EXHIBIT 10.3


 


EXECUTION COPY


 


CREDIT AGREEMENT


 


Dated as of July 29,
2008


 


among


 


NEWSDAY LLC,


 


as the Borrower,


 


CSC HOLDINGS, INC.,


 


as CSC Holdings,


 


BANK OF AMERICA, N.A.,

as Administrative Agent,


 


and


 


THE OTHER LENDERS PARTY
HERETO


 


BANC OF AMERICA SECURITIES
LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED


as Joint Lead Arrangers and


 


BANC OF AMERICA SECURITIES
LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED and CITIGROUP GLOBAL MARKETS


As Joint Book Managers


 

















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS
  AND ACCOUNTING TERMS

  
	
   

  	
   

  
	
  1.01

  	
  Defined Terms

  	
  1

  
	
  1.02

  	
  Other Interpretive Provisions

  	
  21

  
	
  1.03

  	
  Accounting Terms

  	
  22

  
	
  1.04

  	
  Rounding

  	
  22

  
	
  1.05

  	
  Times of Day

  	
  22

  
	
  1.06

  	
  Currency Equivalents Generally

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  
	
  THE COMMITMENTS
  AND LOAN

  
	
   

  	
   

  	
   

  
	
  2.01

  	
  The Loans

  	
  22

  
	
  2.02

  	
  Borrowings

  	
  23

  
	
  2.03

  	
  Prepayments

  	
  23

  
	
  2.04

  	
  Repayment of Loans

  	
  25

  
	
  2.05

  	
  Interest

  	
  25

  
	
  2.06

  	
  Fees

  	
  26

  
	
  2.07

  	
  Computation of Interest and Fees

  	
  26

  
	
  2.08

  	
  Evidence of Debt

  	
  26

  
	
  2.09

  	
  Payments Generally; Administrative Agent’s
  Clawback

  	
  26

  
	
  2.10

  	
  Sharing of Payments by Lenders

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  
	
  TAXES,
  YIELD PROTECTION AND ILLEGALITY

  
	
   

  	
   

  	
   

  
	
  3.01

  	
  Taxes

  	
  28

  
	
  3.02

  	
  Increased Costs

  	
  30

  
	
  3.03

  	
  Compensation for Losses

  	
  31

  
	
  3.04

  	
  Mitigation Obligations; Replacement of
  Lenders

  	
  31

  
	
  3.05

  	
  Survival

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  
	
  CONDITIONS
  PRECEDENT TO LOAN

  
	
   

  	
   

  	
   

  
	
  4.01

  	
  Conditions of the Loans

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  REPRESENTATIONS
  AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
  5.01

  	
  Existence, Qualification and Power

  	
  35

  
	
  5.02

  	
  Subsidiaries; Affiliates; Loan Parties

  	
  35

  
	
  5.03

  	
  Authorization; No Contravention

  	
  36

  
				



 


i

















 


	
  5.04

  	
  Financial Statements

  	
  36

  
	
  5.05

  	
  Litigation; Compliance with Laws

  	
  37

  
	
  5.06

  	
  Titles and Liens

  	
  37

  
	
  5.07

  	
  Regulation U; Investment Company Act

  	
  37

  
	
  5.08

  	
  Taxes

  	
  37

  
	
  5.09

  	
  Full Disclosure

  	
  38

  
	
  5.10

  	
  No Default

  	
  38

  
	
  5.11

  	
  Approval of Regulatory Authorities

  	
  38

  
	
  5.12

  	
  Binding Agreements

  	
  38

  
	
  5.13

  	
  Insurance

  	
  38

  
	
  5.14

  	
  ERISA Compliance

  	
  38

  
	
  5.15

  	
  Intellectual Property

  	
  39

  
	
  5.16

  	
  Solvency

  	
  39

  
	
  5.17

  	
  Casualty, Etc.

  	
  39

  
	
  5.18

  	
  Collateral Documents

  	
  39

  
	
  5.19

  	
  Environmental Compliance

  	
  39

  
	
  5.20

  	
  Other Credit Agreements

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  
	
  AFFIRMATIVE
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  6.01

  	
  Financial Statements; Certificates and
  Other Information

  	
  40

  
	
  6.02

  	
  Taxes and Claims

  	
  43

  
	
  6.03

  	
  Insurance

  	
  43

  
	
  6.04

  	
  Maintenance of Existence; Conduct of
  Business

  	
  43

  
	
  6.05

  	
  Maintenance of and Access to Properties

  	
  43

  
	
  6.06

  	
  Compliance with Laws

  	
  43

  
	
  6.07

  	
  Litigation

  	
  44

  
	
  6.08

  	
  Subsidiaries

  	
  44

  
	
  6.09

  	
  Books and Records

  	
  44

  
	
  6.10

  	
  Use of Proceeds

  	
  45

  
	
  6.11

  	
  Covenant to Guarantee Obligations and Give
  Security

  	
  45

  
	
  6.12

  	
  Further Assurances and Post-Closing
  Covenant

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  
	
  NEGATIVE
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  7.01

  	
  Liens

  	
  46

  
	
  7.02

  	
  Indebtedness

  	
  48

  
	
  7.03

  	
  Investments

  	
  50

  
	
  7.04

  	
  Fundamental Changes

  	
  51

  
	
  7.05

  	
  Dispositions

  	
  52

  
	
  7.06

  	
  Restricted Payments

  	
  53

  
	
  7.07

  	
  Change in Nature of Business

  	
  54

  
	
  7.08

  	
  Transactions with Affiliates

  	
  54

  
	
  7.09

  	
  Payment Restrictions Affecting Subsidiaries

  	
  54

  
	
  7.10

  	
  Interest Coverage Ratio

  	
  54

  



 


ii

















 


	
  7.11

  	
  Capital Expenditures

  	
  54

  
	
  7.12

  	
  Reserved

  	
  54

  
	
  7.13

  	
  Accounting Changes

  	
  54

  
	
  7.14

  	
  Prepayments, Etc. of Indebtedness

  	
  54

  
	
  7.15

  	
  Amendment, Etc. of Organization Documents
  and Related Documents and Indebtedness

  	
  55

  
	
  7.16

  	
  Speculative Transactions

  	
  55

  
	
  7.17

  	
  Subsidiaries

  	
  55

  
	
  7.18

  	
  Cablevision Notes

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  
	
  CSC
  HOLDINGS

  
	
   

  	
   

  	
   

  
	
  8.01

  	
  CSC Holdings Representations and Warranties

  	
  55

  
	
  8.02

  	
  CSC Holdings Covenants

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  
	
  EVENTS OF
  DEFAULT AND REMEDIES

  
	
   

  	
   

  	
   

  
	
  9.01

  	
  Events of Default

  	
  62

  
	
  9.02

  	
  Remedies upon Event of Default

  	
  66

  
	
  9.03

  	
  Application of Funds

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  ADMINISTRATIVE
  AGENT

  
	
   

  	
   

  	
   

  
	
  10.01

  	
  Appointment and Authority

  	
  66

  
	
  10.02

  	
  Rights as a Lender

  	
  67

  
	
  10.03

  	
  Exculpatory Provisions

  	
  67

  
	
  10.04

  	
  Reliance by Administrative Agent

  	
  68

  
	
  10.05

  	
  Delegation of Duties

  	
  68

  
	
  10.06

  	
  Resignation of Administrative Agent

  	
  68

  
	
  10.07

  	
  Non-Reliance on Administrative Agent and
  Other Lenders

  	
  69

  
	
  10.08

  	
  No Other Duties, Etc.

  	
  69

  
	
  10.09

  	
  Administrative Agent May File Proofs
  of Claim

  	
  69

  
	
  10.10

  	
  Collateral and Guaranty Matters

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XI

  
	
  CONTINUING
  GUARANTY

  
	
   

  	
   

  	
   

  
	
  11.01

  	
  Guaranty

  	
  70

  
	
  11.02

  	
  Rights of Lenders

  	
  71

  
	
  11.03

  	
  Certain Waivers

  	
  71

  
	
  11.04

  	
  Obligations Independent

  	
  71

  
	
  11.05

  	
  Subrogation

  	
  71

  
	
  11.06

  	
  Termination; Reinstatement

  	
  72

  
	
  11.07

  	
  Subordination

  	
  72

  



 


iii

















 


	
  11.08

  	
  Stay of Acceleration

  	
  72

  
	
  11.09

  	
  Condition of Borrower

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XII

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  12.01

  	
  Amendments, Etc.

  	
  73

  
	
  12.02

  	
  Notices; Effectiveness; Electronic
  Communications

  	
  74

  
	
  12.03

  	
  No Waiver; Cumulative Remedies; Enforcement

  	
  76

  
	
  12.04

  	
  Expenses; Indemnity; Damage Waiver

  	
  76

  
	
  12.05

  	
  Payments Set Aside

  	
  78

  
	
  12.06

  	
  Successors and Assigns

  	
  78

  
	
  12.07

  	
  Treatment of Certain Information;
  Confidentiality

  	
  81

  
	
  12.08

  	
  Right of Setoff

  	
  81

  
	
  12.09

  	
  Interest Rate Limitation

  	
  82

  
	
  12.10

  	
  Counterparts; Integration; Effectiveness

  	
  82

  
	
  12.11

  	
  Survival of Representations and Warranties

  	
  82

  
	
  12.12

  	
  Severability

  	
  82

  
	
  12.13

  	
  Replacement of Lenders

  	
  82

  
	
  12.14

  	
  Governing Law; Jurisdiction; Etc.

  	
  83

  
	
  12.15

  	
  Waiver of Jury Trial

  	
  84

  
	
  12.16

  	
  No Advisory or Fiduciary Responsibility

  	
  84

  
	
  12.17

  	
  Electronic Execution of Assignments and
  Certain Other Documents

  	
  85

  
	
  12.18

  	
  USA PATRIOT Act

  	
  85

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  



 


iv

















 


SCHEDULES


 


	
  1.01

  	
   

  	
  Subsidiaries

  
	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Commitments and Applicable
  Percentages

  
	
   

  	
   

  	
   

  
	
  5.03

  	
   

  	
  Certain
  Authorizations

  
	
   

  	
   

  	
   

  
	
  5.06

  	
   

  	
  Liens

  
	
   

  	
   

  	
   

  
	
  5.08

  	
   

  	
  Investments

  
	
   

  	
   

  	
   

  
	
  5.15

  	
   

  	
  Intellectual Property
  Matters

  
	
   

  	
   

  	
   

  
	
  5.19

  	
   

  	
  Environmental Matters

  
	
   

  	
   

  	
   

  
	
  7.02

  	
   

  	
  Existing Indebtedness

  
	
   

  	
   

  	
   

  
	
  7.09

  	
   

  	
  Contractual Obligations

  
	
   

  	
   

  	
   

  
	
  12.02

  	
   

  	
  Administrative Agent’s
  Office, Certain Addresses for Notices

  



 


EXHIBITS


 


	
  Form of

  	
   

  	
  A

  	
  Loan Notice

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B-1

  	
  Fixed Rate Term Note

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B-2

  	
  Floating Rate Term Note

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C

  	
  Compliance Certificate

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D-1

  	
  Certificate as to Borrower
  Quarterly Financials

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D-2

  	
  Certificate
  as to Borrower Annual Financials

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E

  	
  Assignment and Assumption

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  F

  	
  Administrative
  Questionnaire

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  G-1

  	
  Subsidiary Guaranty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  G-2

  	
  Parent Guaranty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  G-3

  	
  NMG Guaranty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  H

  	
  Security Agreement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  I

  	
  Intellectual Property
  Security Agreement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J

  	
  Opinion Matters – Counsel
  to Loan Parties

  



 


v
















 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT (“Agreement”) is entered into as of July 29, 2008, among NEWSDAY LLC, a
Delaware limited liability company (the “Borrower”), the Restricted
Subsidiaries identified herein, CSC HOLDINGS, INC., a Delaware corporation (“CSC
Holdings”), and each lender from time to time party hereto (collectively,
the “Lenders”
and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent
and Collateral Agent.


 


PRELIMINARY STATEMENTS:


 


Newsday Holdings LLC (the “Parent Guarantor”)
has been formed pursuant to that certain formation agreement dated as of May 11,
2008 (the “Formation Agreement”) among CSC Holdings, NMG Holdings, Inc.
(“NMG Holdings”), Tribune Company (“Tribune”) and Newsday, Inc.
(“Newsday Inc.”). The sole members of the Parent Guarantor are Newsday
Inc. and NMG Holdings (the “Members”). The Parent Guarantor is the sole
member of the Borrower.


 


Pursuant to the Formation Agreement and in
connection with the acquisition of the Business (as such term is defined in the
Formation Agreement) by the Parent Guarantor and the Borrower (i) Tribune
and certain of its subsidiaries, including Newsday Inc. (together, the “Tribune
Parties”), contributed certain assets of the Business to, and certain
liabilities of the Business were assumed by, the Borrower (the “Newsday
Asset Contribution”), and (ii) CSC Holdings and NMG Holdings
(together, the “Cablevision Parties”) contributed the Cablevision Notes
(as hereinafter defined) (the “Cablevision Notes Contribution”) to the
Parent Guarantor.


 


The Parent Guarantor intends to make a distribution
of approximately $630,000,000 to Newsday Inc. (the “Distribution”),
after which, NMG Holdings will hold approximately 97.5% and Newsday Inc. will
hold approximately 2.5% of the Parent Guarantor’s total ownership interests and
the Parent Guarantor will own 100% of the Borrower’s total ownership interest.


 


The Borrower has requested that the Lenders provide
a fixed rate term loan facility and a floating rate term loan facility, and the
Lenders have indicated their willingness to lend on the terms and subject to
the conditions set forth herein.


 


In consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS


 


1.01         Defined
Terms.  As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“Accumulated
Funding Deficiency” shall mean an accumulated funding deficiency as defined
in Section 302 of ERISA.


 


“Adjusted
Operating Cash Flow” shall mean,
for the most recently completed Measurement Period, the following for the
Parent Guarantor, the Borrower and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP:  (i) aggregate
operating revenues (including, without limitation, interest income from the
Cablevision Notes, advertising revenue and circulation revenue) minus (ii) aggregate
operating expenses (including, without limitation, employee compensation,
newsprint and ink along with other operating supplies, selling, general
administrative


 

















 


expenses, circulation expenses, transportation expenses, outside service
expenses, but excluding depreciation, amortization, asset impairment, charges
and credits relating to employee stock compensation plans, other non-cash
employee benefits expenses, restructuring charges and credits, including
severance, facility closure and any losses resulting from a write-off or
writedown of Investments by the Borrower or any Restricted Subsidiary in
Affiliates); provided, however, that for purposes of determining
Adjusted Operating Cash Flow for any period (A) there shall be excluded
all management fees paid to the Parent Guarantor, the Borrower or any
Restricted Subsidiary during such period by any other Subsidiary other than any
such amounts settled in cash to the extent not in excess of 5% of Adjusted
Operating Cash Flow for the Parent Guarantor, the Borrower and its Restricted
Subsidiaries as determined without including any such fees, and (B) Adjusted
Operating Cash Flow for such period shall be increased or reduced, as the case
may be, by the Adjusted Operating Cash Flow of assets or businesses acquired or
disposed of (provided that in each case it has an impact on the Adjusted
Operating Cash Flow for such Measurement Period of at least $2,000,000)
including by means of any redesignation of any Subsidiary pursuant to Section 6.08
by the Borrower or any Restricted Subsidiary on or after the first day of such
period, determined on a pro forma basis reasonably satisfactory to the
Administrative Agent (it being agreed that it shall be satisfactory to the
Administrative Agent that such pro forma calculations may be based upon GAAP as
applied in the preparation of the financial statements for the Parent Guarantor
or the Borrower, delivered in accordance with Section 6.01 hereof
rather than as applied in the financial statements of the Person whose assets
were acquired and may include, in the Borrower’s discretion, a reasonable
estimate of savings under existing contracts resulting from any such
acquisitions), as though the Borrower or such Restricted Subsidiary acquired or
disposed of such assets on the first day of such period.  For purposes of
this definition, operating revenues and operating expenses shall exclude any
non-recurring, non-cash items (that do not represent a cash item in the
relevant period or any future period) in excess of $10,000,000.


 


“Adjusted Treasury Rate” means, with respect to any prepayment
date, the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such prepayment date.


 


“Administrative Agent” means Bank of
America in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent.


 


“Administrative Agent’s Office”
means the Administrative Agent’s address and, as appropriate, account as set
forth on Schedule 12.02, or such other address or account as the
Administrative Agent may from time to time notify to the Borrower and the
Lenders.


 


“Administrative Questionnaire” means
an Administrative Questionnaire in substantially the form of Exhibit F
or any other form approved by the Administrative Agent.


 


“Affiliate” means, with respect to
any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with
the Person specified.


 


“Aggregate Commitments” means the
Commitments of all the Lenders.


 


“Agreement” means this Credit
Agreement.


 


“Applicable Margin”
means 5.50% per annum.


 


2

















 


“Applicable Percentage”
means (a) in respect of the Fixed Rate Term Facility, with respect to any
Fixed Rate Term Lender at any time, the percentage (carried out to the ninth
decimal place) of the Fixed Rate Term Facility represented by (i) on or prior to the Closing Date, such
Lender’s Fixed Rate Term Commitment at such time and (ii) thereafter, the
principal amount of such Lender’s Fixed Rate Term Loans at such time and (b) in
respect of the Floating Rate Term Facility, with respect to any Floating Rate
Term Lender at any time, the percentage (carried out to the ninth decimal
place) of the Floating Rate Term Facility represented by (i) on or prior to the Closing Date, such
Lender’s Floating Rate Term Commitment at such time and (ii) thereafter,
the principal amount of such Lender’s Floating Rate Term Loans at such time.
The initial Applicable Percentage of each Lender in respect of each Term
Facility is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.


 


“Applicable Rate” means 9.750% per annum.


 


“Approved Fund” means
any Fund that is administered, advised or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers, advises or manages a Lender.


 


“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two
or more Approved Funds managed or advised by the same investment manager or
advisor or by investment managers or advisors that are Affiliates of each
other.


 


“Assignment and Assumption” means an
assignment and assumption entered into by a Lender and an Eligible Assignee
(with the consent of any party whose consent is required by Section 12.06(b)),
and accepted by the Administrative Agent, in substantially the form of Exhibit E
or any other form approved by the Administrative Agent.


 


“Audited Financial Statements” means
the audited combined balance sheets of the Business for the fiscal years ended December 31, 2006 and December 30,
2007, and the related combined statements of operations, division equity
(deficit) and cash flows of the Business
for the 2 fiscal years ending December 31, 2006 and December 30,
2007, including the notes thereto.


 


“Available Amount”
means, at any time, the sum at such time of (i) 75% of cumulative Excess
Cash Flow from and after the Closing Date, and (ii) the aggregate Net Cash Proceeds from the redemption or
repayment of the Cablevision Notes but only to the extent such Net Cash
Proceeds exceed the principal amount outstanding at such time under the Term
Facility (the “Excess Amount”).


 


“Bank of America” means Bank of
America, N.A. and its successors.


 


“BAS” means Banc of
America Securities LLC.


 


“Borrower” has the meaning specified
in the introductory paragraph hereto.


 


“Borrower Excluded
Indebtedness” shall have the meaning specified in Section 9.01(d) hereto.


 


“Borrower Materials”
has the meaning specified in Section 6.01.


 


“Borrowing” means a
Fixed Rate Term Borrowing or a Floating Rate Term Borrowing, as the context may
require.


 


3

















 


“Business” has the
meaning specified in the Formation Agreement.


 


“Business Day” means any day other
than a Saturday, Sunday or other day on which commercial banks are authorized
to close under the Laws of, or are in fact closed in, the state of New York.


 


“Cablevision” means
Cablevision Systems Corporation, a Delaware corporation.


 


“Cablevision Indenture”
means the indenture dated as of April 6,
2004, governing Cablevision’s 8% Senior Notes due 2012, between Cablevision and
The Bank of New York, as trustee, as in effect on the Closing Date.


 


“Cablevision Notes”
means an aggregate principal amount of $682,096,000 of 8% Senior Notes due April 2012
issued by Cablevision and held by the Parent Guarantor, that are unsecured,
having a fair market value on the Closing Date not less than $650,000,000, and having the same terms as the existing 8% Senior Notes issued under the Cablevision Indenture.


 


“Cablevision Notes
Contribution” has the meaning specified in the Preliminary Statements
hereto.


 


“Cablevision Parties”
has the meaning specified in the Preliminary Statements hereto.


 


“Capital Expenditures” means, with
respect to any Person for any period, any expenditure in respect of the
purchase or other acquisition of any fixed or capital asset (excluding normal
expenditures for replacements and maintenance which are properly charged to
current operations). For purposes of
this definition, the purchase price of equipment that is purchased simultaneously
with the trade-in of existing equipment or with insurance proceeds shall be
included in Capital Expenditures only to the extent of the gross amount by
which such purchase price exceeds the credit granted by the seller of such
equipment for the equipment being traded in at such time or the amount of such
insurance proceeds, as the case may be.


 


“Capitalized Lease
Obligations” means, as to any Person, the obligations of such Person to pay
rent or other amounts under a lease of (or other agreement conveying the right
to use) real and/or personal property, which obligations are required to be
classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.


 


“Cash Collateral Account” means a
blocked, non-interest bearing deposit account of one or more of the Loan
Parties at Bank of America in the name of the Administrative Agent and under
the sole dominion and control of the Administrative Agent, and otherwise
established in a manner reasonably satisfactory to the Administrative Agent.


