION,

  
	
   

  	
  General Partner of Cablevision of Connecticut, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  CLEVELAND G.P., INC.,

  
	
   

  	
  General Partner
  of Cablevision of Cleveland, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  FAIRFIELD CORPORATION,

  
	
   

  	
  General Partner
  of Cablevision Systems of Southern

  Connecticut, L.P.

  
	
   

  	
   

  
	
   

  	
  CSC TKR, INC.,

  
	
   

  	
  General Partner
  of KRC/CCC Investment Partnership

  
	
   

  	
   

  
	
   

  	
  SS://John Bier

  	
   

  
	
   

  	
   

  	
  Name: John Bier

  
	
   

  	
   

  	
  Title:   Sr. Vice President, Treasurer

  
	
   

  	
   

  
	
   

  	
  of each of the above corporate general partners

  
				



 





















 


	
   

  	
  TORONTO DOMINION
  (TEXAS) LLC, as

  Administrative Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  THE BANK OF NEW
  YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  THE BANK OF NOVA
  SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  JPMORGAN CHASE
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  CITICORP USA,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  MIZUHO CORPORATE
  BANK, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BARCLAYS BANK
  PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  CALYON NEW YORK
  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  DRESDNER BANK
  AG, NEW YORK AND GRAND

  CAYMAN BRANCHES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  ROYAL BANK OF
  CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  SOCIETE GENERALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Approved and
  Authorized:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bear Stearns
  Corporate Lending Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ VICTOR
  BULZACHCHELLI

  	
   

  
	
   

  	
   

  	
  Name: Victor
  Bulzachchelli

  
	
   

  	
   

  	
  Title: Vice
  President

  



 





















 


	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  MELLON BANK,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  MERRILL LYNCH
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  UNION BANK OF
  CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  MERRILL LYNCH,
  PIERCE, FENNER & SMITH

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  NATEXIS BANQUES
  POPULAIRES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  CREDIT
  INDUSTRIEL ET COMMERCIAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  NATIONAL CITY
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: