Extended Incremental Term Facility Agreement, dated as of April 13, 2010



 Exhibit 10.5 

PUBLIC 
 EXECUTION
VERSION 
 EXTENDED INCREMENTAL TERM FACILITY AGREEMENT 

THIS EXTENDED INCREMENTAL TERM FACILITY AGREEMENT (this “Agreement”), is dated as of April 13, 2010, among CSC
HOLDINGS, LLC (formerly known as CSC HOLDINGS, INC.), a Delaware limited liability company (the “Company”), the lenders which are parties hereto (together with their respective successors and assigns, the “Extended Facility
Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). 

WHEREAS, the Company, certain of its subsidiaries named therein, the several lenders whose names are set forth on the signature pages
thereof, and the Administrative Agent have entered into that certain Credit Agreement, dated as of February 24, 2006, amended and restated in its entirety as of May 27, 2009 and further amended and restated in its entirety as of
April 13, 2010 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”; unless the context otherwise requires or unless otherwise defined herein, all
capitalized terms used in this Agreement shall have the meanings ascribed thereto in the Credit Agreement), which Credit Agreement grants the Company, certain applicable Lenders and the Administrative Agent an option to establish one or more
separate tranches of commitments and loans subject, among other things, of the execution and delivery of an Extended Facility Agreement substantially in the form hereof; 

NOW, THEREFORE, pursuant to Section 2.16 of the Credit Agreement, and in consideration of the mutual covenants and agreements
herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 

Section 1 The Extended Facility. Subject to the terms and conditions set forth herein and in the Credit Agreement, each
Extended Facility Lender severally agrees to extend the maturity date and, if applicable, the amortization schedule of the Facility described on Schedule I (the “Prior Facility”) on the Extended Facility Closing Date in the
amount and percentage described on Schedule I, such extended Facility, the “Extended Facility”. The Extended Facility shall have the designation set forth on Schedule I. 

Section 2 Repayment of Extended Facility Loans. Notwithstanding anything in Section 4 of the Incremental Term Supplement
to the contrary, on the Extended Facility Closing Date, the Company shall cease to repay the Incremental Term Lenders constituting Extended Facility Lenders in accordance with the first paragraph of Section 4 of the Incremental Term Supplement,
and thereafter the Company shall repay to the Extended Facility Lenders the Extended Facility Loans in twenty-four (24) consecutive quarterly installments which except for the final installment shall be due on the last day of each March,
June, September and December, beginning with June 30, 2010. Subject to adjustment in connection with prepayments made pursuant to Section 2.04 of the Credit Agreement, (i) each of the first twenty-three (23) installments
shall be in the principal amount equal to 0.25% of the Original Principal Amount of the Extended Facility and (ii) the final principal repayment installment of the Extended Facility Loans shall be due on March 29, 2016 (such date, the
“Maturity Date” for the Extended Facility Loans) and shall be in an amount equal to the aggregate principal amount of all Extended Facility Loans outstanding on such date. 







 Section 3 Extended Facility Extension Fee. The Company shall pay to the Extended
Facility Lenders, from the date hereof until the Extended Facility has been paid in full, an extension fee (the “Extension Fee”) with respect to the Extended Facility, which, at any time, shall be 1.25% per annum on the
aggregate outstanding principal amount under such Extended Facility and undrawn commitments under such Extended Facility. The Extension Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Extended Facility Closing Date, upon any prepayment or payment of the Extended Facility Loans, whether voluntary or involuntary, or by acceleration or otherwise, based upon the
principal amount of such Loans then being prepaid, and on the Maturity Date for the Extended Facility. The Extension Fee shall be computed in accordance with Section 2.09 of the Credit Agreement. 

Section 4 Conditions Precedent to Extending the Prior Facility. The obligation of each Extending Facility Lender to extending
its Loans under the Prior Facility hereunder is subject to the satisfaction of the following conditions precedent on or prior to the date of the extension of the Prior Facility: 

(a) Execution of Extended Facility Agreement and Extended Facility Notes. The Administrative Agent’s receipt
of the following, each of which shall be originals, facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, each dated the Extended Facility Closing
Date and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Extended Facility Lenders: 

(i) this Agreement duly executed and delivered by each of the Company, the Extended Facility Lenders and the
Administrative Agent; and 
 (ii) an Extended Facility Note substantially in the form attached hereto on
Schedule II executed by the Company in favor of each Extended Facility Lender requesting an Extended Facility Note. 

(b) Signatures. The Company shall have certified to the Administrative Agent (with copies to be provided for each
Extended Facility Lender) the name and signature of each of the persons authorized to sign on its behalf this Agreement. The Extended Facility Lenders may conclusively rely on such certifications until they receive notice in writing from the Company
to the contrary. 
 (c) Proof of Action. The Administrative Agent shall have received certified copies of
all necessary action taken by the Company to authorize the execution, delivery and performance of this Agreement. 