 


“Cash Equivalents” means any
of the following types of Investments, to the extent owned by the Borrower or
any of its Restricted Subsidiaries free and clear of all Liens (other than
Liens created under the Collateral Documents and other Liens permitted hereunder):


 


(a)   Marketable, direct obligations of the United States of America
maturing within 397 days of the date of purchase;


 


(b)   commercial
paper outstanding at any time
issued by any Person organized under the laws of any state of the United States
of America, which Person shall have a consolidated net worth of at least
$250,000,000 and shall conduct a substantial part of its business in the


4

















 


United States of America, maturing within 180 days
from the date of the original issue thereof, and rated “P-1” or better by
Moody’s or “A-1” or better by S&P;


 


(c)   fully collateralized repurchase agreements in such amounts and
with such financial institutions having a rating of “Baa” or better from Moody’s,
or a rating of “A-” or better from S&P, as the Borrower may select from
time to time;


 


(d)   certificates of deposit, banker’s acceptances and time deposits
maturing within 397 days after the date of purchase, which are issued by any
Lender or by a United States national or state bank or foreign bank having
capital, surplus and undivided profits totaling more than $100,000,000, and
having a rating of “Baa” or better from Moody’s or a rating of “A-” or better
from S&P; and


 


(e)   money market funds that (i) comply with the criteria set
forth in SEC Rule 2a-7 under the Investment Company Act, (ii) are
rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of
at least $3,000,000,000.


 


“Cash Flow Ratio” has
the meaning specified in the CSC Holdings Indenture.


 


“Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.


 


“Cash Management Bank”
means any Person that, at the time it enters into a Cash Management Agreement,
is a Joint Lead, a Lender or an Affiliate of a Joint Lead or a Lender, in its
capacity as a party to such Cash Management Agreement.


 


“CFC” means a Person
that is a controlled foreign corporation under Section 957 of the Code.


 


“Change in Law” means
the occurrence, after the Closing Date, of any of the following: (a) the
adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not
having the force of law) by any Governmental Authority.


 


“Closing Date” means July 29,
2008.


 


“Code” means the Internal Revenue
Code of 1986.


 


“Collateral” means all of the “Collateral” referred to in the Collateral
Documents and all of the other property that is or is intended under the terms
of the Collateral Documents to be subject to Liens in favor of the
Administrative Agent for the benefit of the Secured Parties.


 


“Collateral Documents” means,
collectively, the Security Agreement, the Intellectual Property Security
Agreement, each of the mortgages, collateral assignments, Security Agreement
Supplements, IP Security Agreement Supplements, security agreements, pledge
agreements or other similar agreements delivered to the Administrative Agent
pursuant to Section 6.11, and each of the other agreements,
instruments or documents that creates or purports to create a Lien in favor of
the Administrative Agent for the benefit of the Secured Parties.


 


5

















 


“Commitment” means a Fixed Rate Term
Commitment or a Floating Rate Term Commitment, as the context may require.


 


“Comparable Treasury Issue” means the United
States Treasury security selected by a Quotation Agent as having a maturity
comparable to the remaining term of the Loan to be prepaid that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Loan.


 


“Comparable Treasury Price” means, with respect
to any prepayment date, (1) the average of the Reference Treasury Dealer
Quotations for such prepayment date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (2) if the Administrative
Agent obtains fewer than three such Reference Treasury Dealer Quotations, the
average of all such quotations.


 


“Compliance Certificate” means a
certificate substantially in the form of Exhibit C.


 


“Consolidated Interest Coverage Ratio”
means, as of any date of determination, the ratio of (a) Adjusted
Operating Cash Flow to (b) Net
Cash Interest Expense, in each case, of or by the Parent Guarantor, the
Borrower and its Subsidiaries on a consolidated basis for the most recently
completed Measurement Period.


 


“Contractual Obligation” means, as
to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through ownership of securities or
partnership or other ownership interests, the ability to exercise voting power,
by contract or otherwise; provided that, in any event, any Person which
owns directly or indirectly 10% or more of the securities having ordinary
voting power for the election of directors or other governing body of a
corporation or 10% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person; and provided  further
that no individual shall be an Affiliate of a corporation or partnership solely
by reason of his or her being an officer, director or partner of such entity,
except in the case of a partner if his or her interests in such partnership
shall qualify him or her as an Affiliate. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“CSC Holdings” has the meaning specified in the introductory
paragraph hereto.


 


“CSC Holdings Credit
Agreement” means the Credit Agreement dated as of February 24, 2006
among CSC Holdings, Inc., as the borrower, Bank of America, N.A., as
Administrative Agent and the Lenders party thereto (as amended from time to
time).


 


“CSC Holdings Excluded
Indebtedness” shall have the meaning specified in Section 9.01(d) hereto.


 


“CSC
Holdings Indebtedness” has the meaning specified under the term “Indebtedness”
in the CSC Holdings Indenture.


 


“CSC
Holdings Indenture” means the indenture dated as of June 4, 2008,
governing CSC Holdings’ 81⁄2% Senior Notes due 2015, between CSC Holdings and
U.S. Bank National Association, as trustee, as in effect on the Closing Date.


 


6

















 


“CSC
Holdings Investment” has the meaning specified under the term “Investment”
in the CSC Holdings Indenture.


 


“CSC
Holdings Lien” has the meaning specified under the term “Lien” in the CSC
Holdings Indenture.


 


“CSC Holdings Permitted
Liens” has the meaning specified under the term “Permitted Liens” in the
CSC Holdings Indenture.


 


“CSC Holdings Restricted
Payment” has the meaning specified under the term “Restricted Payment” in
the CSC Holdings Indenture.


 


“CSC Holdings Restricted
Subsidiary” means, as of any date of determination, a Subsidiary that under
and pursuant to the CSC Holdings Indenture is a “Restricted Subsidiary” as that
term is defined in the CSC Holdings Indenture.


 


“CSC Restricted
Subsidiary” means, as of any date of determination, a Subsidiary that under
and pursuant to the CSC Holdings Credit Agreement is a “Restricted Subsidiary”
as that term is defined in the CSC Holdings Credit Agreement.


 


“CSC Holdings
Unrestricted Subsidiary” has the meaning specified in the CSC Holdings
Indenture.


 


“Cumulative Cash Flow
Credit” has the meaning specified in the CSC Holdings Indenture.


 


“Cumulative Interest
Expense” has the meaning specified in the CSC Holdings Indenture.


 


“Current Assets” means,
with respect to any Person, all assets of such Person that, in accordance with
GAAP, would be classified as current assets on the balance sheet of a company
conducting a business the same as or similar to that of such Person, after
deducting appropriate and adequate reserves therefrom in each case in which a
reserve is proper in accordance with GAAP.


 


“Current Liabilities” means,
with respect to any Person, (a) all Indebtedness of such Person that by
its terms is payable on demand or matures within one year after the date of
determination (excluding any Indebtedness renewable or extendible, at the
option of such Person, to a date more than one year from such date or arising
under a revolving credit or similar agreement that obligates the lender or
lenders to extend credit during a period of more than one year from such date)
and (b) all other items (including, taxes accrued as estimated and trade
payables otherwise excluded from Indebtedness under clause (d) of
the definition thereof) that, in accordance with GAAP, would be classified on
the balance sheet of such Person as current liabilities of such Person.


 


“Debtor Relief Laws” means the
Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors generally.


 


“Default” means any event or
condition that constitutes an Event of Default or that, with the giving of any
notice, the passage of time, or both, would be an Event of Default.


 


7

















 


“Default Rate” means (a) when
used with respect to the Fixed Rate Term Loan, an interest rate equal to (i) the
Applicable Rate plus (ii) 2% per annum and (b) when used with
respect to the Floating Rate Term Loan, an interest rate equal to (i) the
interest rate (including any Applicable Margin) otherwise applicable to the
Floating Rate Term Loan plus (ii) 2% per annum.


 


“Defaulting Lender” means any Lender
that (a) has failed to fund any portion of the Term Loans required to be funded
by it hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder
within one Business Day of the date when due, unless the subject of a good
faith dispute, or (c) has been deemed insolvent or become the subject of a
bankruptcy or insolvency proceeding.


 


“Disposition” or “Dispose”
means the sale, transfer, license, lease or other disposition (including any
sale and leaseback transaction) of any property by the Borrower or a Restricted
Subsidiary (or the granting of any option or other right to do any of the
foregoing), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.


 


“Distribution” has
the meaning specified in the Preliminary Statements hereto.


 


“Dolan Family Interests” shall mean (i) any
Dolan Family Member, (ii) any trusts for the benefit of any Dolan Family
Members, (iii) any estate or testamentary trust of any Dolan Family Member
for the benefit of any Dolan Family Members, (iv) any executor,
administrator, conservator or legal or personal representative of any Person or
Persons specified in clauses (i), (ii) and (iii) above
to the extent acting in such capacity on behalf of any Dolan Family Member or
Members and not individually and (v) any corporation, partnership, limited
liability company or other similar entity, in each case 80% of which is owned
and controlled by any of the foregoing or combination of the foregoing.


 


“Dolan Family Members” shall mean Charles F.
Dolan, his spouse, his descendants and any spouse of any of such descendants.


 


“Dollar” and “$” mean
lawful money of the United States.


 


“Eligible Assignee” means any Person
that meets the requirements to be an assignee under Section 12.06(b)(iii),
(v) and (vi) (subject to such consents, if any, as may
be required under Section 12.06(b)(iii)).


 


“Environmental Laws” means any and
all Federal, state, local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises,
licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the
environment, including those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.


 


“Equity Interests” means,
with respect to any Person, the capital stock of (or other ownership or profit
interests in) such Person, the warrants, options or other rights for the
purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, the securities convertible
into or exchangeable for shares of capital stock of (or other ownership or
profit interests in) such Person or warrants, rights or options for the
purchase or acquisition from such Person of such shares (or such other
interests), and all other ownership or profit interests in such Person
(including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination.


 


8

















 


“ERISA” means the Employee
Retirement Income Security Act of 1974.


 


“ERISA Affiliate” means any trade or
business (whether or not incorporated) under common control with the Borrower
within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).


 


“Event of Default” has the meaning
specified in Section 9.01.


 


“Eurodollar Rate”  means, for any Interest Period with respect
to a Floating Rate Term Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated
by the Administrative Agent from time to time) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest
Period) with a term of three months.  If
such rate is not available at such time for any reason, then the “Eurodollar
Rate” for such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery
on the first day of such Interest Period in same day funds in the approximate
amount of the Floating Rate Term Loan being made by Bank of America and with a
term equivalent to such Interest Period would be offered by Bank of America’s
London Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two Business Days prior
to the commencement of such Interest Period.


 


“Excess Amount” is
defined in the definition of “Available Amount.”


 


“Excess Cash Flow”
means, for any fiscal quarter of the
Borrower, the excess (if any) of (A) the sum of (a) Adjusted
Operating Cash Flow for such fiscal quarter plus (b) an
amount (whether an increase or decrease) equal to the change in consolidated
Current Liabilities of the Borrower and its Restricted Subsidiaries during such
period  over (B) the sum
(for such fiscal quarter) of (i) Net Cash Interest Expense actually paid
in cash by the Borrower and its Restricted Subsidiaries, (ii) an
amount (whether an increase or decrease) equal to the change in consolidated
Current Assets (excluding cash and Cash Equivalents) of the Borrower and its
Restricted Subsidiaries during such period, (iii) all income taxes actually paid in cash by the Borrower and its
Restricted Subsidiaries, (iv) Capital Expenditures (other than those
Capital Expenditures made using the Available Amount) actually made by the
Borrower and its Restricted Subsidiaries in such fiscal quarter, and (v) any
expenses added back in determining Adjusted Operating Cash Flow to the extent
such expenses have been paid in cash.


 


“Excluded Issuance”
by any Person means an issuance and sale of an Equity Interest in such Person
to the Members (including as adjustments of Equity Interests in connection with
the consummation of the Transaction) or an issuance of shares of capital stock
of (or other ownership or profit interests in) such Person upon the exercise of
warrants, options or other rights for the purchase of such capital stock (or
other ownership or profit interest).


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending
Office is located, (b) any branch profits taxes imposed by the


 


9

















 


United States or any similar tax imposed by any other jurisdiction in
which the Borrower or any Lender(1) is located and (c) in the case of
a Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 12.13), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party hereto (or designates a new Lending Office) or is attributable to such
Foreign Lender’s failure or inability (other than as a result of a Change in
Law) to comply with Section 3.01(e), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new Lending Office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a).


 


“Federal Funds Rate” means, for any
day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is
so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.


 


“Fixed Rate Term Borrowing”
means a borrowing consisting of Fixed Rate Term Loans made by each of the Fixed
Rate Term Lenders pursuant to Section 2.01(a).


 


“Fixed Rate Term Commitment”
means, as to each Fixed Rate Term Lender, its obligation to make Fixed Rate
Term Loans to the Borrower pursuant to Section 2.01(a) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender’s name on Schedule 2.01 under the caption
“Fixed Rate Term  Commitment” or opposite
such caption in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement.


 


“Fixed Rate Term Facility”
means, at any time, (a) on or
prior to the Closing Date, the aggregate amount of the Fixed Rate
Term Commitments at such time and (b) thereafter, the
aggregate principal amount of the Fixed Rate Term Loans of all Fixed Rate Term
Lenders outstanding at such time.


 


“Fixed Rate Term Lender”
means (a) at any time on or prior
to the Closing Date, any Lender that has a Fixed Rate Term Commitment at
such time and (b) thereafter, any Lender that holds Fixed Rate Term
Loans at such time.


 


“Fixed Rate Term Loan”
means an advance made by any Fixed Rate Term Lender under the Fixed Rate Term
Facility.


 


“Fixed Rate Term Note”
means a promissory note made by the Borrower in favor of a Fixed Rate Term
Lender evidencing Fixed Rate Term Loans made by such Lender, substantially
in the form of Exhibit B-1.


 


“Floating Rate Term Borrowing”
means a borrowing consisting of Floating Rate Term Loans made by each of the
Floating Rate Term Lenders pursuant to Section 2.01(b).


 






(1) If any.


 


10
















 


“Floating Rate Term Commitment”
means, as to each Floating Rate Term Lender, its obligation to make Floating
Rate Term Loans to the Borrower pursuant to Section 2.01(b) in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01 under the
caption “Floating Rate Term Commitment” or opposite such caption in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.


 


“Floating Rate Term Facility”
means, at any time, (a) on or
prior to the Closing Date, the aggregate amount of the Floating Rate
Term Commitments at such time and (b) thereafter, the
aggregate principal amount of the Floating Rate Term Loans of all Floating Rate
Term Lenders outstanding at such time.


 


“Floating Rate Term
Lender” means (a) at any time on
or prior to the Closing Date, any Lender that has a Floating Rate
Term Commitment at such time and (b) thereafter, any Lender
that holds Floating Rate Term Loans at such time.


 


“Floating Rate Term Loan”
means an advance made by any Floating Rate Term Lender under the Floating Rate
Term Facility.


 


“Floating Rate Term Note”
means a promissory note made by the Borrower in favor of a Floating Rate Term
Lender evidencing Floating Rate Term Loans made by such Lender,
substantially in the form of Exhibit B-2.


 


“Foreign Lender” means any Lender
that is organized under the laws of a jurisdiction other than that in which the
Borrower is resident for tax purposes. 
For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.


 


“Formation Agreement”
has the meaning specified in the Preliminary Statements hereto.


 


“Fund” means any Person (other than
a natural person) that is (or will be) engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its activities.


 


“GAAP” means generally accepted
accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a
significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently
applied.


 


“Governmental Authority” means the
government of the United States or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).


 


“Guarantee” means any direct or
indirect (including, without limitation, by means of causing a bank to open a
letter of credit) guarantee, endorsement, contingent agreement to purchase or
to furnish funds for the payment or maintenance of, or otherwise being or
becoming contingently liable upon or with respect to, the Indebtedness, other
obligations, net worth, working capital or earnings of any 


 


11

















 


Person, or guarantee of the payment of dividends or other distributions
upon the stock or other ownership interests of any Person, or agreement to
purchase, sell or lease (as lessee or lessor) property, products, materials,
supplies or services primarily for the purpose of enabling a debtor to make
payment of its obligations or to assure a creditor against loss.


 


“Guarantors” means, collectively,
CSC Holdings, NMG Holdings,
Newsday Holdings LLC, and the Subsidiary Guarantors.


 


“Guaranty” means, collectively, the Guaranty made by CSC Holdings under Article XI,
the Subsidiary Guaranty, the Parent Guaranty and the NMG Guaranty,
together with each other guaranty and guaranty supplement delivered pursuant to
Section 6.11.


 


“Hazardous Materials” means all
explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.


 


“Indebtedness” means, as to any Person,
Capitalized Lease Obligations of such Person and other indebtedness of such
Person for borrowed money (whether by loan or the issuance and sale of debt
securities) or for the deferred purchase or acquisition price of property or
services other than accounts payable (other than for borrowed money) incurred
in the ordinary course of business of such Person.  Without limiting the generality of the
foregoing, such term shall include (a) when applied to the Borrower and/or
any Restricted Subsidiary, all obligations of the Borrower and/or any
Restricted Subsidiary under Swap Contracts and (b) when applied to the
Borrower or any other Person, all Indebtedness of others Guaranteed by such
Person.


 


“Indemnified Taxes”  means Taxes other than Excluded Taxes.


 


“Indemnitees” has the meaning
specified in Section 12.04(b).


 


“Indemnity Agreement”
means that certain agreement among CSC Holdings, the Borrower, NMG Sub Company,
LLC and Tribune dated as of May 11, 2008.


 


“Information” has the
meaning specified in Section 12.07.


 


“Information Memorandum” means the information memorandum
dated June 2008, used by the Joint Leads in connection with the
syndication of the Commitments.


 


“Intellectual Property Security Agreement” has the
meaning specified in Section 4.01(a)(iv).


 


“Interest Payment Date” means, (a) as
to the Fixed Rate Term Loan, the fifteenth of each July and January and the Maturity Date; and (b) as
to the Floating Rate Term Loan, the fifteenth of each July, October, January and April and the Maturity
Date.


 


“Interest Period” means, as to each Floating
Rate Term Loan, the period commencing on the date such Floating Rate Loan is
disbursed or on the most recent Interest Payment Date and ending on the next succeeding
Interest Payment Date; provided that:


 


(a)                                  any Interest Period that would otherwise end
on a day that is not a Business Day shall be extended to the next succeeding
Business Day; and


 


12

















 


(c)                                  no Interest Period shall extend beyond the
Maturity Date.


 


“Investment” with respect to the Borrower
or any Restricted Subsidiary means (a) making or permitting to remain
outstanding any advances, loans, accounts receivable (other than (x) accounts
receivable arising in the ordinary course of business of the Borrower or such
Restricted Subsidiary and (y) accounts receivable owing to the Borrower or
any Restricted Subsidiary from any Unrestricted Subsidiary for management or
other services or other overhead or shared expenses allocated in the ordinary
course of business provided by the Borrower or any Restricted Subsidiary to
such Unrestricted Subsidiary or other extensions of credit (excluding, however,
accrued and unpaid interest in respect of any advance, loan or other extension
of credit) or capital contributions to (by means of transfers of property to
others, or payments for property or services for the account or use of others,
or otherwise) any Person (other than the Borrower or any Restricted
Subsidiary)), (b) purchasing or owning any stocks, bonds, notes,
debentures or other securities (including, without limitation, any interests in
any partnership, joint venture or any similar enterprise) of, or any bank
accounts with, or Guarantee any Indebtedness or other obligations of, any
Person (other than the Borrower or any Restricted Subsidiary), or (c) purchasing
or acquiring (in one transaction or a series of transactions) assets of another
Person that constitute a business unit or all or a substantial part of the
business of, such Person (other than the Borrower or any Restricted
Subsidiary).


 


“Investment Company Act”
means the Investment Company Act of 1940, as amended.


 


“IP Rights” has the meaning
specified in Section 5.15.


 


“IP Security Agreement Supplement” has the
meaning specified in Section 13(b) of the Security Agreement.


 


“Joint Leads” means
collectively Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated in their capacities as Joint Lead Arrangers and Joint Book
Managers and Citigroup Global Markets in its capacity as additional Joint Book
Manager.


 


“Laws” means, collectively, all
international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case whether or not having
the force of law.


 


“Lender” has the meaning specified
in the introductory paragraph hereto.


 


“Lending Office” means, as to any Lender,
the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify the Borrower and the Administrative Agent.


 


“Lien” means any mortgage, pledge,
security interest, conditional sale or other title retention agreement, lien,
charge or encumbrance upon any of the assets of the Borrower or its Restricted
Subsidiaries, now owned or hereafter acquired, securing any Indebtedness or
other obligation.


 


“Loan Documents” means,
collectively, (a) this Agreement, (b) the Notes, (c) the
Guaranty, and (d) the Collateral Documents.


 


13

















 


“Loan Notice” means a notice of a
Fixed Rate Term Borrowing or a Floating Rate Term Borrowing, which, if in
writing, shall be substantially in the form of Exhibit A.


 


“Loan Parties” means, collectively,
the Borrower, the Parent Guarantor and each
Subsidiary Guarantor.


 


“Margin Stock” shall
mean “margin stock” as defined in Regulation U.


 


“Material Real Property”
has the meaning specified in the Security Agreement.


 


“Materially Adverse CSC
Effect” shall mean a materially adverse effect upon the business, assets,
financial condition or results of operations of CSC Holdings and the CSC Restricted
Subsidiaries taken as a whole on a combined basis in accordance with GAAP.


 


“Materially Adverse
Effect” shall mean a materially adverse effect upon (i) the business,
assets, financial condition or results of operations of the Borrower and the Restricted
Subsidiaries taken as a whole on a combined basis in accordance with GAAP, (ii) the
ability of the Borrower and the Restricted Subsidiaries taken as a whole to
perform the Obligations hereunder or (iii) the legality, validity, binding
nature or enforceability of this Agreement or any other Loan Document or the
validity, perfection, priority or enforceability of the security interest
created, or purported to be created, by the Collateral Documents.


 


“Maturity Date” means August 1,
2013.


 


“Measurement Period”
means, at any date of determination on or after December 31, 2008, the
most recently completed four fiscal quarters of the Borrower or, if fewer than
four consecutive fiscal quarters of the Borrower have been completed since the
Closing Date, the fiscal quarters of the Borrower that have been completed
since the Closing Date; provided
that:  (a) for purposes of
determining an amount of any item included in the calculation of a financial
ratio or financial covenant after the completion of the first fiscal quarter
and prior to the completion of the second fiscal quarter ending after the
Closing Date, such amount for the Measurement Period then ended shall equal
such item for such fiscal quarter then ended multiplied by four; (b) for
purposes of determining an amount of any item included in the calculation of a
financial ratio or financial covenant after the completion of the second fiscal
quarter and prior to the completion of the third fiscal quarter ending after
the Closing Date, such amount for the Measurement Period then ended shall equal
such item for the two fiscal quarters then ended multiplied by two; and (c) for
purposes of determining an amount of any item included in the calculation of a
financial ratio or financial covenant after the completion of the third fiscal
quarter and prior to the completion of the fourth fiscal quarter ending after
the Closing Date, such amount for the Measurement Period then ended shall equal
such item for the three fiscal quarters then ended multiplied by 4/3.


 


“Members” has the meaning specified
in the Preliminary Statements hereto.


 


“Moody’s” means Moody’s Investors Service, Inc.
and any successor thereto.


 


“Multiemployer Plan” means any
employee benefit plan of the type described in Section 4001(a)(3) of
ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to
make contributions.


 


“Net Cash Interest Expense” means,
for any Measurement Period, the sum of (a) all interest, premium payments,
debt discount, fees, charges and related expenses in connection with 


 


14

















 


borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each
case to the extent treated as interest in accordance with GAAP, (b) all
interest paid or payable with respect to discontinued operations and (c) the
portion of rent expense under Capitalized Lease Obligations that is treated as
interest in accordance with GAAP, in each case, of or by the Parent Guarantor,
the Borrower and its Restricted Subsidiaries on a consolidated basis for the
most recently completed period; provided, however, that there shall be
deducted from Net Cash Interest Expense net interest income for such
Measurement Period other than interest income on the Cablevision Notes.


 


“Net Cash Proceeds” means:


 


(a)          with respect to any Disposition by the Borrower or any of the Restricted Subsidiaries, the excess, if
any, of (i) the sum of cash and Cash Equivalents received in connection
with such transaction (including any cash or Cash Equivalents received by way
of deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) over (ii) the sum of (A) the
principal amount of any Indebtedness that is secured by the applicable asset
and that is required to be repaid in connection with such transaction (other
than Indebtedness under the Loan Documents), and (B) the reasonable and
customary costs and expenses of, and any income, franchise, transfer or other
tax liability arising from such transaction;


 


(b)         with respect to the sale or issuance of any Equity Interest by the Borrower or any of its Restricted
Subsidiaries, or the incurrence or issuance of any Indebtedness by the Borrower or any of its Restricted
Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents
received in connection with such transaction over (ii) the underwriting
discounts and commissions, and other reasonable and customary costs and
expenses of, and any income, franchise, transfer or other tax liability arising
from such transaction;


 


(c)          with respect to proceeds of any casualty insurance or condemnation
awards (and payments in lieu thereof), the excess of (i) the sum of the
cash and Cash Equivalents received in connection therewith over (ii) the
reasonable and customary costs and expenses thereof, and any income, franchise,
transfer, or other tax liability arising therefrom; and


 


(d)         with respect to the redemption or repayment of the Cablevision Notes,
the excess of (i) the sum of cash and Cash Equivalents received in
connection therewith over (ii) any discounts, commissions and reasonable
and customary costs and expenses of receiving such redemption of repayment, and
any income, franchise, transfer or other tax liability arising therefrom.


 


“Newsday Asset
Contribution” has the meaning specified in the Preliminary Statements
hereto.


 


“Newsday Inc.” has
the meaning specified in the Preliminary Statements hereto.


 


“NMG Guaranty” means
the unsecured guaranty in the form of Exhibit G-3 executed by NMG
Holdings and guaranteeing the Obligations of the Borrower under the Loan
Documents.


 


“NMG
Holdings” has the meaning specified in the
Preliminary Statements hereto.


 


“Note” means a Fixed Rate Term Note
or a Floating Rate Term Note, as the context may require.


 


15

















 


“Obligations” means all advances to,
and debts, liabilities, obligations, covenants and duties of, any Loan Party
arising under any Loan Document or otherwise with respect to any Loan, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against
any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.


 


“Organization
Documents” means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or organization
of such entity.


 


“Other Taxes” means all present or
future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.


 


“Outstanding Amount” means, on any
date, the aggregate outstanding principal amount of the Term Loans after giving
effect to the borrowing, any prepayments or repayments of the Term Loans,
occurring on such date.


 


“Parent Guarantor”
has the meaning specified in the Preliminary Statements hereto.


 


“Parent Guaranty”
means the Guaranty made by Newsday Holdings LLC in favor of the Secured
Parties, substantially in the form of Exhibit G-2.


 


“Participant” has the meaning
specified in Section 12.06(d).


 


“PBGC” means the Pension Benefit
Guaranty Corporation.


 


“Permitted Restricted Subsidiary Transaction”
shall mean any transaction by which any Restricted Subsidiary shall (i) pay
dividends or make any distribution on its capital stock or other equity
securities or pay any of its Indebtedness owed to any Loan Party or any other
Restricted Subsidiaries, (ii) make any loans or advances to any Loan Party
or to any other Restricted Subsidiaries or (iii) transfer any of its
properties or assets to, or merge or consolidate with or into, the Borrower or
any other Restricted Subsidiary; provided, however, that any
Permitted Restricted Subsidiary Transaction of any Guarantor must be made to
another Restricted Subsidiary that is a Guarantor; and provided, further,
that in the case of a merger or consolidation with a Loan Party, a Loan Party
must be the surviving entity.


 


“Permitted Senior
Indebtedness” has the meaning specified in Section 7.01(j).


 


“Permitted
Subordinated Indebtedness” means subordinated Indebtedness for borrowed
money of the Borrower, provided that no Restricted Subsidiary of the Borrower
shall provide a guarantee of such Indebtedness unless it shall also be a Guarantor
hereunder, and provided further that such 


 


16

















 


subordinated Indebtedness shall be
subordinated to the Obligations on terms no less favorable to the Lenders than
the subordination terms in the Rainbow Subordinated Debt.


 


“Person” means any natural person,
corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity.


 


“Plan” means any “employee benefit
plan” (as such term is defined in Section 3(3) of ERISA) established
by the Borrower or, with respect to any such plan that is subject to Section 412
of the Code or Title IV of ERISA, any ERISA Affiliate.


 


“Platform” has the
meaning specified in Section 6.01.


 


“Pledged Debt” has the meaning specified in Section 1(d)(iv) of
the Security Agreement.


 


“Pledged Equity” has the
meaning specified in the paragraph following Section 1(d)(iii) of
the Security Agreement.


 


“Prepayment
Amount” has the meaning specified in Section 2.03(b)(v).


 


“Prohibited
Transaction” shall mean a transaction that is prohibited under Section 4975
of the Code or Section 406 of ERISA and not exempt under Section 4975
of the Code or Section 408 of ERISA.


 


“Public Lender” has
the meaning specified in Section 6.01.


 


“Quotation Agent” means the Reference Treasury Dealer.


 


“Rainbow” means
Rainbow National Services LLC, a Delaware limited liability company.


 


“Rainbow
Subordinated Debt” means those 10 3/8 % Senior Subordinated Notes due 2014,
governed by the indenture dated as of August 20,
2004, between Rainbow and The Bank of New York, a New York banking
corporation, as trustee, as in effect
on the Closing Date.


 


“Reduction Amount” has the meaning
set forth in Section 2.03(b)(ix).


 


“Reference Treasury Dealer” means (1) Banc
of America Securities, LLC and its successors; provided, however,
that if the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a “Primary Treasury Dealer”), the Borrower
shall substitute therefor another Primary Treasury Dealer; and (2) any
other Primary Treasury Dealers selected by the Administrative Agent after
consultation with the Borrower.


 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any date of prepayment, the
average, as determined by the Administrative Agent, of the bid and ask prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Administrative Agent by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such date of prepayment.


 


“Register” has the meaning specified
in Section 12.06(c).


 


“Registered
Public Accounting Firm” has the meaning specified by the Securities Laws
and shall be independent of the Borrower or CSC Holdings, as the case may be,
as prescribed by the 


 


17

















 


Securities Laws.


 


“Regulation
U” shall mean Regulation U of the Board of Governors of the Federal Reserve
System as the same may be amended or supplemented from time to time.


 


“Related Documents” means the Formation Agreement, the Indemnity Agreement and the Tax Matters
Agreement (as such term is defined in the Formation Agreement).


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents, trustees and advisors of
such Person and of such Person’s Affiliates.


 


“Reportable Event” means any of the
events set forth in Section 4043(c) of ERISA, other than events for which
the 30 day notice period has been waived.


 


“Required Fixed Rate Lenders” means,
as of any date of determination, Fixed Rate Term Lenders holding more than 50% of the Fixed Rate Term
Facility; provided that the portion of the Fixed Rate Term Facility held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Fixed Rate Lenders.


 


“Required Floating Rate Lenders”
means, as of any date of determination, Floating Rate Term Lenders holding more than 50% of the Floating Rate
Term Facility; provided that the portion of the Floating Rate Term
Facility held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Floating Rate Lenders.


 


“Required Lenders” means, as of any
date of determination, Lenders holding more
than 50% of the sum of the Total Outstandings provided that the
portion of the Total Outstandings held or deemed held by, any Defaulting Lender
shall be excluded for purposes of making a determination of Required Lenders.


 


“Responsible Officer” means the
chief executive officer, president, chief financial officer, treasurer,
assistant treasurer or controller of a Loan Party.  Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted Payment” means any
dividend or other distribution (whether in cash, securities or other property)
with respect to any capital stock or other Equity Interest of the Borrower or
any of its Restricted Subsidiaries, or any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, defeasance, acquisition, cancellation
or termination of any such capital stock or other Equity Interest, or on account
of any return of capital to any such Person’s stockholders, partners or members
(or the equivalent of any thereof), or any option, warrant or other right to
acquire any such dividend or other distribution or payment.


 


“Restricted Subsidiaries” shall mean all
Subsidiaries on the Closing Date and any additional Restricted Subsidiary
pursuant to Section 6.08.


 


“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and any successor thereto.


 


18

















 


“SEC” means the Securities and
Exchange Commission, or any Governmental Authority succeeding to any of its
principal functions.


 


“Secured Parties” means,
collectively, the Administrative Agent, the Lenders, the Cash Management Banks,
each co-agent or sub-agent appointed by the Administrative Agent from time to
time pursuant to Section 10.05.


 


“Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley, and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
Public Company Accounting Oversight Board.


 


“Security Agreement” has the
meaning specified in Section 4.01(a)(iii).


 


“Security Agreement Supplement” has the
meaning specified in Section 21(b) of the Security Agreement.


 


“Solvent” and “Solvency” mean,
with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond
such Person’s ability to pay such debts and liabilities as they mature, and (d) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute
an unreasonably small capital. The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


 


“Subsidiary” of a Person means a
corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by
reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of the
Borrower.


 


“Subsidiary Guarantors”
means the wholly owned Subsidiaries of the
Borrower as of the Closing Date and each other wholly owned Restricted
Subsidiary of the Borrower that
shall be required to execute and deliver a guaranty or guaranty supplement
pursuant to Section 6.11; provided, however, that no
Subsidiary that is a CFC shall be a Guarantor hereunder.


 


“Subsidiary Guaranty”
means the Guaranty made by the Subsidiary Guarantors in favor of the Secured
Parties, substantially in the form of Exhibit G-1, together with
each other guaranty and guaranty supplement delivered pursuant to Section 6.11.


 


“Supplemental Collateral
Documents” means deeds of trust, trust deeds, deeds to secure debt,
mortgages, Security Agreement Supplements, IP Security Agreement Supplements
and other security and pledge agreements securing payment of all the
Obligations of a newly-formed or newly-acquired Subsidiary, the parent of a
newly-formed or newly-acquired subsidiary or an existing Loan Party, as the
case may be, under the Loan Documents and constituting Liens on all
newly-acquired 


 


19

















 


properties or properties and Equity Interests of newly-formed or newly-acquired
Subsidiaries pursuant to the terms of Section 6.11.


 


“Swap Contract” means (a) any
and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond
price or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


 


“Taxes” means all present or future
taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or
other charges imposed by any Governmental Authority with authority to impose
the same, including any interest, additions to tax or penalties applicable
thereto.


 


“Term Commitment” means either a
Fixed Rate Term Commitment or a Floating Rate Term Commitment.


 


“Term Facilities” means, at any
time, the Fixed Rate Term Facility and the Floating Rate Term Facility.


 


“Term Loan” or “Loan” means
an advance made by any Lender under the Fixed Rate Term Facility or the
Floating Rate Term Facility.


 


“Termination Event”
shall mean (i) a Reportable Event, (ii) the termination of a Plan, or
the filing of a notice of intent to terminate a Plan, or the treatment of a
Plan amendment as a termination under Section 4041(c) of ERISA, (iii) the
institution of proceedings to terminate a Plan under Section 4042 of ERISA
or (iv) the appointment of a trustee to administer any Plan under Section 4042
of ERISA.


 


“Total Outstandings” means the
aggregate Outstanding Amount of all Loans.


 


“Tribune”
has the meaning specified
in the Preliminary Statements hereto.


 


“Tribune Parties” has
the meaning specified in the Preliminary Statements hereto.


 


“Transaction”  means (a) the formation of the Borrower pursuant the
Formation Agreement, (b) the Newsday Asset Contribution and the
Cablevision Notes Contribution to the Borrower, (c) the entering into by
the Loan Parties and their applicable Subsidiaries of the Loan Documents and
the Related Documents to which they are a party, (d) the Distribution from
the Borrower to Newsday Inc., and (e) the payment of all fees and expenses
incurred in connection with the consummation of the foregoing.


 


“UCC” means the
Uniform Commercial Code as in effect from time to time in the State of
Delaware; provided that, if perfection or the effect of perfection or
non-perfection or the priority of any 


 


20

















 


security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of
Delaware, “UCC” means the Uniform Commercial Code as in effect from time
to time in such other jurisdiction for purposes of the provisions hereof
relating to such perfection, effect of perfection or non-perfection or
priority.


 


“United States” and “U.S.”
mean the United States of America.


 


“Unrestricted Subsidiary”
shall mean any Subsidiary designated by the Borrower as an Unrestricted
Subsidiary pursuant to Section 6.08.


 


“Working Capital
Adjustment” means the adjustment contemplated in Section 1.5 of the
Formation Agreement whereby, in the event that the Final Special Distribution
Amount (as such term is defined in the Formation Agreement) is less than the
Special Distribution Amount (as such term is defined in the Formation
Agreement), the Tribune Parties are required to pay to the Borrower the amount
of such deficiency.


 


1.02                           Other
Interpretive Provisions.  With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:


 


(a)          The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include,”
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references
in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and
Preliminary Statements, Exhibits and Schedules to, the Loan Document in which
such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


(b)         In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to
but excluding;” and the word “through” means “to and including.”


 


(c)          Section headings herein and in the other
Loan Documents are included for convenience of reference only and shall not
affect the interpretation of this Agreement or any other Loan Document.


 


21
















 


1.03         Accounting
Terms.  (a)  Generally.  All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time.


 


(b)           Changes
in GAAP.  If at any time any change
in GAAP or in the application thereof would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the
Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in
GAAP.


 


1.04         Rounding.  Any financial ratios required to be
maintained by the Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).


 


1.05         Times
of Day.  Unless otherwise specified,
all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable).


 


1.06         Currency
Equivalents Generally.  Any amount
specified in this Agreement (other than in Articles II, X and XI)
or any of the other Loan Documents to be in Dollars shall also include the
equivalent of such amount in any currency other than Dollars, such equivalent
amount thereof in the applicable currency to be determined by the
Administrative Agent at such time on the basis of the Spot Rate (as defined
below) for the purchase of such currency with Dollars.  For purposes of this Section 1.06,
the “Spot Rate” for a currency means the rate determined by the
Administrative Agent to be the rate quoted by the Person acting in such
capacity as the spot rate for the purchase by such Person of such currency with
another currency through its principal foreign exchange trading office at
approximately 11:00 a.m. on the date two Business Days prior to the date
of such determination; provided that the Administrative Agent may obtain
such spot rate from another financial institution designated by the
Administrative Agent if the Person acting in such capacity does not have as of
the date of determination a spot buying rate for any such currency.


 


ARTICLE II

THE COMMITMENTS AND LOAN


 


2.01         The
Loans.  (a)  The Fixed
Rate Term Borrowing.  Subject to
the terms and conditions set forth herein, each Fixed Rate Term Lender
severally agrees to make a  single loan to
the Borrower on the Closing Date in an amount  not
to exceed such Lender’s Fixed Rate Term Commitment.  The Fixed Rate Term Borrowing shall consist
of Fixed Rate Term Loans made simultaneously by the Fixed Rate Term Lenders in
accordance with their respective Applicable Percentage of the Fixed Rate Term
Facility.  Amounts borrowed under this Section 2.01(a) and
repaid or prepaid may not be reborrowed.


 


22

















 


(b)           The
Floating Rate Term Borrowing. 
Subject to the terms and conditions set forth herein, each Floating Rate
Term Lender severally agrees to make a  single loan to the Borrower on the Closing Date in
an amount  not to exceed such Lender’s
Floating Rate Term Commitment.  The Floating Rate Term Borrowing shall
consist of Floating Rate Term Loans made simultaneously by the Floating Rate
Term Lenders in accordance with their respective Applicable Percentage of the
Floating Rate Term Facility.  Amounts
borrowed under this Section 2.01(b) and repaid or prepaid may
not be reborrowed.


 


2.02         Borrowings.  (a)  The Fixed Rate Term Borrowing and
the Floating Rate Term Borrowing shall be made upon the Borrower’s irrevocable
notice to the Administrative Agent, which may be given by telephone. Each
notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) on the Closing Date in respect of the Fixed Rate Term Loan and (ii) three
Business Days prior to the Closing Date in respect of the Floating Rate Term
Loan.


 


(b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage under the applicable Term
Facility. Each Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative Agent’s
Office not later than one hour after receipt of notice from the Administrative
Agent on the Closing Date (as long as such notice is received prior to 1:30 p.m.
on such day). Upon satisfaction of the applicable conditions set forth in Section 4.01,
the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower.


 


(c)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for the Floating Rate Term
Loans upon determination of such interest rate.


 


2.03         Prepayments.  (a)  Optional.  (i) The Borrower may, upon notice to the
Administrative Agent, voluntarily prepay the Term Loans in whole or in part at
any time prior to the end of the 30th month following the Closing
Date, at a price of, as determined by a Quotation Agent: the sum of the present
value of the principal payment scheduled at the Maturity Date and the remaining
scheduled payments of interest thereon (not including any portion of such
payments of interest accrued to the date of prepayment and assuming, in the
case of the Floating Rate Term Loans, that from and after such date of
determination until the Maturity Date, LIBOR will remain at the same level)
discounted to the date of prepayment on a semiannual basis (assuming a 360 day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50
basis points, plus, in each case, accrued and unpaid interest to the date of
prepayment.


 


(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, one half of the stated interest rate applicable and (y) in the
case of Floating Rate Term Loans, 3%, 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, one quarter of the stated interest rate applicable
and (y) in the case of the Floating Rate Term Loans, 1.5%, 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.


 


(iii)  Notice under this Section 2.03(a) must
be received by the Administrative Agent not later than 11:00 a.m. on the
date of prepayment; and any prepayment shall be in a principal amount of 


 


23

















 


$5,000,000 or a whole multiple of $1,000,000 in
excess thereof or, if less, the entire principal amount thereof then
outstanding.  Each such notice shall
specify the date and amount of such prepayment. 
The Administrative Agent will promptly notify each Lender of its receipt
of each such notice, and of the amount of such Lender’s ratable portion of such
prepayment (based on such Lender’s Applicable Percentage).  If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Each prepayment of the Term Loans pursuant to
this Section 2.03(a) shall be applied to the Term Facilities
as directed by the Borrower and shall be paid to the Lenders under the relevant
Term Facility or Term Facilities in accordance with their respective Applicable
Percentages under such Term Facility or Term Facilities.