(d) Opinions of Counsel to the Company. The Extended Facility Lenders shall have received favorable opinions of:

 (i) Victoria D. Salhus, Esq., Senior Vice President, Deputy General Counsel and Secretary for the Company; and








 (ii) Sullivan & Cromwell LLP, special New York counsel to the
Company; 
 covering such matters as the Administrative Agent or any Extended Facility Lender or counsel to the Administrative
Agent may reasonably request (and for purposes of such opinions such counsel may rely upon opinions of counsel in other jurisdictions, provided that such other counsel are reasonably satisfactory to special New York counsel to the
Administrative Agent and such other opinions state that the Administrative Agent and the Extended Facility Lenders are entitled to rely thereon). 

(e) Opinion of Extended Facility Lenders’ Counsel. Each Extended Facility Lender shall have received a
favorable opinion of special New York counsel to the Administrative Agent and covering such matters as the Administrative Agent or any Extended Facility Lender may reasonably request. 

(f) Other Documents. Such other documents, filings, instruments and papers relating to the documents referred to
herein and the transactions contemplated hereby as the Administrative Agent or any Extended Facility Lender or special New York counsel to the Administrative Agent shall reasonably require shall have been received by the Administrative Agent.

 (g) Certain Fees. All fees required to be paid to the Administrative Agent, the Joint Lead Arrangers
and the Extended Facility Lenders on or before the Extended Facility Closing Date shall have been paid. Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent
to the extent properly invoiced prior to or on the Extended Facility Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or
to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). 

Without limiting the generality of the provisions of Section 9.04 of the Credit Agreement, for purposes of determining compliance with the
conditions specified in this Section 4, each Extended Facility Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to
be consented to or approved by or acceptable or satisfactory to an Extended Facility Lender unless the Administrative Agent shall have received notice from such Extended Facility Lender prior to the proposed Extended Facility Closing Date specifying
its objection thereto (but without waiving any rights resulting from any inaccuracy or misrepresentation contained in any document required to be delivered hereby). 

Section 5 Terms Incorporated. All of the terms and conditions of the Credit Agreement are hereby incorporated in this
Agreement by reference thereto as fully and to the same extent as if set forth herein. 







 Section 6 Counterparts. This Agreement 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. 

Section 7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. 
 [Signature Pages Follow] 







 IN WITNESS WHEREOF, the parties hereto have caused this Extended Incremental Term Facility
Agreement to be duly executed as of the day and year first above written. 
  

					
	CSC HOLDINGS, LLC
		
	By	 	 /s/ Kevin Watson

		 	Name:	 	Kevin Watson
		 	Title:	 	Senior Vice President & Treasurer



EXTENDED INCREMENTAL TERM FACILITY AGREEMENT 








					
	 BANK OF AMERICA, N.A.,

as Administrative Agent

		
	By	 	 /s/ Antonikia Thomas

		 	Name:	 	Antonikia (Toni) Thomas
		 	Title:	 	Assistant Vice President


 EXTENDED
INCREMENTAL TERM FACILITY AGREEMENT 







 [Signature Pages of each Extended Facility Lender are on file with the Administrative Agent]

 EXTENDED INCREMENTAL TERM FACILITY AGREEMENT 







 SCHEDULE I 

TO 

EXTENDED INCREMENTAL TERM FACILITY AGREEMENT 
  

	I.	PRIOR FACILITY: Incremental B Term Facility 

  

	II.	EXTENDED FACILITY LOANS AND APPLICABLE PERCENTAGES: 


[On file with the Administrative Agent] 
  

								
	 Extended Facility Lenders
	  	Extended Facility Loans	 
		  				 		
		  				 		
		  				 		
		  				 		
	 Total:
	  	$	[            	] 	 	100	% 

  

	III.	EXTENDED FACILITY DESIGNATION: Incremental B-3 Extended Term Facility 








 EXHIBIT A 

TO 

EXTENDED INCREMENTAL TERM FACILITY AGREEMENT 

FORM OF INCREMENTAL B-3 EXTENDED TERM NOTE 
  

									
		 		 		 		 	  



FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to
                                         or
registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Incremental B-3 Extended Term Loan made by the Lender to the Company under that certain
Credit Agreement, dated as of February 24, 2006, amended and restated as of May 27, 2009 and further amended and restated as of April 13, 2010, among the Company, the Restricted Subsidiaries named therein, the Lenders which are
parties thereto and Bank of America N.A., as Administrative Agent, Collateral Agent and L/C Issuer (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined
therein being used herein as therein defined). 
 The Company promises to pay interest on the unpaid principal amount of each Incremental B-3
Extended Term Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for
the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Incremental B-3 Extended Term Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 

The Company, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Note. 







 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  

			
	CSC HOLDINGS, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 LOANS AND PAYMENTS with respect thereto 

 

																	
	 Date
	 	 	  	 Amount of

Loan Made
	  	 	  	 Amount of

Principal or

Interest Paid

This Date
	  	 	  	 Outstanding

Principal

Balance This

Date
	  	 	  	 Notation

Made By

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