 


(b)           Mandatory.  (i) Subject to clause (iv) of
this Section 2.03(b), if the Borrower or any of its Restricted
Subsidiaries Disposes of any property (other than any Disposition permitted
under Section 7.05 (other than clause (d) thereof))
which results in the realization by such Person of Net Cash Proceeds or the
Borrower or any of its Restricted Subsidiaries receives any Net Cash Proceeds
of casualty insurance or condemnation awards, the Borrower shall prepay an
aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds (or
in the case of a Restricted Subsidiary that is not directly or indirectly
wholly owned by the Borrower, in such lesser amount of Net Cash Proceeds as are
actually received by the Borrower or a wholly owned Restricted Subsidiary of the
Borrower), such prepayment to occur (subject to the provisions below and to clause
(iv) of this Section 2.03(b)) within 10 Business Days
following receipt of such Net Cash Proceeds by such Person; provided, however,
that, (x) with respect to any Net Cash Proceeds realized under a
Disposition described in this Section 2.03(b)(i), at the election
of the Borrower (as notified by the Borrower to the Administrative Agent on or
prior to the date of such Disposition), and so long as no Event of Default
shall have occurred and be continuing, the Borrower or such Restricted
Subsidiary may reinvest all or any portion of such Net Cash Proceeds in
operating assets provided that, (i) within 180 days after the
receipt of such Net Cash Proceeds, the Borrower or Restricted Subsidiary, as
applicable, has reinvested the Net Cash Proceeds into operating assets or (ii) where
such Net Cash Proceeds have not been reinvested within 180 days after the
receipt of such Net Cash Proceeds, the Borrower or Restricted Subsidiary shall have
entered into a binding agreement for such reinvestment and such reinvestment
shall have been consummated within 180 days after entering into such
reinvestment agreement (as certified by the Borrower in writing to the
Administrative Agent); and (y) with respect to any Net Cash Proceeds of
casualty insurance or condemnation awards, at the election of the Borrower (as
notified by the Borrower to the Administrative Agent on or prior to the date of
receipt of such Net Cash Proceeds of casualty insurance or condemnation
awards), and so long as no Event of Default shall have occurred and be
continuing, the Borrower or such Restricted Subsidiary may apply within 180
days after the receipt of such Net Cash Proceeds to replace or repair the
equipment, fixed assets or real property in respect of which such Net Cash
Proceeds were received; and provided that any Net Cash Proceeds referred
to above in (x) or (y) to be so reinvested shall be
deposited in the Cash Collateral Account pending such reinvestment and, provided,
further, that any amount referred to above in (x) or (y) which
is not so reinvested within the time specified therein shall be applied as set
forth in clause (iv) of this Section 2.03(b).


 


(ii)           Subject to clause (iv) of this Section 2.03(b),
upon the sale or issuance by the Borrower or any of its Restricted Subsidiaries of any of its Equity Interests
(other than Excluded Issuances and any sales or issuances of Equity Interests
to another Loan Party), the Borrower shall prepay an aggregate principal amount
of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately
upon receipt thereof by the Borrower or such Restricted Subsidiary.


 


24

















 


(iii)          Subject to clause (iv) of this Section 2.03(b),
upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness not
permitted under Section 7.02, the Borrower shall prepay an
aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds
received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary.


 


(iv)          Notwithstanding anything to the contrary herein, (a) no
prepayments pursuant to this Section 2.03(b) shall be made or
required to be made prior to the third anniversary of the Closing Date, (b) prepayments
made and required to be made by the Borrower under Section 2.03(b) prior
to the fourth anniversary of the Closing Date shall not exceed an aggregate
amount of $105,000,000, and (c) prepayments made and required to be made
by the Borrower under Section 2.03(b) prior to the Maturity
Date shall not exceed an aggregate amount of $140,000,000. If the Borrower or
any of its Restricted Subsidiaries realizes any Net Cash Proceeds as
contemplated under clauses (i), (ii) or (iii) of
this Section 2.03(b), such amounts will be deposited and held in
the Cash Collateral Account and, only if as and when permitted under the
limitations set forth above in this clause (iv) of this Section 2.03(b),
shall be applied to ratably to the prepayment of the Loans or, if still so held
at the Maturity Date, either (A) be applied to the payment of the
Obligations at the Maturity Date or (B) released or returned to the
Borrower once the Obligations have been paid in full in cash and fully performed,
the Commitments and the Term Facilities have been terminated and the security
interest of the Administrative Agent, on behalf of the Lenders in all of the
Collateral has been released, or substantially concurrently therewith in
connection with a refinancing of the Term Facilities.


 


2.04         Repayment
of Loans.  The Borrower shall repay
to the Administrative Agent for the ratable account of the Lenders on the
Maturity Date, the aggregate principal amount of the Term Loans outstanding on
such date.


 


2.05         Interest.  (a)  Subject to the provisions of Section 2.05(b),
(i) the Fixed Rate Term Loan shall bear interest on the outstanding
principal amount thereof a rate per annum equal to the Applicable Rate and (ii) the
Floating Rate Term Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Margin.


 


(b)           (i) 
If any amount of principal of any Loan is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at an interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.


 


(ii)           If any amount (other than principal of any Loan) payable by the
Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, then such amount shall thereafter bear interest at an interest rate
per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.


 


(iii)          While any Event of Default exists, the Borrower shall pay interest on
the principal amount of all outstanding Obligations hereunder at an interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.


 


(iv)          Accrued and unpaid interest on past due amounts (including interest on
past due interest) shall be due and payable upon demand.


 


25

















 


(c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable
in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law.


 


2.06         Fees.
The Borrower shall pay to the Administrative Agent (a) for the account of
each Fixed Rate Term Lender in accordance with its Applicable Percentage
thereof, an upfront fee equal to 0.965% of the aggregate Fixed Rate Term
Commitments, and (b) for the account of each Floating Rate Term Lender in
accordance with its Applicable Percentage thereof, an upfront fee equal to
1.00% of the aggregate Floating Rate Term Commitments. The upfront fees
referred to in clauses (a) and (b) above shall be fully
earned, due and payable in full on the Closing Date.


 


2.07         Computation
of Interest and Fees.  All
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.09(a), bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.


 


2.08         Evidence
of Debt.  (a)  The Loans made by
each Lender shall be evidenced by one or more accounts or records maintained by
such Lender and by the Administrative Agent in the ordinary course of
business.  The accounts or records
maintained by the Administrative Agent and each Lender shall be presumptively
conclusive absent manifest error of the amount of the Loans made by the Lenders
to the Borrower and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the
Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans in addition to such accounts or records. 
Each Lender may attach schedules to its Note and endorse thereon the
date, amount and maturity of its Loans and payments with respect thereto.


 


(b)           In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error.


 


2.09         Payments
Generally; Administrative Agent’s Clawback. 
(a)  General.  All
payments to be made by the Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the
date specified herein. The Administrative Agent will promptly distribute to
each Lender its Applicable Percentage in respect of the relevant Term Facility
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office. All payments
received by the Administrative Agent after 2:00 p.m. shall be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.  If any payment
to be made by the Borrower shall come due on a day other than a Business 


 


26

















 


Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected on computing interest or fees, as the case
may be.


 


(b)           (i) 
Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of the Floating Rate
Term Borrowing (or, in the case of such Fixed Rate Term Borrowing prior to
12:00 noon on the date of such Fixed Rate Term Borrowing) that such Lender will
not make available to the Administrative Agent such Lender’s share of such
Borrowing, as applicable, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with and at the time
required by Section 2.02 and may, in reliance upon such assumption,
make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation, and (B) in the case
of a payment to be made by the Borrower, the Applicable Rate.  If the Borrower and such Lender shall pay
such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the
amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


 


(ii)           Payments
by Borrower; Presumptions by Administrative Agent. 
Unless the Administrative Agent shall have received notice from the
Borrower prior to the time at which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders, as the case may be, the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders severally agree to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender in immediately available funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.


 


A notice of the Administrative Agent to any Lender
or the Borrower with respect to any amount owing under this subsection (b) shall
be conclusive, absent manifest error.


 


(c)           Failure
to Satisfy Conditions Precedent. 
If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Borrower by the Administrative
Agent because the conditions to the Loans set forth in Article IV
are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.


 


(d)           Obligations
of Lenders Several.  The obligations of
the Lenders hereunder to make Term Loans and to make payments pursuant to Section 12.04(c) are
several and not joint.  The failure of
any Lender to make any Loan or to make any payment under Section 12.04(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such 


 


27

















 


date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or to make
its payment under Section 12.04(c).


 


(e)           Funding
Source.  Nothing herein
shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular
place or manner or to constitute a representation by any Lender that it has
obtained or will obtain the funds for any Loan in any particular place or
manner.


 


(f)            Insufficient
Funds.  If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, interest and fees then due hereunder, such
funds shall be applied toward payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties.


 


2.10         Sharing
of Payments by Lenders.  If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of (a) Obligations due and payable to such
Lender hereunder and under the other Loan Documents at such time in excess of
its ratable share (according to the proportion of (i) the amount of such
Obligations due and payable to such Lender at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lenders hereunder
and under the other Loan Documents at such time) of payments on account of the
Obligations due and payable to all Lenders hereunder and under the other Loan
Documents at such time obtained by all the Lenders at such time or (b) Obligations
owing (but  not due and payable) to such Lender hereunder and under the
other Loan Documents at such time in excess of its ratable share (according to
the proportion of (i) the amount of such Obligations owing (but not due
and payable) to such Lender at such time to (ii) the aggregate amount of
the Obligations owing (but not due and payable) to all Lenders hereunder and
under the other Loan Parties at such time) of payment on account of the
Obligations owing (but not due and payable) to all Lenders hereunder and under
the other Loan Documents at such time obtained by all of the Lenders at such
time then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of Obligations then due and payable to the Lenders or owing (but not due and
payable) to the Lenders, as the case may be, provided that:


 


(i)            if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest; and


 


(ii)           the provisions of this Section shall not be construed to apply to (A) any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or (B) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans to any assignee or participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this Section shall
apply).


 


Each Loan Party consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Loan Party
in the amount of such participation.


 


ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01         Taxes.  (a)  Payments Free of Taxes.  Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear 


 


28

















 


of and without reduction or withholding for any Indemnified Taxes or
Other Taxes, provided that if the Borrower shall be required by
applicable law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or any
Lender as the case may be, receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.


 


(b)           Payment
of Other Taxes by the Borrower. 
Without limiting the provisions of subsection (a) above,
the Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


 


(c)           Indemnification
by the Borrower.  The Borrower shall indemnify the Administrative Agent
and each Lender, within ten days after demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by the Administrative Agent or such Lender, as the case may be,
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender shall be conclusive absent manifest error.


 


(d)           Evidence
of Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(e)           Status
of Lenders.  Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Borrower is resident for tax purposes, or any treaty
to which such jurisdiction is a party, with respect to payments hereunder or
under any other Loan Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting
requirements.


 


Without limiting the generality of the foregoing, if the Borrower is
resident for tax purposes in the United States, any Foreign Lender shall
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:


 


(i)            duly completed copies of Internal Revenue
Service Form W-8BEN claiming eligibility for benefits of an income tax
treaty to which the United States is a party,


 


29

















 


(ii)           duly completed copies of Internal Revenue Service Form W-8ECI,


 


(iii)          in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under section 881(c) of the Code, (A) a
certificate to the effect that such Foreign Lender is not (1) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (2) a “10
percent shareholder” of the Borrower within the meaning of
section 881(c)(3)(B) of the Code, or (3) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (B) duly
completed copies of Internal Revenue Service Form W-8BEN, or


 


(iv)          any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed
by applicable law to permit the Borrower to determine the withholding or
deduction required to be made.


 


(f)            Treatment
of Certain Refunds.  If the Administrative Agent or any Lender
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender if
the Administrative Agent or such Lender is required to repay such refund to
such Governmental Authority. This subsection shall not be construed
to require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes that it deems confidential)
to the Borrower or any other Person.


 


3.02         Increased
Costs.  (a)  Increased Costs
Generally.  If any Change in Law
shall:


 


(i)            impose, modify or deem applicable any
reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender;


 


(ii)           subject any Lender to any tax of any kind whatsoever with respect to
this Agreement, or change the basis of taxation of payments to such Lender in respect
thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01
and the imposition of, or any change in the rate of, any Excluded Tax payable
by such Lender); or


 


(iii)          impose on any Lender any other condition, cost or expense affecting
this Agreement or Loans made by such Lender;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining
any Loan (or of maintaining its obligation to make any such Loan), or to
increase the cost to such Lender, or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of principal, interest or any
other amount) then, upon request of such Lender, the Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender for
such additional costs incurred or reduction suffered.


 


30
















 


(b)                                 Capital Requirements.  If
any Lender determines that any Change in Law affecting such Lender or any
Lending Office of such Lender or such Lender’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement, the Commitments of such
Lender or the Loans made by such Lender, to a level below that which such
Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.


 


(c)                                  Certificates for Reimbursement.  A
certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified
in subsection (a) or (b) of this Section and
delivered to the Borrower shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within ten days after receipt thereof.


 


(d)                                 Delay in Requests. 
Failure or delay on the part of any Lender to demand compensation
pursuant to the foregoing provisions of this Section shall not constitute
a waiver of such Lender’s right to demand such compensation, provided
that the Borrower shall not be required to compensate a Lender pursuant to the
foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s intention to claim compensation therefor
(except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the nine-month period referred to above shall
be extended to include the period of retroactive effect thereof).


 


3.03                           Compensation for Losses. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of any failure by the Borrower (for a reason
other than the failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan on the date or in the amount notified by the
Borrower; including any loss of anticipated profits and any loss or expense
arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained. The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing.


 


3.04                           Mitigation Obligations; Replacement of
Lenders.  (a)  Designation of a Different
Lending Office.  If any Lender
requests compensation under Section 3.03, or the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01,
then such Lender shall use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.03,
as the case may be, in the future, and (ii) in each case, would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender.  The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.


 


(b)                                 Replacement of Lenders.  If
any Lender requests compensation under Section 3.03, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental 


 


31

















 


Authority for the account of
any Lender pursuant to Section 3.01, the Borrower may replace such
Lender in accordance with Section 12.13.


 


3.05                           Survival.  All of the Borrower’s
obligations under this Article III shall survive termination of the
Aggregate Commitments and repayment of all other Obligations hereunder.


 


ARTICLE IV

CONDITIONS PRECEDENT TO LOAN


 


4.01                           Conditions
of the Loans.  The obligation of each
Lender to make the Loans hereunder is subject to satisfaction of the following
conditions precedent on the Closing Date:


 


(a)          The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, CSC Holdings or NMG Holdings, as applicable, each dated the Closing Date
(or, in the case of certificates of governmental officials, a recent date
before the Closing Date) and each in form and substance reasonably satisfactory
to the Administrative Agent and each of the Lenders:


 


(i)                                     executed counterparts of (w) this
Agreement, (x) the Subsidiary Guaranty, (y) the Parent Guaranty and (z) the
NMG Guaranty;


 


(ii)                                  a Note executed by the Borrower in favor of
each Lender requesting a Note;


 


(iii)                               a pledge and security agreement, in
substantially the form of Exhibit H (together with each other
pledge and security agreement and pledge and security agreement supplement
delivered pursuant to Section 6.11, in each case as amended, the “Security
Agreement”), duly executed by each Loan Party, together with:


 


(A)                              certificates representing the Pledged Equity referred to therein
accompanied by undated stock powers executed in blank and instruments
evidencing the Pledged Debt indorsed in blank,


 


(B)                                proper Financing Statements in form appropriate for filing under the
Uniform Commercial Code of all jurisdictions that the Administrative Agent may
reasonably request in order to perfect the Liens created under the Security
Agreement, covering the Collateral described in the Security Agreement,


 


(C)                                completed requests for information, dated on or before the date of the
Loans, listing the financing statements then effective that name the Borrower
or the Parent Guarantor as debtor,


 


(D)                               evidence of the completion of all other actions, recordings and filings
of or with respect to the Security Agreement that the Administrative Agent may
reasonably request in order to perfect the Liens created thereby, and


 


(E)                                 evidence that all other action that the
Administrative Agent may reasonably request in order to perfect the Liens
created under the Security Agreement has been taken (including receipt of duly
executed payoff letters, 


 


32

















 


UCC-3
termination statements and landlords’ and bailees’ waiver and consent
agreements);


 


(iv)                              an intellectual property security agreement,
in substantially the form of Exhibit I (together with each other
intellectual property security agreement and intellectual property security
agreement supplement delivered pursuant to Section 6.11, in each
case as amended, the “Intellectual Property Security Agreement”), duly
executed by each Loan Party, together with evidence that all action that the
Administrative Agent may reasonably request in order to perfect the Liens
created under the Intellectual Property Security Agreement has been taken;


 


(v)                                 such certificates of resolutions or other
action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party, CSC Holdings and NMG Holdings as the
Administrative Agent may reasonably require evidencing the identity, authority
and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party, CSC Holdings and NMG Holdings is a party or
is to be a party;


 


(vi)                              such documents and certifications as the
Administrative Agent may reasonably require to evidence that each Loan Party,
CSC Holdings and NMG Holdings is duly organized or formed, and that each Loan
Party, CSC Holdings and NMG Holdings is validly existing, in good standing and
qualified to engage in business in each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification, except to the extent that failure to do so would not reasonably
be expected to have a Materially Adverse Effect;


 


(vii)                           a certified copy of the LLC Agreement of the
Borrower and equivalent organization or formation documents of CSC Holdings,
NMG Holdings and each Loan Party;


 


(viii)                        a favorable opinion of Sullivan &
Cromwell LLP, counsel to the Loan Parties, CSC Holdings and NMG Holdings
addressed to the Administrative Agent and each Lender, as to the matters set
forth in Exhibit J and such other matters concerning the Loan
Parties and the Loan Documents as the Required Lenders may reasonably request;


 


(ix)                                a certificate of a Responsible Officer of
each Loan Party, CSC Holdings and NMG Holdings either (A) attaching copies
of all consents, licenses and approvals required in connection with the
consummation by such Person of the Transaction and the execution, delivery and
performance by such Person and the validity against such Person of the Loan
Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or (B) stating that no such consents,
licenses or approvals are so required;


 


(x)                                   (i) not less than 15 days prior to the
Closing Date, or such lesser period prior to the Closing Date as may be agreed
to by the Administrative Agent, the Audited Financial Statements, (ii) unaudited
financial statements of the Business for any interim quarterly periods that
have ended since the date of the most recent of such audited financial
statements at least 45 days prior to the Closing Date, and (iii) pro forma
financial statements as to the Parent Guarantor and the Borrower and its
Subsidiaries giving effect to the Transaction for the most recently completed
fiscal year and the period 


 


33

















 


commencing
with the end of the most recently completed fiscal year and ending with the
most recently completed quarter ended at least 45 days prior to the Closing
Date;


 


(xi)                                a certificate signed by a Responsible Officer
of the Borrower certifying that since March 31, 2008  there has been no Material Adverse Effect
(as defined in the Formation Agreement);


 


(xii)                             a certificate attesting to the Solvency of
the Parent Guarantor and the Borrower, taken as a whole, after giving effect to
the Transaction and the incurrence of Indebtedness related thereto), from a
senior financial officer of the Parent Guarantor;


 


(xiii)                          certified copies of each of the Related
Documents, duly executed by the parties thereto, together with all agreements,
instruments and other documents delivered in connection therewith as the
Administrative Agent shall reasonably request;


 


(xv)                            such other assurances, certificates, documents, consents or opinions as
the Administrative Agent reasonably may require.


 


Notwithstanding
anything to the contrary herein, with respect to any Collateral, the security
interest in which may not be perfected by the filing of a UCC financing
statement, if the perfection of the security interest in such Collateral may
not be accomplished on or prior to the Closing Date without undue burden or
expense after the Borrower’s use of commercially reasonable efforts to do so,
then the delivery of documents and instruments for perfection of such security
interest shall not constitute a condition precedent to the Borrowings on the
Closing Date.  To the extent that any
such security interest is not so perfected on or prior to the Closing Date,
then the Borrower agrees to deliver or cause to be delivered such documents and
instruments, and take or cause to be taken such other actions as may be
required to perfect such security interests, on or prior to the date that is 30
days after the Closing Date, or such longer period as may be reasonably
acceptable to the Administrative Agent.


 


(b)         (i) All
fees required to be paid to the Administrative Agent and the Joint Leads on or
before the Closing Date shall have been paid and (ii) all fees required to
be paid to the Lenders on or before the Closing Date shall have been paid.


 


(c)          The
Borrower shall have paid all reasonable out of pocket fees, charges and
disbursements of counsel to the Administrative Agent (directly to such counsel
if requested by the Administrative Agent) to the extent invoiced prior to or on
the 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 Borrower and the Administrative Agent).


 


(d)         The
Formation Agreement shall be in full force and effect and the acts contemplated
by the Formation Agreement shall have been consummated in accordance with the
terms of the Formation Agreement, and the Formation Agreement shall not have
been amended or modified or any condition therein waived in any respect that is
material and adverse to the interests of the Lenders without the prior written
consent of the Joint Leads.


 


(e)          The
Newsday Asset Contribution and the Cablevision Notes Contributions shall have
been made to the Borrower as equity contributions and the Distribution to be
made by the Borrower to Newsday Inc. shall not exceed $630,000,000.


 


34

















 


(f)            The
representations and warranties made by the Tribune Parties in the Formation
Agreement relating to Newsday, its Subsidiaries and their respective businesses
that are material to the interests of the Lenders shall be true and correct on
and as of the Closing Date (except where such representations and warranties
shall expressly relate to an earlier date, in which case they shall have been
true and correct as of such earlier date) unless, as a result of any failure to
be so true and correct, NMG Holdings does not have the right to terminate its
obligations under the Formation Agreement.


 


(g)         The
representations and warranties of the Borrower and each other Loan Party  contained in Article V or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct on
and as of the date of the Loans, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall
be true and correct as of such earlier date; provided that as a
condition precedent to the making of the Loans on the Closing Date, only those
of the representations and warranties in this clause (g) that are
Specified Representations shall apply. For purposes of this Section 4.01(g),
“Specified Representations” shall mean the representations and warranties set
forth in Sections 5.01, 5.02 (insofar as it relates to all
necessary corporate and other organizational action), 5.04 (except for
the last sentence thereof), 5.05 (insofar as it relates to compliance
with laws), 5.07, 5.12 and 5.18 (insofar as it relates to
perfection and priority, only with respect to property as to which a Lien can
be perfected by the filing of a UCC financing statement or the delivery of
stock certificates or debt instruments).


 


(h)         The
Administrative Agent shall have received a Request for Loan in accordance with
the requirements hereof.


 


Without
limiting the generality of the provisions of the last paragraph of Section 10.03,
for purposes of determining compliance with the conditions specified in this Section 4.01,
each 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 a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


The
Borrower and the Parent Guarantor represent and warrant as of the Closing Date
to the Administrative Agent and the Lenders that:


 


5.01                           Existence, Qualification and Power.  The
Borrower is a limited liability company or corporation duly organized, validly
existing and in good standing under the Laws of its jurisdiction of organization
and is duly qualified to transact business and is in good standing in all
jurisdictions in which such qualification is necessary in view of the
properties and assets owned and presently intended to be owned and the business
transacted and presently intended to be transacted by it except for
qualifications the lack of which, singly or in the aggregate, have not had and
would not reasonably be expected to have a Materially Adverse Effect, and each
of the Borrower and the Restricted Subsidiaries has full power, authority and
legal right to perform its obligations under this Agreement, the Notes and the
other Loan Documents to which it is a party.


 


5.02                           Subsidiaries; Affiliates; Loan Parties. Schedule 1.01 contains a
complete and correct list, as at the Closing Date, of all Subsidiaries of the
Borrower and a description of the legal nature of such Subsidiaries (including,
with respect to each Subsidiary, the address of its principal place of


 


35

















 


business
and its U.S. taxpayer identification number), the nature of the ownership
interests (shares of stock or general or limited partnership or other
interests) in such Subsidiaries and the holders of such interests and, except
as disclosed to the Lenders in writing prior to the Closing Date, the Borrower
and each of its Restricted Subsidiaries owns all of the ownership interests of
its Subsidiaries indicated in such Schedules as being owned by the Borrower or
such Restricted Subsidiary, as the case may be, free and clear of all Liens
except those created under the Collateral Documents, and all such ownership
interests are validly issued and, in the case of shares of stock, fully paid
and non-assessable.


 


5.03                           Authorization; No Contravention.  The
execution, delivery and performance by each of the Borrower and the Restricted
Subsidiaries of each Loan Document and Related Document to which it is a party,
and the Loans hereunder, have been duly authorized by all necessary corporate
or other organizational action and do not and will not:  (a) subject
to the consummation of the action described in Section 5.11 hereof,
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 Borrower’s or the
Restricted Subsidiaries’ 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 (except for the consents described
on Schedule 5.03 hereto, each of which has been duly obtained)
under, or require any payment to be made (other than (x) pursuant to the
terms of the Related Documents or (y) in the case of Contractual Obligations
that are satisfied and terminated in full on the Closing Date concurrently with
the consummation of the Transaction) under (i) any Contractual Obligation
to which the Borrower or any of the Restricted Subsidiaries 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 the Borrower or any of the Restricted Subsidiaries or their respective
properties are subject (in each case under Section 5.03(b)(i) and
(ii), 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) except as provided under any
Loan Document, result in, or require, the creation or imposition of any Lien
upon or with respect to any of the properties or assets now owned or hereafter
acquired by the Borrower or any of the Restricted Subsidiaries.


 


5.04                           Financial Statements. The Borrower has, pursuant to Section 4.01(a)(xi),
furnished to each Lender prior to the Closing Date:


 


(a)                                  the Audited Financial Statements;


 


(b)                                 the unaudited financial statements of the
Business for any interim quarterly periods that have ended since the most
recent of such Audited Financial Statements and at least 45 days prior to the
Closing Date; and


 


(c)                                  the pro forma financial statements as to the
Parent Guarantor and the Borrower and its Restricted Subsidiaries giving effect
to the Transaction for the most recently completed fiscal year and for the
period commencing with the end of such year and ending with the most recently
completed quarter ended at least 45 days prior to the Closing Date.


 


 All
financial statements referred to above in clauses (a) and (b), (i) are
complete and correct in all material respects (subject, in the case of the
unaudited financial statements referred to above, to year-end and audit
adjustments), (ii) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (iii) fairly present the financial condition of the
respective entity or groups of entities which is or are the subject of such
financial statements (as stated above), on a combined basis, as at the
respective dates of the balance sheets


 


36

















 


included
in such financial statements and the results of operations of such entity or
groups of entities for the respective periods ended on said dates.


 


The
consolidated pro forma balance sheet and the related consolidated pro forma
statements of income (each referred to above in clause (c)), certified
by the chief financial officer or treasurer of the Borrower, fairly present the
consolidated pro forma financial condition of the Parent Guarantor and the
Borrower and its Restricted Subsidiaries as at such date and the consolidated
pro forma results of operations of the Parent Guarantor and the Borrower and
its Restricted Subsidiaries for the period ended on such date, in each case
giving effect to the Transaction, all in accordance with GAAP.


 


None
of the Borrower and its Restricted Subsidiaries had on any of said dates any
material contingent liabilities, liabilities for Taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments or operations which are substantial in amount, except as referred
to or reflected or provided for in said financial statements of the Borrower
and its consolidated Restricted Subsidiaries as at said respective dates or as
disclosed to the Lenders in writing prior to the Closing Date and except as
would not, individually or in the aggregate, reasonably be expected to have a
Materially Adverse Effect.  Except as disclosed to the Lenders in writing
prior to the Closing Date, since December 30, 2007, there has been no
change in the financial condition (from that shown by the respective balance
sheets as at December 30, 2007 included in said financial statements) or
the businesses or operations of the Borrower and the Restricted Subsidiaries
taken as a whole on a  pro forma
combined basis except for changes that would not reasonably be expected to have
a Materially Adverse Effect (after giving effect to the Indebtedness
contemplated to be incurred on the Closing Date and the use of proceeds
thereof).


 


5.05                           Litigation; Compliance with Laws. 
There are no actions, suits, proceedings, claims or disputes pending, or
to the knowledge of the Borrower or any Restricted Subsidiary threatened,
against the Borrower or any Restricted Subsidiary 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 Borrower nor any
Restricted Subsidiary 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.


 


5.06                           Titles and Liens. 
Except as set forth on Schedule 5.06, each of the Borrower
and the Restricted Subsidiaries has good title to its properties and assets,
free and clear of all Liens except those permitted by Section 7.01
hereof.


 


5.07                           Regulation U; Investment Company Act. (a)  None of the proceeds of the Loans
shall be used to purchase or carry, or to reduce or retire or refinance any
credit incurred to purchase or carry, any Margin Stock or to extend credit to
others for the purpose of purchasing or carrying any Margin Stock.  If
requested by any Lender, the Borrower will furnish to the Lenders statements in
conformity with the requirements of Regulation U.


 


(b)                                 None of the Borrower, the Parent Guarantor,
NMG Holdings, or any Restricted Subsidiary of the Borrower is registered or is
required to be registered as an “investment company” under the Investment
Company Act.


 


5.08                           Taxes. Each of the Borrower and the Restricted Subsidiaries has filed all
Federal, state and other material tax returns which are required to be filed
under any law applicable thereto except such returns as to which the failure to
file, singly or in the aggregate, has not had and would not 


 


37

















 


reasonably
be expected to have a Materially Adverse Effect, and has paid, or made
provision for the payment of, all Taxes shown to be due pursuant to said
returns or pursuant to any assessment received by the Borrower or any of the
Restricted Subsidiaries, except such Taxes, if any, as are being contested in
good faith and as to which adequate reserves have been provided or as to which
the failure to pay, individually or in the aggregate, has not had and would not
reasonably be expected to have a Materially Adverse Effect.


 


5.09                           Full Disclosure.  None
of the financial statements referred to in Section 5.04 hereof,
certificates or any other written statements (other than the Information
Memorandum) delivered by or on behalf of the Borrower or any Restricted
Subsidiary to the Administrative Agent or any Lender contains, as at the
Closing Date, any untrue statement of a material fact nor do such financial
statements, certificates and such other written statements, taken as a whole,
omit to state a material fact necessary to make the statements contained
therein in light of the known conditions under which they were made not
misleading. The Information Memorandum does not contain, as at the Closing
Date, any untrue statement of a material fact nor does such Information
Memorandum, taken as a whole, omit to state a material fact necessary to make
the statements contained therein in light of the known conditions under which
they were made not misleading.


 


5.10                           No Default.  None of the Borrower nor any
Restricted Subsidiary thereof 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.


 


5.11                           Approval of Regulatory Authorities. 
Except as set forth on Schedule 5.03 hereto, 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 the Borrower or any of the Restricted Subsidiaries
of any Loan Document or Related Document to which it is a party or for the
consummation of the Transaction, (b) the grant by the Borrower or any
Restricted Subsidiary that is a Guarantor of the Liens granted by it pursuant
to the Collateral Documents, (c) the perfection or maintenance of the
Liens created under the Collateral Documents (including the first priority
nature thereof) or (d) the exercise by the Administrative Agent or any
Lender of its rights under the Loan Documents or the remedies in respect of the
Collateral pursuant to the Collateral Documents.  All approvals, consents,
filings, registrations or other actions described in Schedule 5.03
have been duly obtained, taken, given or made and are in full force and effect
(other than as set forth in Schedule 5.03).


 


5.12                           Binding Agreements. This Agreement constitutes, and each other
Loan Document when executed and delivered will constitute, the legal, valid and
binding obligations of each of the Borrower and the Restricted Subsidiaries
which is a party thereto, 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).


 


5.13                           Insurance.  The properties of the Borrower
and its Restricted Subsidiaries are insured (which insurance may be maintained
by CSC Holdings on behalf of the Borrower and its Restricted Subsidiaries) with
reputable insurance companies not Affiliates of CSC Holdings or the Borrower
(except for captive insurance companies), in such amounts with such deductibles
and covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where the
Borrower or the applicable Restricted Subsidiary operates, except to the extent
that any failure to do so would not reasonably be expected to have a Materially
Adverse Effect.


 


5.14                           ERISA Compliance. The assets and liabilities of the Business
that were 


 


38

















 


contributed
to or assumed by the Borrower pursuant to the Formation Agreement excluded the “employee
benefit plans” (as such term is defined in Section 3(3) of ERISA)
maintained by Tribune or Tribune’s ERISA Affiliates, except that (i) Tribune
agreed to continue to provide benefits under certain of its welfare benefit
plans and defined contribution plans to employees of the Business through the
end of 2008 (or a period of 180 days from closing if longer) and the Borrower
agreed to reimburse Tribune for the cost of such benefits, (ii) Borrower
assumed accrued but unpaid vacation liabilities, (iii) Borrower agreed to
accept a trust-to-trust transfer to one or more of its defined contribution
plans and (iv) Borrower assumed the applicable collective bargaining
agreements. As of the Closing Date, except that would not reasonably be
expected to have a Materially Adverse Effect, neither the Borrower nor any
ERISA Affiliate has, as a result of maintaining or terminating a Plan or
Multiemployer Plan prior to the Closing Date, (i) incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any
Plan, (ii) incurred, or reasonably expects to incur, any liability under Section 4201
or 4243 of ERISA with respect to a Multiemployer Plan, or (iii) engaged in
a transaction during the past five years that could be subject to Section 4069
or 4212(c) of ERISA.


 


5.15                           Intellectual Property.  The
Borrower and its Restricted Subsidiaries own, or possess the right to use, all
of the registered trademarks, service marks, trade names, copyrights, and
patents embodied in the Collateral that are material for the operation of their
respective businesses, (collectively, “IP Rights”), and Schedule 5.15
sets forth a complete and accurate list of all such IP Rights.  To the knowledge of the Borrower, the IP
Rights do not infringe upon any intellectual property rights held by any other
Person.  Except as set forth on Schedule
5.15, there is not now pending nor, to the knowledge of the Borrower, since
the date of the Formation Agreement, has there been threatened any action,
suit, arbitration or proceeding to contest, oppose, cancel or otherwise
challenge the validity, ownership, enforceability or use of any of the IP
Rights that remains unresolved, which, either individually or in the aggregate,
would reasonably be expected to have a Materially Adverse Effect.


 


5.16                           Solvency.  The Borrower and its Restricted
Subsidiaries, taken as a whole after giving effect to the Transaction and the
incurrence of Indebtedness related thereto, are Solvent.


 


5.17                           Casualty, Etc. 
Neither the businesses nor the properties of any of the Borrower or any
of its Restricted Subsidiaries are affected by any fire, explosion, accident,
strike, lockout or other labor dispute, drought, storm, hail, earthquake,
embargo, act of God or of the public enemy or other casualty (whether or not
covered by insurance) that, either individually or in the aggregate, would
reasonably be expected to have a Materially Adverse Effect.


 


5.18                           Collateral Documents  The
provisions of the Collateral Documents are effective to create in favor of the
Administrative Agent for the benefit of the Secured Parties a legal, valid and
enforceable first priority Lien (subject to Liens permitted by Section 7.01)
on all right, title and interest of the Borrower and the Restricted
Subsidiaries that are Guarantors in the Collateral described therein. Except
for filings completed prior to the Closing Date or as otherwise contemplated
hereby or by the Collateral Documents, no filing or other action will be
necessary to perfect such Liens.


 


5.19                           Environmental Compliance. 
Except as set forth on Schedule 5.19 and with such exceptions as,
individually or in the aggregate, would not reasonably be expected to have a
Materially Adverse Effect:


 


(i)                                     (A) the business of the Borrower and the
Restricted Subsidiaries is in compliance with all applicable Environmental
Laws; and (B) the Real Property (as used in this Section 5.19,
such term shall have the meaning specified in the Formation Agreement) is in
compliance with all applicable Environmental Laws;


 


39

















 


(ii)                                  (A) to the knowledge of the Borrower and
the Restricted Subsidiaries, there are no underground storage tanks on any of
the Real Property, and (B) no Hazardous Materials have been spilled or
released in, on or under any of the Real Property in an amount that would
trigger a reporting or remediation obligation under current Environmental Laws;


 


(iii)                               neither the Borrower nor any of the Restricted
Subsidiaries have received any written notice, order, directive, claim or
demand from any Governmental Authority with respect to any actual or potential
liability under Environmental Laws on the part of the Borrower or any
Restricted Subsidiary in connection with the business of the Borrower and the
Restricted Subsidiaries that remains outstanding;


 


(iv)                              none of the Borrower or any of the Restricted
Subsidiaries nor any of their respective predecessors is currently in any
negotiations, agreements or undertakings with any Person relating to any
cleanup of Hazardous Materials on the Real Property or otherwise relating to
the business of the Borrower and the Restricted Subsidiaries;


 


(v)                                 no Hazardous Materials generated by the
Borrower or any of the Restricted Subsidiaries in connection with the business
of the Borrower and the Restricted Subsidiaries are the subject of a written
claim or demand from any third party;


 


(vi)                              no actions or proceedings are pending or, to
the knowledge of the Borrower, threatened, to revoke, modify or terminate any
permit issued to the Borrower or any Restricted Subsidiary under Environmental
Laws; and


 


(vii)                           with respect to the business of the Borrower
and the Restricted Subsidiaries, neither the Borrower nor the Restricted Subsidiaries
are the subject of any outstanding written notice, order or Contractual
Obligation with any Governmental Authority or other Person relating to the
business of the Borrower and the Restricted Subsidiaries regarding
Environmental Laws.


 


5.20                           Other Credit Agreements.  Schedule
5.06 (Existing Liens) and Schedule 7.02 (Existing Indebtedness)
contain complete and correct lists, as at December 31, 2007, of all credit
agreements, indentures, purchase agreements, obligations in respect of letters
of credit, guarantees and other instruments presently in effect (including
Capitalized Lease Obligations) providing for, evidencing, securing or otherwise
relating to any Indebtedness of the Borrower and the Restricted Subsidiaries in
a principal or face amount equal to $1,000,000 or more and such lists correctly
set forth the names of the debtor or lessee and creditor or lessor with respect
to the Indebtedness outstanding or to be outstanding thereunder, the rate of
interest or rentals, a description of any security given or to be given
therefor, and the maturity or maturities or expiration date or dates thereof.


 


ARTICLE VI

AFFIRMATIVE COVENANTS


 


So
long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall,
and shall cause each Restricted Subsidiary to:


 


6.01                           Financial Statements; Certificates and Other
Information.  Deliver to the Administrative Agent and each
Lender, in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:


 


40
















 


(a)                                  (i) For
the fiscal quarter of the Borrower ending June 30, 2008, as soon as
available and in any event within 120 days after the end of each of such fiscal
quarter, (ii) for the fiscal quarter of the Borrower ending September 30,
2008, as soon as available and in any event within 75 days after the end of
each of such fiscal quarter, and (iii) beginning with the fiscal quarter
of the Borrower ending March 31, 2009, as soon as available and in any
event within 60 days after the end of each of the first three quarters of each
fiscal year of the Borrower: (A) consolidated statements of operations of
the Parent Guarantor, the Borrower and the Restricted Subsidiaries, taken
together, for such quarter and for the period from the beginning of such fiscal
year to the end of such quarter and (B) the related consolidated balance
sheets and consolidated cash flow statements of the Parent Guarantor, the
Borrower and the Restricted Subsidiaries, taken together, as at the end of such
quarter (which financial statements (other than statements of cash flows),
beginning with the fiscal quarter of the Borrower ending December 31,
2009, shall set forth in comparative form the corresponding figures as at the
end of and for the corresponding quarter in the preceding fiscal year) all in
reasonable detail and accompanied by (x) a certificate in the form of Exhibit D-1
hereto of a senior financial executive of the Parent Guarantor, certifying such
financial statements as fairly presenting the financial condition and results
of operations of the respective entities covered thereby in accordance with
GAAP, excluding accompanying footnotes to the consolidated financial statements
and subject, however, to year-end and audit adjustments, which certificate
shall include a statement that the senior financial executive signing the same
has no knowledge, except as specifically stated, that any Event of Default has
occurred and is continuing and (y) management’s discussion and analysis of
results of operations for the period covered thereby; provided, that for
the fiscal quarters ended June 30, 2008 and September 30, 2008, the
references to “the Borrower” in this clause (a) shall be deemed to
be references to the Business.


 


(b)                                 As soon as
available and in any event within 120 days after the end of each fiscal year of
the Borrower:  (A) consolidated audited statements of operations of
the Parent Guarantor, the Borrower and the Restricted Subsidiaries, taken
together, for such fiscal year and (B) the related consolidated balance
sheets and cash flow statements of the Parent Guarantor, the Borrower and the
Restricted Subsidiaries, taken together, as at the end of such fiscal year
(which financial statements (other than cash flow statements) shall, beginning
with the fiscal quarter of the Borrower ending December 31, 2009, set
forth in comparative form the corresponding figures as at the end of and for
the preceding fiscal year), all in reasonable detail and prepared in accordance
with GAAP and accompanied by (x) an opinion of a Registered Public Accounting
Firm of nationally recognized standing selected by the Borrower and reasonably
acceptable to the Required Lenders as to said consolidated financial statements
of the Parent Guarantor, the Borrower and the Restricted Subsidiaries and a
certificate of such accountants stating that, in making the examination
necessary for said opinion, they obtained no knowledge, except as specifically
stated, of any failure by the Parent Guarantor, the Borrower or any Restricted
Subsidiaries to perform or observe any of its covenants relating to financial
matters in this Agreement, (y) a certificate in the form of Exhibit D-2
hereto of a senior financial executive of the Borrower stating that such
financial statements are correct and complete and fairly present the financial
condition and results of operations of the respective entities covered thereby
as at the end of and for such fiscal year and that the executive signing the
same has no knowledge, except as specifically stated, that any Event of Default
has occurred and is continuing and (z) management’s discussion and
analysis of results of operations for the period covered thereby.


 


(c)                                  Promptly after
their becoming available, copies of financial statements and reports which CSC
Holdings shall have sent to the holders of notes under the CSC Holdings
Indenture or which the Parent Guarantor shall have received as a holder of the
Cablevision Notes, and to the calculation of financial ratios thereunder and
copies of all regular and periodic reports, 


 


41

















 


if
any, which the Borrower or any Restricted Subsidiary shall have filed with the
SEC, or any governmental agency substituted therefor, or with any national
securities exchange.


 


(d)                                 Beginning with
the fiscal quarter of the Borrower ending December 31, 2008, concurrently
with the delivery of the financial statements referred to in Section 6.01(a) and
(b), a Compliance Certificate from the Borrower, duly completed signed
by the chief executive officer, chief financial officer, treasurer or
controller of the Borrower.


 


(e)                                  As soon as
practicable and in any event within ten days after any senior executive of the
Borrower or any Restricted Subsidiary or of any general partner of any
Restricted Subsidiary shall have obtained knowledge of the occurrence of a
Default, a statement describing such Default and the action which is proposed
to be taken with respect thereto.


 


(f)                                    From time to
time, with reasonable promptness, such further information regarding the
business, affairs and financial condition of the Borrower or any of the
Restricted Subsidiaries or any of their respective Affiliates or other
affiliates as the Administrative Agent or any Lender, through the
Administrative Agent, may reasonably request.


 


(g)                                 Concurrently
with the delivery of the financial statements referred to in Section 6.01(a) and
(b), a list of any new, or redesignation with respect to, Restricted
Subsidiaries and Unrestricted Subsidiaries.


 


Documents
required to be delivered pursuant to Section 6.01(a), (b) or
(c) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower, CSC Holdings or Cablevision posts such documents, or provides a
link thereto on the website on the Internet at the website address listed on Schedule 12.02;
or (ii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that:  (A) the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (B) the Borrower shall notify the
Administrative Agent, each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such
documents.  Notwithstanding anything contained herein, in every instance
the Borrower shall be required to provide paper copies of the Compliance
Certificate required by Section 6.01(d) to the Administrative
Agent.  Except for such Compliance Certificates, the Administrative Agent
shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.


 


The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Joint Lead Arrangers will make available to the Lenders materials and/or
information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “Platform”) and (b) certain of the
Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrower or its
securities) (each, a “Public Lender”).  The Borrower hereby agrees
that it will use commercially reasonable efforts to identify that portion of
the Borrower Materials not otherwise publicly filed with the SEC that may be
distributed to the Public Lenders and that (w) all such Borrower Materials
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the 


 


42

















 


word
“PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent, the Joint Lead Arrangers and Lenders to
treat such Borrower Materials as not containing any material non-public
information (although it may be sensitive and proprietary) with respect to the
Borrower or its securities for purposes of United States Federal and state
securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted
to be made available through a portion of the Platform designated “Public
Investor”; and (z) the Administrative Agent and the Joint Lead Arrangers
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public
Investor.”


 


6.02                           Taxes and Claims. 
Each of the Borrower and the Restricted Subsidiaries will pay and
discharge all Taxes imposed upon it or upon its income or profits, or upon any
properties or assets belonging to it and all other lawful claims which, if
unpaid, could be reasonably expected to become a Lien (other than Liens
permitted pursuant to Section 7.01) upon the property of the
Borrower or any of the Restricted Subsidiaries, provided that none of
the Borrower or the Restricted Subsidiaries shall be required to pay any such
Tax, fee or other claim as to which the Borrower or the Restricted Subsidiaries
have a good faith basis to believe is not due and owing and, to the extent then
appropriate, the payment thereof is being contested in good faith and by proper
proceedings, provided that it maintains adequate reserves in accordance with
GAAP with respect thereto.


 


6.03                           Insurance. Each of the Borrower and the Restricted Subsidiaries
(or CSC Holdings on behalf of the Borrower and the Restricted Subsidiaries)
will maintain insurance issued by financially sound and reputable insurance
companies with respect to its properties and business in such amounts and
against such risks as is usually carried by owners of similar businesses and
properties in the same general areas in which the Borrower or such Restricted
Subsidiary operates.  The Borrower will furnish to any Lender, upon the
request of such Lender from time to time, full information as to the insurance
maintained in accordance with this Section 6.03.


 


6.04                           Maintenance of Existence; Conduct of
Business.  Each of the Borrower and the Restricted
Subsidiaries will preserve, renew and maintain in full force and effect its
legal existence and good standing under the Laws of the jurisdiction of its
organization, and all of its rights, privileges, licenses and franchises,
except (i) where a failure to do so, individually or in the aggregate,
would not be reasonably expected to have a Materially Adverse Effect or (ii) pursuant
to a Permitted Restricted Subsidiary Transaction.


 


6.05                           Maintenance of and Access to Properties. Each of the Borrower and the Restricted
Subsidiaries will maintain, preserve and protect its properties and assets
necessary in its business in good working order and condition, ordinary wear
and tear excepted and except where a failure to do so, individually or in the
aggregate, would not be reasonably expected to have a Materially Adverse
Effect, and will permit representatives of the respective Lenders to visit and
inspect such properties, and to examine and make extracts from its books and
records, during normal business hours.


 


6.06                           Compliance with Laws. 
Each of the Borrower and the Restricted Subsidiaries will comply with
the requirements of all applicable Laws (including but not limited to
Environmental Laws) and all orders, writs, injunctions and decrees of any
Governmental Authority, a breach of which Laws, orders, writs, injunctions or
decrees would be reasonably expected to have, individually or in the aggregate,
a Materially Adverse Effect, except where contested in good faith and by proper
proceedings if it maintains adequate reserves in accordance with GAAP with
respect thereto.


 


43

















 


6.07                           Litigation. Each of the Borrower and the Restricted Subsidiaries
will promptly give to the Administrative Agent notice in writing (and the
Administrative Agent will notify each Lender) of all actions, suits,
proceedings, claims or disputes before any courts, arbitrators or Governmental
Authority against it or, to its knowledge, otherwise affecting it or any of its
respective properties or assets, except actions, suits, proceedings, claims or
disputes which would not be reasonably expected to, individually or in the aggregate,
have a Materially Adverse Effect.  Following the initial notice of each
such action, suit, proceeding, claim or dispute, supplementary notices of all
material developments in respect thereof shall be given from time to time in
like manner.  The parties hereby acknowledge that the prompt notice
required by this Section 6.07 shall be satisfied by public
reporting of such actions, suits, proceedings, claims or disputes by the
Borrower, CSC Holdings or Cablevision with the SEC in a filing made pursuant to
Securities Laws.


 


6.08                           Subsidiaries. The Borrower may, at any time,
designate any Subsidiary that is acquired or created after the Closing Date as
an Unrestricted Subsidiary by prior written notice to the Administrative Agent;
provided that the Borrower shall only be permitted to so designate a
newly formed or acquired Subsidiary as an Unrestricted Subsidiary after the
Closing Date so long as (a) no Default or Event of Default exists or would
result therefrom, (b) such Subsidiary does not own any capital stock or
Indebtedness of, or own or hold a Lien on any property of CSC Holdings, NMG
Holdings, the Parent Guarantor, the Borrower or any other Restricted Subsidiary
of the Borrower that is not a subsidiary of the Subsidiary to be so designated,
and (c) such Unrestricted Subsidiary shall be capitalized (to the extent
capitalized by the Borrower or any of its Subsidiaries) through Investments
permitted by, and in compliance with, Section 7.03(h) with any
assets owned by such Unrestricted Subsidiary at the time of the initial
designation thereof to be treated as Investments pursuant to Section 7.03(h);
provided that at the time of the initial Investment, the Borrower shall
designate such entity as an Unrestricted Subsidiary in a written notice to the
Administrative Agent. The Borrower may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary
Redesignation”); provided that (i) such Unrestricted
Subsidiary, both before and after giving effect to such designation, shall be a
wholly owned Subsidiary of the Borrower, (ii) no Default or Event of
Default then exists or would occur as a consequence of any such Subsidiary
Redesignation, (iii) based on good faith projections prepared by the
Borrower for the period from the date of the respective Subsidiary
Redesignation to the date that is one year thereafter, the Consolidated
Interest Coverage Ratio shall be better than or equal to such level as would be
required to provide that no Event of Default would exist under Section 7.10
through the date that is one year from the date of the respective Subsidiary
Redesignation, (iv) all representations and warranties contained herein
and in the other Loan Documents shall be true and correct in all material
respects with the same effect as though such representations and warranties had
been made on and as of the date of such Subsidiary Redesignation (both before
and after giving effect thereto), unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date, (v) the Borrower
shall have delivered to the Administrative Agent an officer’s certificate
executed by a Responsible Officer, certifying to the best of such officer’s
knowledge, compliance with the requirements of preceding clauses (i) through
(iv), inclusive, and containing the calculations required by the
preceding clause (iii), and (vi) any Unrestricted Subsidiary
subject to a Subsidiary Redesignation or any Subsidiary formed or acquired as a
Restricted Subsidiary may not thereafter be designated as an Unrestricted
Subsidiary. Notwithstanding anything to the contrary herein, as of the Closing
Date, all subsidiaries of the Borrower shall be deemed to be Restricted
Subsidiaries.


 


6.09                           Books and Records.  (a) Maintain
proper books of record and account, in which entries that are full, true and
correct in all material respects and are in conformity with GAAP consistently
applied shall be made of all material financial transactions and material
matters involving the assets and business of the Borrower or such Restricted
Subsidiary, as the case may be; and (b) except to the extent failure to do
so would not reasonably be expected to have a Materially Adverse Effect,
maintain such 


 


44

















 


books of record and account in conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over
the Borrower or such Subsidiary, as the case may be.


 


6.10                           Use of Proceeds. 
Use the proceeds of the Loans (i) to finance the Transaction,
including the Distribution, (ii) for general corporate purposes not in
contravention of any Law or of any Loan Document, (iii) to fund the
Working Capital Adjustment in an amount up to $10,000,000; provided
that, to the extent the full $10,000,000 is not used to fund such Working
Capital Adjustment, any difference between the amount so utilized and the
$10,000,000 limit may be used for any purpose including Restricted Payments
pursuant to Section 7.06, and (iv) to pay fees and expenses
incurred in connection with the Transaction.


 


6.11                           Covenant to Guarantee Obligations and
Give Security.  Upon (x) the formation or acquisition of
any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted
Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a
CFC) by any Loan Party or (y) the acquisition of any property by any Loan
Party if such property, in the reasonable judgment of the Administrative Agent,
shall not already be subject to a perfected first priority security interest in
favor of the Administrative Agent for the benefit of the Secured Parties, then
the Borrower shall, at the Borrower’s expense:


 


(a)                                  within
30 days (or such longer period as the Administrative Agent may agree in
its reasonable discretion) after such formation or acquisition, cause such
Subsidiary (if it has not already done so), to duly execute and deliver to the
Administrative Agent a guaranty or guaranty supplement, in form and substance
reasonably satisfactory to the Administrative Agent, guaranteeing the Borrower’s
obligations under the Loan Documents,


 


(b)                                 within 30 days
(or such longer period as the Administrative Agent may agree in its reasonable
discretion) after such formation or acquisition, furnish to the Administrative
Agent a description of the real and personal properties of such Subsidiary or
such newly-acquired property, in detail reasonably satisfactory to the
Administrative Agent,


 


(c)                                  within 45 days
(or such longer period as the Administrative Agent may agree in its reasonable
discretion) after such formation or acquisition, cause such Subsidiary (if it
has not already done so) to duly execute and deliver to the Administrative
Agent Supplemental Collateral Documents, as specified by and in form and
substance reasonably satisfactory to the Administrative Agent (or in
substantially the form attached to the Security Agreement, if applicable)
(including delivery of all Pledged Interests in and of such Subsidiary, and
other instruments of the type specified in Section 4.01(a)(iii)),


 


(d)                                 within 60 days
(or such longer period as the Administrative Agent may agree in its reasonable
discretion) after such formation or acquisition, cause such Subsidiary (if it
has not already done so) to take any actions required under the Security
Agreement (including the recording of mortgages, the filing of UCC financing
statements, the giving of notices and the endorsement of notices on title
documents) may be reasonably requested by the Administrative Agent to vest in
the Administrative Agent (or in any representative of the Administrative Agent
designated by it) valid and subsisting Liens on the properties subject to the
Supplemental Collateral Documents delivered pursuant to this Section 6.11,
and


 


(e)                                  as promptly as
practicable after such formation or acquisition in the case of any Material
Real Property, deliver, upon the request of the Administrative Agent in its
reasonable discretion, to the Administrative Agent the items specified on Exhibit D
to the Security Agreement.


 


45

















 


6.12                           Further Assurances and Post-Closing
Covenant.  (A) Promptly upon written request of the
Administrative Agent, (a) correct any material defect or error that may be
discovered in any Loan Document or in the execution, acknowledgment, filing or
recordation thereof, and (b) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further
acts, deeds, certificates, assurances and other instruments as the
Administrative Agent may reasonably require from time to time in order to (i) comply
with the Loan Documents, (ii) to the fullest extent permitted by
applicable Law, subject any of the Collateral covered by any of the Collateral
Documents to the Liens in favor of the Administrative Agent for the benefit of
the Lenders, and (iii) perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and any of the Liens created
thereunder. (B)(i) Within 90 days after the Closing Date (unless extended
by up to an additional 30 days by the Administrative Agent in its sole
discretion), the Borrower and the Parent Guarantor shall have duly completed
the publication requirements pursuant to Article 8 of the New York Limited
Liability Company Law and shall have delivered to the Administrative Agent such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each of the Borrower and the Parent Guarantor has completed
such publication requirements and otherwise is qualified to engage in business
in the State of New York, and (ii) within 90 days after the Closing Date
(unless extended by up to an additional 30 days by the Administrative Agent in
its sole discretion), the Administrative Agent shall receive any Deposit
Account Control Agreement and Securities Account Control Agreement with respect
to Account Collateral and Security Collateral maintained by the Borrower or the
Parent Guarantor as of the Closing Date, in each case as required by the
Security Agreement, duly executed by the appropriate parties and in form and
substance reasonably satisfactory to the Administrative Agent.


 


ARTICLE VII

NEGATIVE COVENANTS


 


So
long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall
not, nor shall it permit any Restricted Subsidiary to, directly or indirectly:


 


7.01                           Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, or sign or file or suffer to
exist under the Uniform Commercial Code of any jurisdiction a financing
statement that names the Borrower or any of its Restricted Subsidiaries as
debtor, or assign any accounts or other right to receive income, other than the
following:


 


(a)                                  Liens pursuant
to any Loan Document;


 


(b)                                 Liens securing
indebtedness permitted under Section 7.02(h) and Liens
existing on the Closing Date and listed on Schedule 5.06 and any
renewals or extensions thereof, provided that (i) the property (or,
so long as the value of the subject property is not materially increased, type
of property) covered thereby is not changed, (ii) the amount secured or benefited
thereby is not increased except as contemplated by clause (e) of Section 7.02,
(iii) the direct or any contingent obligor with respect thereto is not
changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by clause (e) of Section 7.02;


 


(c)                                  Liens for taxes
not yet subject to penalties for non-payment or which are being contested in
good faith and by appropriate proceedings;


 


(d)                                 Liens imposed
by Law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s
or other like Liens arising in the ordinary course of business;


 


46

















 


(e)                                  pledges or
deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by ERISA;


 


(f)                                    deposits to
secure the performance of bids, tenders, trade contracts and leases (other than
Indebtedness), public or statutory obligations, surety and appeal bonds,
contested taxes or import duties, or for the payment of rent, and other
obligations of a like nature incurred in the ordinary course of business;


 


(g)                                 easements,
rights-of-way, restrictions, survey exceptions, reservations, rights of others
for rights of way, sewers, electric lines, telegraph and telephone lines,
zoning and other restrictions and other similar encumbrances affecting real
property or liens incidental to the conduct of the business of the Borrower or
any Restricted Subsidiary or to the ownership of its properties (i) incurred
in the ordinary course of business, (ii) not incurred in connection with
Indebtedness or other extension of credit, and (iii) which, in the
aggregate, do not materially detract from the value of the property subject
thereto or materially impair its use in the operation of the business of the
applicable Person;


 


(h)                                 Liens securing
judgments or awards for the payment of money not constituting an Event of
Default under Section 9.01(g);


 


(i)                                     Liens securing
Indebtedness permitted under Section 7.02(g); to the extent such
liens attach only to the property acquired with or subject to such
Indebtedness;


 


(j)                                     shared Liens on
Collateral having a priority equal to or less than the priority granted under
the Loan Documents or securing Indebtedness incurred under a revolving credit
facility; provided that the Administrative Agent shall be a party to an
intercreditor agreement pertaining to collateral sharing issues containing
terms equivalent to those in effect in the then current market, as reasonably
determined by the Administrative Agent) (collectively, “Permitted Senior
Indebtedness”);


 


(k)                                  Liens existing
on property or assets prior to the acquisition thereof and not incurred in
contemplation of the acquisition, by the Borrower or any Restricted Subsidiary
pursuant to Investments permitted under the provisions of Section 7.03
if such Lien does not extend to any other assets or property of the Borrower or
any Restricted Subsidiary;


 


(l)                                     Liens on cash,
Cash Equivalents, and other funds or securities on deposit or maintained with a
depository institution, broker-dealer, securities or commodities broker or
other financial intermediary, in each case arising in the ordinary course of
business by operation of applicable Law;


 


(m)                               Liens
consisting of purchase money security interests, reclamation rights and similar
statutory rights arising by operation of applicable Law in favor of the seller
of goods to the Borrower or any Restricted Subsidiary so long as such Liens
secure only the purchase price of and apply only to the goods or other property
sold;


 


(n)                                 Liens on
property securing Indebtedness permitted under Section 7.02(c);


 


(o)                                 Liens in favor
of issuers of performance bonds issued pursuant to the request of and for the
account of the Borrower or any Restricted Subsidiary in the ordinary course of
business; provided that such Liens do not extend to a material portion of the
Collateral;


 


47

















 


(p)                                 licenses of
Intellectual Property Collateral (as defined in the Security Agreement) in the
ordinary course of business, sublicenses of licenses for Patents, Trademarks,
Trade Secrets and Copyrights (each as defined in the Security Agreement) in the
ordinary course of business and any restrictions on assignability and
transferability and/or on use of Patents, Trademarks, Trade Secrets and
Copyrights contained in any licenses therefor in the ordinary course of
business; and


 


(q)                                 Liens (i) created
in the ordinary course of business and customary in the relevant industry or (ii) not
otherwise permitted by this Section 7.01, so long as the aggregate
outstanding principal amount of the obligations secured by (i) and (ii) above
does not exceed (as to the Borrower and all Restricted Subsidiaries)
$10,000,000 at any one time outstanding.


 


7.02                           Indebtedness. 
Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)                                  Permitted
Subordinated Indebtedness for borrowed money, not having amortization nor
maturing prior to 91 days after the Maturity Date, and in a principal amount
aggregating at any one time not more than $100,000,000 to be used for
Investments permitted under Section 7.03(g);


 


(b)                                 Permitted
Senior Indebtedness in an aggregate amount not to exceed $50,000,000 at any
time;


 


(c)                                  Indebtedness of
a Subsidiary of the Borrower owed to the Borrower or a Restricted Subsidiary of
the Borrower, which Indebtedness shall (i) in the case of Indebtedness
owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, (ii) if
owed to a Restricted Subsidiary that is not a Guarantor, be on the same
subordination terms as those contained in the Subsidiary Guaranty and (iii) if
owed to the Borrower or a Restricted Subsidiary, be otherwise permitted under
the provisions of Section 7.03;


 


(d)                                 Indebtedness
under the Loan Documents;


 


(e)                                  Indebtedness
outstanding on the Closing Date and listed on Schedule 7.02 in an
aggregate amount not to exceed $2,500,000 at any time outstanding, and any
refinancings, refundings, renewals or extensions thereof; provided that
the direct or any contingent obligor with respect thereto is not changed, as a
result of or in connection with such refinancing, refunding, renewal or
extension;


 


(f)                                    Guarantees of
the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise
permitted hereunder of the Borrower or any other Restricted Subsidiary;


 


(g)                                 Indebtedness in
respect of Capitalized Lease Obligations and purchase money obligations for
fixed or capital assets; provided, however, that the aggregate
amount of all such Indebtedness at any one time outstanding shall not exceed
$10,000,000;


 


(h)                                 Indebtedness of
any Person that becomes a Subsidiary of the Borrower after the Closing Date,
which Indebtedness, in the case of a Restricted Subsidiary, is existing at the
time such Person becomes a Restricted Subsidiary of the Borrower (other than
Indebtedness incurred solely in contemplation of such Person’s becoming a
Restricted Subsidiary of the Borrower), and any refinancings, refundings,
renewals or extensions thereof; provided that the amount of such
Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees 


 


48

















 


and
expenses reasonably incurred, in connection with such refinancing and by an
amount equal to any existing commitments unutilized thereunder and the direct
or any contingent obligor with respect thereto is not changed, as a result of
or in connection with such refinancing, refunding, renewal or extension;and provided,
still  further, that the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and
other material terms taken as a whole, of any such refinancing, refunding,
renewing or extending Indebtedness, and of any agreement entered into and of
any instrument issued in connection therewith, are no less favorable in any
material respect to the Subsidiaries that are obligors thereunder, or to the
Lenders, than the terms of any agreement or instrument governing the
Indebtedness being refinanced, refunded, renewed or extended and the interest
rate applicable to any such refinancing, refunding, renewing or extending
Indebtedness does not exceed the then applicable market interest rate;


 


(i)                                     Indebtedness
under or reimbursement obligations in respect of letters of credit and bankers
acceptances issued for performance, surety, appeal or indemnity bonds or in
respect of workers compensation or other statutory obligations incurred in the
ordinary course of business;


 


(j)                                     Indebtedness
arising from  netting services, overdraft
protection, cash management services, AHC services, endorsements or instruments
and other items for deposit in the ordinary course of business;


 


(k)                                  Indebtedness
permitted under the provisions of Section 7.03;


 


(l)                                     trade payables
and other liabilities (including claims for labor, materials and supplies)
accrued or incurred in the ordinary course of business other than through the
borrowing of money;


 


(m)                               accruals,
claims or amounts not yet delinquent under employment or consulting agreements,
for wages, health, vacation and other benefits, or in respect of benefit plans
or programs, including accrued expenses, pension liabilities, deferred
compensation, bonus plans, option plans, medical, dental, health and other
plans providing benefits to employees;


 


(n)                                 judgments or
awards for the payment of money not constituting an Event of Default under Section 9.01(g);


 


(o)                                 amounts due on
delinquent accounts payable which are being contested in good faith if adequate
reserves with respect thereto are maintained on the books of the applicable
Person;


 


(p)                                 Indebtedness
incurred as consideration for any acquisition permitted hereunder and
consisting solely of a deferred or contingent obligation to deliver Equity
Interests in the Parent Guarantor or any direct or indirect parent of the
Parent Guarantor or any Guarantee by the Borrower of any obligation to the
extent such obligation can be satisfied (at the option of the Borrower) by the
delivery of Equity Interests in the Parent Guarantor or any direct or indirect
parent of the Parent Guarantor;


 


(q)                                 obligations
under or in respect of interest rate Swap Contracts entered into by such Person
in the ordinary course of business not for speculative purposes; and


 


49
















 


(r)                                    obligations under contracts providing for the
acquisition of or provision of goods or services (including leases or licenses
of property) incurred in the ordinary course of business for which the Borrower
or any of its Restricted Subsidiaries may be jointly and severally liable with
other Subsidiaries of the Borrower as to which costs are allocated (as among
the Borrower and its Subsidiaries) based on cost, usage or other reasonable
method of allocation; provided that the undertaking of such liabilities
are not intended as a guaranty or other credit support of such obligations.


 


7.03                           Investments.  Make or hold any Investments, except:


 


(a)                                  Investments by the Borrower and its
Subsidiaries in the form of Cash Equivalents or short term marketable securities.


 


(b)                                 advances to officers, directors and employees
of the Borrower and Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel,
entertainment, relocation and analogous ordinary business purposes;


 


(c)                                  (i) Investments by the Borrower and its
Subsidiaries in their respective Subsidiaries outstanding on the Closing Date, (ii) additional
Investments by the Borrower and its Subsidiaries in Loan Parties, and (iii) additional
Investments by Subsidiaries of the Borrower that are not Loan Parties in other
Subsidiaries that are not Loan Parties;


 


(d)                                 Investments consisting of extensions of
credit in the nature of accounts receivable or notes receivable arising from
the grant of trade credit in the ordinary course of business, and Investments
received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;


 


(e)                                  Guarantees permitted by Section 7.02;


 


(f)                                    Investments existing on the Closing Date
(other than those referred to in Section 7.03(c)(i)) and set forth
on Schedule 5.08;


 


(g)                                 the purchase or other acquisition of all of
the Equity Interests in, or all or substantially all of the property of, any
Person that, upon the consummation thereof, will be a Restricted Subsidiary
wholly-owned directly by the Borrower or one or more of its wholly-owned
Restricted Subsidiaries (including as a result of a merger or consolidation); provided
that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g):


 


                                                (i)                                     any
such newly-created or acquired Subsidiary shall be a Restricted Subsidiary and
shall comply with the requirements of Section 6.11;


 


                                                (ii)                                  the
lines of business of the Person to be (or the property which is to be) so
purchased or otherwise acquired shall be substantially the same lines of
business or reasonable extensions thereof as one or more of the principal
businesses of the Borrower and its Subsidiaries in the ordinary course;


 


                                                (iii)                               such
purchase or other acquisition shall not include or result in any contingent
liabilities that would reasonably be expected to be material to the business,
financial condition, operations or prospects of the Borrower and its
Subsidiaries, taken as a whole (as determined in good faith by the board of
directors (or the persons performing 


 


50

















 


similar
functions) of the Borrower or such Subsidiary if the board of directors is
otherwise approving such transaction and, in each other case, by a Responsible
Officer);


 


                                                (iv)                              (A) immediately
before and immediately after giving pro forma effect to any such purchase or
other acquisition, no Default shall have occurred and be continuing and (B) immediately
after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries
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 purchase or other acquisition had been
consummated as of the first day of the fiscal period covered thereby; and


 


                                                (v)                                 the
Borrower shall have delivered to the Administrative Agent and each Lender, at
least five Business Days prior to the date on which any such purchase or other
acquisition is to be consummated, a certificate of a Responsible Officer, in
form and substance reasonably satisfactory to the Administrative Agent and the
Required Lenders, certifying that all of the requirements set forth in this clause
(g) have been satisfied or will be satisfied on or prior to the
consummation of such purchase or other acquisition;


 


(h)                                 Investments by the Borrower and its Restricted
Subsidiaries not otherwise permitted under this Section 7.03 in an
aggregate amount not to exceed $40,000,000 at any time outstanding; provided that, with respect to each Investment made pursuant to this Section 7.03(h):


 


                                                (i)                                     any
determination of the amount of such Investment shall include all cash
consideration plus assumptions of debt, liabilities and other obligations in
connection therewith) paid or assumed by the Borrower and its Restricted Subsidiaries in connection with
such Investment; and


 


                                                (ii)                                  (A) immediately
before and immediately after giving pro forma effect to any such purchase or
other acquisition, no Default shall have occurred and be continuing and (B) immediately
after giving effect to such purchase or other acquisition, the Borrower and its
Subsidiaries 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 Investment had been consummated as of the first
day of the fiscal period covered thereby; and


 


(i)                                     Investments made
out of the Available Amount less any amount of Restricted Payments made
pursuant to Section 7.06(e), so long as (A) immediately before
and after giving effect to any such Investment, no Default shall have occurred
and be continuing, (B) immediately after giving pro forma effect to such
Investment, the Borrower and its Subsidiaries 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 Investment had been consummated as of the first day of the fiscal
period covered thereby, and (C) the Borrower shall have $25,000,000
of unrestricted cash available.


 


7.04                           Fundamental
Changes.  Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that, so long as no Event of Default exists or would result therefrom:


 


51

















 


(a)                                  any Restricted Subsidiary may merge with (i) the
Borrower, provided that the Borrower shall be the continuing or
surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided
that when any wholly-owned Subsidiary
is merging with another Subsidiary, such wholly-owned Subsidiary shall be the continuing or surviving Person;


 


(b)                                 any Loan Party (other than the Borrower) may
Dispose of all or substantially all of its assets (upon voluntary liquidation
or otherwise) to the Borrower or to another Loan Party;


 


(c)                                  any Restricted Subsidiary that is not a Loan
Party may dispose of all or substantially all its assets (upon voluntary
liquidation or otherwise) to (i) another Restricted Subsidiary that is not
a Loan Party or (ii) to a Loan Party;


 


(d)                                 the Borrower and its Subsidiaries may
consummate the Transaction;


 


(e)                                  in connection
with any acquisition permitted under Section 7.03, any Subsidiary
of the Borrower may merge into or consolidate with any other Person or permit
any other Person to merge into or consolidate with it; provided that (i) in
the case of a merger to which a wholly owned Subsidiary of the Borrower is a
party, the Person surviving such merger shall be a wholly owned Subsidiary of
the Borrower and (ii) in the case of any merger to which any Loan Party
(other than the Borrower) is a party, a Loan Party is the surviving Person; and


 


(f)                                    any of the
Borrower’s Subsidiaries may
merge into or consolidate with any other Person or permit any other Person to
merge into or consolidate with it; provided, however, that in the
case of any such merger to which any Loan Party (other than the Borrower) is a
party, a Loan Party is the surviving Person.


 


7.05                           Dispositions.  Make any Disposition or enter into any
agreement to make any Disposition, except:


 


(a)                                  Dispositions of equipment or real property to
the extent that (i) such property is exchanged for credit against the
purchase price of similar replacement property or (ii) the proceeds of
such Disposition are reasonably promptly applied to the purchase price of such
replacement property or (iii) such property is no longer used or useful in
the ordinary course of business;


 


(b)                                 Dispositions of property by any Subsidiary to
the Borrower or to a wholly-owned Subsidiary; provided that if the
transferor of such property is a Restricted Subsidiary, the transferee thereof
must either be the Borrower or a Restricted Subsidiary; provided, further
that if the transferor is a Guarantor, the transferee must be either the
Borrower or a Guarantor;


 


(c)                                  Dispositions permitted by Section 7.04;


 


(d)                                 Dispositions not otherwise permitted under clauses
(a), (b) or (c) above, provided that (i) no
Event of Default has occurred or would result therefrom, and (ii) the
purchase price of the asset being Disposed of is payable in not less than 75%
cash; provided, however, that any Disposition pursuant to Section 7.05(d) shall
be for the fair market value of such asset;


 


(e)                                  Dispositions of property, whether now owned
or hereafter acquired, that is obsolete, worn out, damaged, surplus or
otherwise no longer used or useful in the ordinary course of business;


 


52

















 


(f)                                    Dispositions of Cash Equivalents, inventory
or other current assets in the ordinary course of business;


 


(g)                                 sales or other Dispositions without recourse
and in the ordinary course of business of overdue or disputed accounts
receivable in connection with the compromise or collection thereof;


 


(h)                                 the licensing or sublicensing of intellectual
property rights and other transfers of copyrighted material in the ordinary
course of business; and


 


(i)                                     the settlement of tort or other litigation claims, provided that if any
such settled claim shall have a value or potential claim in excess of
$5,000,000, the board of directors or similar governing entity of the Borrower
determines it to be fair and reasonable in light of the circumstances;


 


and provided, further, that no
Disposition will be permitted of any of the following assets: (A) Newsday or its related website www.newsday.com, and (B) the
Cablevision Notes except to the extent permitted under Section 7.18.


 


7.06                           Restricted
Payments.  Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that, so long as no Default shall have occurred and
be continuing at the time of any action described below or would result
therefrom:


 


(a)                                  the Borrower may pay management fees or enter
into or permit to exist any agreement or arrangement for the payment of
management fees, so long as such fees are expressly subordinated to the Term
Facility and so long as such management fees 
do not, in the aggregate, exceed $15,000,000 in any calendar year;


 


(b)                                 the Borrower may pay guarantee fees pursuant
to guarantees permitted under Section 7.02(f), or enter into or
permit to exist any agreement or arrangement for the payment of guarantee fees,
so long as such fees are expressly subordinated to the Term Facility and so long
as such guarantee fees do not, in the aggregate, exceed $1,000,000 at any time;


 


(c)                                  the Borrower may make Restricted Payments to
allow Newsday Holdings LLC to pay taxes in an aggregate amount not to exceed
the amount the Borrower would be obligated to pay if such Borrower were not a
pass-through entity and were a taxpayer entity;


 


(d)                                 the Borrower may make the Distribution;


 


(e)                                  so long as
immediately after giving pro forma effect to such Restricted Payment, (A) 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, and (B) the
Borrower shall have $25,000,000 of unrestricted cash available, the Borrower
may make Restricted Payments from the Available Amount, less any Investments
made pursuant to Section 7.03(i); and


 


(f)                                    the Borrower may make Restricted Payments in
an amount not to exceed $10,000,000 less any payments made pursuant to the
Working Capital Adjustment.


 


53

















 


7.07                           Change
in Nature of Business.  Engage in any
material line of business substantially different from those lines of business
conducted by the Borrower and its Restricted Subsidiaries on the Closing Date
or any business substantially related or incidental thereto, other than
reasonable extensions thereof.


 


7.08                           Transactions
with Affiliates.  The Borrower shall
not, and shall not permit any of its Restricted Subsidiaries to sell, lease,
transfer or otherwise dispose of any of its properties or assets to or purchase
any property or assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, an
Affiliate of the Borrower that is not CSC Holdings or a CSC Holdings Restricted
Subsidiary, having a value, or for consideration having a value, in excess of
$10,000,000 individually or in the aggregate unless the board of directors (or
the persons duly authorized to perform similar functions) of the Borrower or
such Restricted Subsidiary shall make a good faith determination that the terms
of such transaction are, taken as a whole, no less favorable to the Borrower or
such Restricted Subsidiary, as the case may be, than those which might be
available in a comparable transaction with an unrelated Person. For purposes of
clarification, this Section 7.08 shall not apply to any Restricted
Payment permitted by Section 7.06.


 


7.09                           Payment
Restrictions Affecting Subsidiaries. 
Enter into or permit to exist any Contractual Obligation (other than
this Agreement or any other Loan Document) that (a) limits the ability (i) of
any Restricted Subsidiary to make Restricted Payments to the Borrower or any
Guarantor or to otherwise transfer property to or invest in the Borrower or any
Guarantor, except for any agreement in effect (A) on the Closing Date and
set forth on Schedule 7.09 or (B) at the time any Subsidiary
becomes a Restricted Subsidiary of the Borrower, so long as such agreement was
not entered into solely in contemplation of such Person becoming a Restricted
Subsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee
the Indebtedness of the Borrower or (iii) of the Borrower or any
Restricted Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person; provided, however, that this clause (iii) shall
not prohibit any negative pledge incurred or provided in favor of any holder of
Indebtedness permitted under Section 7.02(g) solely to the
extent any such negative pledge relates to the property financed by or the
subject of such Indebtedness; or (b) requires the grant of a Lien to
secure an obligation of such Person if a Lien is granted to secure another
obligation of such Person.


 


7.10                           Interest
Coverage Ratio. Maintain a Consolidated Interest Coverage Ratio of not less
than 1.1:1.0 for any Measurement Period.


 


7.11                           Capital
Expenditures.  Make or become legally
obligated to make any Capital Expenditure, except for Capital Expenditures in
the ordinary course of the conduct of its business as permitted by Section 7.07,
which shall include, for the avoidance of doubt, the purchase of printing
presses.


 


7.12                           Reserved.


 


7.13                           Accounting
Changes.  Make any change in (a) accounting
policies or reporting practices, except as required or permitted by GAAP, or (b) fiscal
year.


 


7.14                           Prepayments,
Etc. of Indebtedness.  (a) Satisfy
any Indebtedness under Section 7.02(p), other than with the Equity
Interests in the Parent Guarantor, or (b) prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner, or make any payment in violation of any subordination terms of, any
Indebtedness, except (i) the prepayment of the Loans in accordance with
the terms of this Agreement and (ii) regularly scheduled or required
repayments or redemptions of Indebtedness set forth in Schedule 7.02 and
refinancings and refundings of such 


 


54

















 


Indebtedness in compliance with Section 7.02(e).


 


7.15                           Amendment,
Etc. of Organization Documents and Related Documents and Indebtedness.  (a) Make any amendment to its
Organizational Documents that would be material and adverse to the Lenders; (b) cancel
or terminate, consent to or accept any cancellation or termination of, amend,
modify or change in any manner any term or condition of, or give any consent, waiver
or approval under, any provision of the Related Documents if the effect of such
cancellation, termination, amendment, modification, change, consent or waiver
would change any right afforded to any of the Secured Parties under the Related
Documents or be reasonably likely to have a Materially Adverse Effect, or (c) amend,
modify or change in any manner any term or condition of any subordinated
Indebtedness of the Borrower or any Restricted Subsidiary if such amendment,
modification or change affects the subordination provisions thereof or makes
the terms and conditions of such subordinated Indebtedness, taken as a whole,
more restrictive to the Borrower or such Restricted Subsidiary (or any other
Loan Party that is an obligor in respect of such subordinated Indebtedness).


 


7.16                           Speculative
Transactions.  Engage, or permit any
of its Restricted Subsidiaries to enter into any commodity options or futures
contracts (other than for hedges in connection with the business of the
Borrower or the Restricted Subsidiaries) or any similar speculative
transactions.


 


7.17                           Subsidiaries.
Designate any Subsidiaries in existence on the Closing Date as Unrestricted
Subsidiaries.


 


7.18                           Cablevision
Notes. Directly or indirectly, structurally or contractually subordinate
the Cablevision Notes (or any refinancing of the Cablevision Notes) or consent
to any changes related to the interest rate, principal, maturity or covenants
of the Cablevision Notes (or any refinancing of the Cablevision Notes) except,
to the extent that any proceeds are received by the Parent Guarantor upon
repayment of all or part of the Cablevision Notes and:


 


(a)                                  such proceeds are invested in senior notes of
Cablevision, senior notes of CSC Holdings or senior notes of Rainbow (provided
that in the case of the Rainbow notes, their rating shall be equal to or better
than the rating of the Cablevision Notes at such time) having (i) a fair
market value (together with any remaining Cablevision Notes) not less than the
principal amount then outstanding under the Term Facility, (ii) a cash
coupon of not less than 7% per annum, and (iii) other terms and conditions
at least as favorable to the holders of such notes as the Cablevision Notes;


 


(b)                                 such proceeds are invested in cash and Cash
Equivalents of the type referred to in clause (a) of the definition
of “Cash Equivalents”; and


 


(c)                                  to the extent of the Excess Amount, such
proceeds are used for any other purpose not prohibited by this Agreement.


 


ARTICLE VIII


CSC HOLDINGS


 


8.01                           CSC
Holdings Representations and Warranties. CSC Holdings  represents
and warrants as of the Closing Date to the Administrative Agent and the Lenders
that:


 


(a)                                  Existence, Qualification and Power. Each of CSC Holdings and the CSC Restricted
Subsidiaries are a limited liability company or corporation duly organized,
validly existing and in good standing under the Laws of its jurisdiction of
organization and is duly 


 


55

















 


qualified
to transact business and is in good standing in all jurisdictions in which such
qualification is necessary in view of the properties and assets owned and
presently intended to be owned and the business transacted and presently
intended to be transacted by it except for qualifications the lack of which,
singly or in the aggregate, have not had and would not reasonably be expected
to have a Materially Adverse CSC Effect, and each of CSC Holdings and the CSC
Restricted Subsidiaries has full power, authority and legal right to perform
its obligations under this Agreement and the other Loan Documents to which it
is a party


 


(b)                                 Authorization; No
Contravention.  The execution,
delivery and performance by each of CSC Holdings and the CSC Restricted
Subsidiaries, of each Loan Document and Related Document to which it is a
party, have been duly authorized by all necessary corporate or other
organizational action and do not and will not:  (a) subject to the
consummation of the action described in Section 5.11 hereof,
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 CSC Effect), or any provision of any of CSC Holdings’ or the
CSC Restricted Subsidiaries’ 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 (except for the consents
described on Schedule 5.03 hereto, each of which has been duly
obtained) under, or require any payment to be made under (i) any
Contractual Obligation to which CSC Holdings or any of the CSC Restricted
Subsidiaries is a party or its properties may be bound or affected or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which CSC Holdings or any of the CSC Restricted Subsidiaries or their
respective properties are subject, (in each case, 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 CSC
Effect); or (c) except as provided under any Loan Document, 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 CSC Holdings or any
of the CSC Restricted Subsidiaries.


 


(c)                                  Financial
Condition.   CSC Holdings has furnished to
each Lender:


 


                                                (i)           The
consolidated balance sheet of CSC Holdings and its consolidated Subsidiaries as
at December 31, 2007, and the related consolidated statements of
operations and stockholders’ deficiency for the fiscal year ended on said date,
as included in CSC Holdings’ Form 10-K dated December 31, 2007, said
financial statements having been certified by an independent Registered Public
Accounting Firm of nationally recognized standing; and


 


                                                (ii)           The
unaudited consolidated balance sheets of CSC Holdings and its consolidated
Subsidiaries as at March 31, 2008, and the related consolidated statements
of operations for the quarter then ended as included in CSC Holdings’ Form 10-Q
dated March 31, 2008.


 


(d)                                 Litigation;
Compliance with Laws. There are no actions, suits, proceedings, claims or
disputes pending, or to the knowledge of CSC Holdings or any of the CSC
Restricted Subsidiaries threatened, against CSC Holdings or any of the CSC
Restricted Subsidiaries 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
CSC Effect.  Neither CSC Holdings nor any CSC Restricted Subsidiary 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 CSC Effect.


 


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(e)                                  Investment Company
Act.
None of CSC Holdings, any Person
Controlling CSC Holdings, or any Subsidiary of CSC Holdings Subsidiary is or is
required to be registered as an “investment company” under the Investment
Company Act.


 


(f)                                    Taxes.   Each of CSC Holdings and the CSC Restricted
Subsidiaries has filed all Federal, state and other material tax returns which
are required to be filed under any law applicable thereto except such returns
as to which the failure to file, singly or in the aggregate, has not had and
would not reasonably be expected to have a Materially Adverse CSC Effect, and
has paid, or made provision for the payment of, all Taxes shown to be due
pursuant to said returns or pursuant to any assessment received by CSC Holdings
or any of the CSC Restricted Subsidiaries, except such Taxes, if any, as are
being contested in good faith and as to which adequate reserves have been
provided or as to which the failure to pay, individually or in the aggregate,
has not had and would not reasonably be expected to have a Materially Adverse
CSC Effect.


 


(g)                                 Full
Disclosure.  None of the financial
statements referred to in Section 8.01(c), certificates or any
other written statements (other than the Information Memoranda) delivered by or
on behalf of CSC Holdings or any of the CSC Restricted Subsidiaries to the
Administrative Agent or any Lender contains, as at the Closing Date, any untrue
statement of a material fact nor do such financial statements, certificates and
such other written statements, taken as a whole, omit to state a material fact
necessary to make the statements contained therein in light of the known
conditions under which they were made not misleading.  The Information Memoranda do not contain, as
at the Closing Date, any untrue statement of a material fact nor do such
Information Memoranda, taken as a whole, omit to state a material fact
necessary to make the statements contained therein in light of the known
conditions under which they were made not misleading.


 


(h)                                 No
Default.  None of CSC Holdings and
the CSC Restricted Subsidiaries 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 CSC Effect.


 


(i)                                     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, CSC Holdings of
any Loan Document or Related Document to which it is a party, or (b) the
exercise by the Administrative Agent of its rights under the Loan Documents in
respect of the Guaranty made by CSC Holdings under Article XI.


 


(j)                                     Binding
Agreements. This Agreement constitutes, and each other Loan Document when
executed and delivered will constitute, the legal, valid and binding
obligations of CSC Holdings and the CSC Restricted Subsidiaries, 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).


 


8.02                           CSC
Holdings Covenants. So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied:


 


57

















 


(a)                                  Financial
Statements; Certificates and Other Information.  CSC Holdings shall deliver to the
Administrative Agent and each Lender, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders:


 


(i)                                     Within 30 days after CSC Holdings is required
to file the same with the SEC, copies of the annual reports and quarterly
reports and of the information, documents and other reports which CSC Holdings
may be required to file with the SEC pursuant to Section 13(a), 13(c) or
15(d) of the Securities Exchange Act of 1934, as amended.


 


(ii)                                  If CSC Holdings is not required to file with
the SEC such reports and other information referred to in clause (i) above,
CSC Holdings shall furnish to each Lender and file with the Administrative Agent
(i) within 140 days after the end of each fiscal year, annual reports
containing the information required to be contained in Items 1, 2, 3, 6, 7, 8
and 9 of Form 10-K promulgated under the Securities Exchange Act of 1934,
as amended, or substantially the same information required to be contained in
comparable items of any successor form, and (ii) within 75 days after the
end of each of the first three fiscal quarters of each fiscal year, quarterly
reports containing the information required to be contained in Form 10-Q
promulgated under the Securities Exchange Act of 1934, as amended, or
substantially the same information required to be contained in any successor
form.


 


(iii)                               At any time when CSC Holdings is not subject
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, upon the request of Lender or the Administrative Agent, CSC Holdings
shall promptly furnish or cause to be furnished such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act of
1933, as amended (or any successor provision thereto), to such Lender and the
Administrative Agent.


 


                                                Documents required
to be delivered pursuant to Section 8.02(a) (to the extent any
such documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date on which such documents are posted on CSC Holdings’
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (A) CSC
Holdings shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests CSC Holdings to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (B) CSC Holdings shall notify the
Administrative Agent, each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such
documents.  The Administrative Agent shall have no obligation to request
the delivery or to maintain copies of the documents referred to above, and in
any event shall have no responsibility to monitor compliance by CSC Holdings
with any such request for delivery, and each Lender shall be solely responsible
for requesting delivery to it or maintaining its copies of such documents.


 


(b)                                 CSC
Holdings Corporate Existence. Subject to Section 8.02(j), CSC
Holdings shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and that of each CSC Holdings
Restricted Subsidiary and the corporate rights (charter and statutory),
corporate licenses of CSC Holdings and the CSC Holdings Restricted 


 


58

















 


Subsidiaries,
except where a failure to do so, singly or in the aggregate, is not likely to
have a Materially Adverse CSC Effect; provided that CSC Holdings shall not be
required to preserve any such existence (except of CSC Holdings), right,
license or franchise if the board of directors of CSC Holdings or the board of
directors of the CSC Holdings Restricted Subsidiary concerned shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of CSC Holdings or such CSC Holdings Restricted Subsidiary and that
the loss thereof is not disadvantageous in any material respect to the Lenders.


 


(c)                                  CSC
Holdings Payment of Taxes and Other Claims. CSC Holdings shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all material taxes, assessments and governmental charges
levied or imposed upon it or any CSC Holdings Subsidiary or upon the income,
profits or property of CSC Holdings or any of CSC Holdings’ Subsidiaries and (b) all
material lawful claims for labor, materials and supplies, which, if unpaid,
might by law become a CSC Holdings Lien upon the property of CSC Holdings or
any CSC Holdings Restricted Subsidiary; provided, however, that CSC Holdings
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity
is being contested in good faith by appropriate proceedings.


 


(d)                                 CSC
Holdings Maintenance of Properties. CSC Holdings shall cause all material
properties owned by or leased to it or any CSC Holdings Restricted Subsidiary
and necessary in the conduct of its business or the business of such CSC
Holdings Restricted Subsidiary to be maintained and kept in normal condition,
repair and working order, ordinary wear and tear excepted; provided that
nothing in this Section 8.02(d) shall prevent CSC Holdings or
any CSC Holdings Restricted Subsidiary from discontinuing the use, operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the board of directors of CSC
Holdings or the board of directors of the CSC Holdings Restricted Subsidiary
concerned, or of any officer (or other agent employed by CSC Holdings or any
CSC Holdings Restricted Subsidiary) of CSC Holdings or such CSC Holdings
Restricted Subsidiary having managerial responsibility for any such property,
desirable in the conduct of the business of CSC Holdings or any CSC Holdings
Restricted Subsidiary and if such discontinuance or disposal is not adverse in
any material respect to the Lenders.


 


CSC Holdings shall provide or cause to be provided for itself and any
CSC Holdings Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds customarily insured against
by corporations similarly situated and owning like properties in the same
general areas in which CSC Holdings or such CSC Holdings Restricted
Subsidiaries operate.


 


(e)                                  CSC
Holdings’ Indebtedness.  CSC Holdings shall not, and shall not
permit any CSC Holdings Restricted Subsidiaries to, directly or indirectly
incur, create, issue, assume, guarantee or otherwise become liable for,
contingently or otherwise, or become responsible for the payment of,
contingently or otherwise, any CSC Holdings Indebtedness (other than CSC
Holdings Indebtedness between or among any of CSC Holdings and the CSC Holdings
Restricted Subsidiaries) unless, after giving effect thereto, the Cash Flow
Ratio shall be less than or equal to 9 to 1.


 


(f)                                    CSC
Holdings’ Liens.  CSC Holdings shall not, and shall not
permit any CSC Holdings Restricted Subsidiary to, directly or indirectly incur,
create, issue, assume, or suffer to exist any CSC Holdings Lien of any kind,
except for CSC Holdings Permitted Liens, on or with respect to any of its
property or assets, whether owned at the Closing Date or thereafter acquired,


 


59

















 


or any income,
profits or proceeds therefrom, or assign or otherwise convey any right to
receive income thereon, unless (x) in the case of any CSC Holdings Lien
securing CSC Holdings Indebtedness that is subordinated in right of payment to
the Guaranty pursuant to Section 11.01, the Guaranty pursuant to Section 11.01
is secured by a CSC Holdings Lien on such property, assets or proceeds that is
senior in priority to such CSC Holdings Lien and (y) in the case of any
other CSC Holdings Lien, the Guaranty pursuant to Section 11.01 is
equally and ratably secured.


 


(g)                                 CSC Holdings’
Restricted Payments.  Except as otherwise provided in this Section 8.02(g),
CSC Holdings shall not, and shall not permit any CSC Holdings Restricted
Subsidiary to make any CSC Holdings Restricted Payment if (a) at the time
of such proposed CSC Holdings Restricted Payment, a Default or Event of Default
shall have occurred and be continuing or shall occur as a consequence of such
CSC Holdings Restricted Payment or (b) immediately after giving effect to
such CSC Holdings Restricted Payment, the aggregate of all CSC Holdings
Restricted Payments shall exceed the sum of $2.7 billion plus an amount equal
to the difference between the (i) Cumulative Cash Flow Credit and (ii) 1.2
multiplied by Cumulative Interest Expense.


 


For purposes of this Section 8.02(g), the amount of any CSC
Holdings Restricted Payment, if other than cash, shall be based upon fair
market value as determined by the board of directors of CSC Holdings, whose
good faith determination shall be conclusive.


 


The foregoing provisions of this Section 8.02(g) shall
not prevent (i) the payment of any dividend within 60 days after the date
of declaration thereof, if at such date of declaration such payment complied
with the foregoing provisions of this Section 8.02(g); and (ii) retirement,
redemption, purchase, defeasance or other acquisition of any share of the
capital stock of CSC Holdings or warrants, rights or options to acquire capital
stock of CSC Holdings in exchange for, or out of the proceeds of a sale (within
one year before or 180 days after such retirement, redemption, purchase,
defeasance or other acquisition) of, other shares of the capital stock of CSC
Holdings or warrants, rights or options to acquire capital stock of CSC
Holdings. For purposes of determining the aggregate permissible amount of CSC
Holdings Restricted Payments in accordance with clause (b) of the
first paragraph of this Section 8.02(g), all amounts expended
pursuant to clause (i) of this paragraph shall be included and all
amounts expended or received pursuant to clause (ii) of this
paragraph shall be excluded; provided, however, that amounts paid
pursuant to clause (i) of this paragraph shall be included only to
the extent that such amounts were not previously included in calculating CSC
Holdings Restricted Payments.


 


For the purposes of this Section 8.02(g), the net proceeds
from the issuance of shares of capital stock of CSC Holdings upon conversion of
CSC Holdings Indebtedness shall be deemed to be an amount equal to (i) the
accreted value of such CSC Holdings Indebtedness on the date of such conversion
and (ii) the additional consideration, if any, received by CSC Holdings
upon such conversion thereof, less any cash payment on account of fractional
share (such consideration, if in property other than cash, to be determined by
the board of directors of CSC Holdings, whose good faith determination shall be
conclusive and evidenced by a board resolution). If CSC Holdings makes a CSC
Holdings Restricted Payment which, at the time of the making of such CSC
Holdings Restricted Payment, would in the good faith determination of CSC
Holdings be permitted under the requirements of this Section 8.02(g),
such CSC Holdings Restricted Payment shall be deemed to have been made in
compliance with this Section 8.02(g) notwithstanding any
subsequent adjustments made in good faith to CSC Holdings’ financial statements
affecting Cumulative Cash Flow Credit or Cumulative Interest Expense for any
period.


 


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(h)                                 CSC Holdings’
Investments.  CSC Holdings shall not, and shall not
permit any CSC Holdings Restricted Subsidiary to, directly or indirectly, (a) make
any CSC Holdings Investment or (b) allow any CSC Holdings Restricted
Subsidiary to become a CSC Holdings Unrestricted Subsidiary, in each case,
unless (i) no Default or Event of Default shall have occurred and be
continuing or shall occur as a consequence of such Investment and (ii) after
giving effect thereto, the Cash Flow Ratio shall be less than or equal to 9 to
1.


 


The foregoing provisions of this Section 8.02(h) shall
not prohibit (a) any renewal or reclassification of any CSC Holdings Investment
existing on the Closing Date or (b) trade credit extended on usual and
customary terms in the ordinary course of business.


 


(i)                                     CSC
Holdings’ Transactions with Affiliates.  CSC Holdings shall not,
and shall not permit any CSC Holdings Subsidiaries to sell, lease, transfer or
otherwise dispose of any of its properties or assets to or purchase any
property or assets from, or enter into any contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, an Affiliate of CSC Holdings
that is not a CSC Holdings Subsidiary, having a value, or for consideration
having a value, in excess of $10,000,000 individually or in the aggregate
unless the Board of Directors of CSC Holdings shall make a good faith
determination that the terms of such transaction are, taken as a whole, no less
favorable to CSC Holdings or such CSC Holdings Subsidiary, as the case may be,
than those which might be available in a comparable transaction with an
unrelated Person. For purposes of clarification, this Section 8.02(i) shall
not apply to any CSC Holdings Restricted Payment permitted by Section 8.02(g).


 


(j)                                     CSC
Holdings May Consolidate, Etc., Only on Certain Terms.  (A)  CSC Holdings shall not consolidate
or merge with or into, or sell, assign, transfer, lease, convey, or otherwise
dispose of all or substantially all of its assets to, any Person, unless:


 


                                                                                                (i)                                     the Person formed by or surviving any such
consolidation or merger (if other than CSC Holdings), or to which such sale,
assignment, transfer, lease, conveyance or disposition shall have been made, is
a corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia and shall assume by joinder hereto
all the obligations of CSC Holdings under the Guaranty hereunder;


 


                                                                                                (ii)                                  immediately before and immediately after such
transaction, and after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing;


 


                                                                                                (iii)                               immediately after such transaction, and after giving effect thereto,
the Person formed by or surviving any such consolidation or merger, or to which
such sale, assignment, transfer, lease or conveyance or disposition shall have
been made (the “successor”), shall have a Cash Flow Ratio not in excess of 9 to
1; and


 


                                                                                                (iv)                              CSC Holdings has delivered to the Administrative Agent an officer’s
certificate and an opinion of counsel, stating, as applicable to an officer’s
certificate or opinion as the case may be, that such consolidation, merger or
transfer complies with this Section 8.02(j) and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


 


Cash Flow Ratio for the purposes of this Section 8.02(j) shall
be computed as if any such          successor were CSC Holdings.


 


61

















 


(B)                                Upon any consolidation or merger, or any
sale, assignment, transfer, lease or conveyance or other disposition of all or
substantially all of the assets, of CSC Holdings in accordance with Section 8.02(j),
the successor Person formed by such consolidation or into which CSC Holdings is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, CSC Holdings under this Agreement with the same
effect as if such successor Person had been named as CSC Holdings herein. When
a successor assumes all the obligations of its predecessor under this
Agreement, the predecessor shall be released from those obligations.


 


ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES


 


9.01                           Events
of Default.  Any of the following
shall constitute an Event of Default:


 


(a)                                  Representations
and Warranties. Any representation or warranty in this Agreement or any other Loan
Document or in any certificate, statement or other document furnished to the
Lenders or the Administrative Agent pursuant hereto (including, without
limitation, any amendment thereto), or any certification made or deemed to have
been made by the Borrower or any Restricted Subsidiary, the Parent Guarantor,
NMG Holdings or, with respect to Article VIII of this Agreement,
CSC Holdings, to any Lender or the Administrative Agent hereunder, shall prove
to have been incorrect, or shall be breached, in any material respect when made
or deemed made; provided that any representation made pursuant to Section 4.01(g) in
respect of the absence of any Default shall not constitute an Event of Default
if (i) at the time of such representation, such Default was not known to a
Responsible Officer and (ii) prior to such Default, the absence of which
is the subject of such representation, becoming an Event of Default, such
Default has been cured or waived in accordance with this Agreement; or


 


(b)                                 Non-Payment. Default in the
payment when due of any principal of the Loans or default in the payment when
due of interest on the Loans, or any fee due hereunder or any other amount
payable to any Lender hereunder, and the failure to pay such interest, fee or
such other amount within two Business Days after the same becomes due; or


 


(c)                                  Defaults. (I) Default
by the Borrower, any of the Restricted Subsidiaries, the Parent Guarantor or
NMG Holdings in the performance or observance of its agreements herein or in
any other Loan Document, which shall remain unremedied for 30 days after the
earlier of (i) knowledge of such Default by an senior executive of the
Borrower or any Restricted Subsidiary concerned and (ii) notice in writing
thereof being given to the Borrower by any Lender or the Administrative Agent,
or


 


                                                                                                (II)                                Default by CSC
Holdings in the performance or observance of any of its agreements in (x) Section 8.02
(other than Section 8.02(b) and (j)) if CSC Holdings
does not cure such Default within 60 days of the Administrative Agent notifying
CSC Holdings in writing of the Default and (y) Section 8.02(b) and
(j) if CSC Holdings does not cure such Default within 30 days of
the Administrative Agent notifying CSC Holdings in writing of the Default;


 


The
notices required under Section 9.01(c) must reference this
Agreement, specify the Default, demand that it be remedied and state that the
notice is a “Notice of Default”; or


 


(d)                                 Cross-Default. (I) (A) Any
Indebtedness of the Borrower or any of the Restricted Subsidiaries in an
aggregate principal amount of $5,000,000 or more, excluding (i) any
Indebtedness owing solely to the Borrower or a Restricted Subsidiary and (ii) any
Indebtedness 


 


62

















 


for
the deferred purchase price of property or services owed to the Person
providing such property or services as to which the Borrower or such Restricted
Subsidiary has a good faith basis to believe is not due and owing and, to the
extent then appropriate, is contesting its obligation to pay the same in good
faith and by proper proceedings and for which the Borrower or such Borrower’s
Restricted Subsidiary has established appropriate reserves (such Indebtedness
under clauses (i) and (ii) above herein called “Borrower
Excluded Indebtedness”), shall (i) become due before stated maturity
by the acceleration of the maturity thereof by reason of default or (ii) become
due by its terms and shall not be promptly paid or extended; or (B) any
default under any indenture, credit agreement or loan agreement or other
agreement or instrument under which Indebtedness of the Borrower or any of the
Borrower’s Restricted Subsidiaries constituting indebtedness for borrowed money
in an aggregate principal amount of $5,000,000 or more is outstanding (other
than Borrower Excluded Indebtedness), or by which any such Indebtedness is
evidenced, shall have occurred and shall continue for a period of time
sufficient to permit the holder or holders of any such Indebtedness (or a
trustee or agent on its or their behalf) to accelerate the maturity thereof or
to enforce any Lien provided for by any such indenture, agreement or
instrument, as the case may be, unless such default shall have been permanently
waived by the respective holder of such Indebtedness;


 


                                                                                                (II)                                (A) Any
Indebtedness of CSC Holdings in an aggregate principal amount of $25,000,000 or
more, excluding any Indebtedness for the deferred purchase price of property or
services owed to the Person providing such property or services as to which CSC
Holdings has a good faith basis to believe is not due and owing and, to the
extent then appropriate, is contesting its obligation to pay the same in good
faith and by proper proceedings and for which CSC Holdings has established
appropriate reserves (such Indebtedness called “CSC Holdings Excluded
Indebtedness”), shall (i) become due before stated maturity by the
acceleration of the maturity thereof by reason of default or (ii) become
due by its terms and shall not be promptly paid or extended; or (B) any
default under any indenture, credit agreement or loan agreement or other
agreement or instrument under which Indebtedness of CSC Holdings constituting
indebtedness for borrowed money in an aggregate principal amount of $25,000,000
or more is outstanding (other than CSC Holdings Excluded Indebtedness), or by
which any such Indebtedness is evidenced, shall have occurred and shall
continue for a period of time sufficient to permit the holder or holders of any
such Indebtedness (or a trustee or agent on its or their behalf) to accelerate
the maturity thereof or to enforce any Lien provided for by any such indenture,
agreement or instrument, as the case may be, unless such default shall have
been permanently waived by the respective holder of such Indebtedness; or


 


                                                                                                (III)                            Interest or
principal due on the Cablevision Notes is not paid when due (whether at stated
maturity, by the acceleration of the maturity or otherwise) or within any
applicable grace or cure period provided under the Cablevision Notes Indenture
or any Indebtedness consisting of any other Indebtedness into which the
proceeds of the Cablevision Notes have been invested pursuant to Section 7.18(a) shall
not be paid when due (whether at stated maturity, by the acceleration of the
maturity or otherwise); or


 


(e)                                  Inability to Pay
Debts; Attachment. CSC Holdings, the Borrower, the Parent Guarantor, NMG Holdings or any
of the Restricted Subsidiaries shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property, (ii) admit
in writing its inability, or be generally unable, to pay its debts as they
become due, (iii) make a general assignment for the benefit of creditors, (iv) be
adjudicated as bankrupt or insolvent, (v) commence a voluntary case under
any Debtor Relief Law (as now or hereafter in effect), (vi) file a
petition seeking to take advantage of any Debtor Relief Law, (vii) acquiesce
in writing to, or fail to controvert in a timely and 


 


63

















 


appropriate
manner, any petition filed against CSC Holdings, the Borrower, the Parent
Guarantor, NMG Holdings or any Restricted Subsidiary in any involuntary case
under any such Debtor Relief Law, or (viii) take any action for the purpose
of effecting any of the foregoing; or


 


(f)                                    Insolvency
Proceedings, Etc. A case or other proceeding shall be commenced, without the application,
approval or consent of CSC Holdings, the Borrower, the Parent Guarantor, NMG
Holdings or any of the Restricted Subsidiaries, in any court of competent
jurisdiction, seeking the liquidation, reorganization, dissolution, winding up,
or composition or readjustment or debts of CSC Holdings, the Borrower, the
Parent Guarantor, NMG Holdings or any Restricted Subsidiary, the appointment of
a trustee, receiver, custodian, liquidator or the like of CSC Holdings, the
Borrower, the Parent Guarantor, NMG Holdings or such Restricted Subsidiary or
of all or any substantial part of its assets, or any other similar action with respect
to CSC Holdings, the Borrower, the Parent Guarantor or such Restricted
Subsidiary under any Debtor Relief Law, and such case or proceeding shall
continue undismissed, or unstayed and in effect, for any period of 30
consecutive days, or an order for relief against CSC Holdings, the Borrower,
the Parent Guarantor, NMG Holdings or any Restricted Subsidiary shall be
entered in an involuntary case under any Debtor Relief Law (as now or hereafter
in effect); or


 


(g)                                 Judgments. (A) (i) Any
one or more judgments for the payment of money in excess of $5,000,000 shall be
rendered against the Borrower, the Parent Guarantor, NMG Holdings or any
Restricted Subsidiary and such judgment shall remain unsatisfied and in effect
for any period of 30 consecutive days without a stay of execution or (if a stay
is not provided for by applicable law) without having been fully bonded, or (ii) a
final judgment or final judgments for the payment of money are entered by a
court or courts of competent jurisdiction against the Borrower or any
Restricted Subsidiary and either (x) an enforcement proceeding shall have
been commenced by any creditor upon such judgment or (y) such judgment
remains undischarged and unbonded for a period (during which execution shall
not be effectively stayed) of 60 days, provided that, the aggregate of
all judgments exceeds $10,000,000;


 


(B)                                (i) Any one
or more judgments for the payment of money in excess of $10,000,000 shall be
rendered against CSC Holdings and such judgment shall remain unsatisfied and in
effect for any period of 30 consecutive days without a stay of execution or (if
a stay is not provided for by applicable law) without having been fully bonded,
or (ii) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against CSC Holdings and
either (x) an enforcement proceeding shall have been commenced by any
creditor upon such judgment or (y) such judgment remains undischarged and
unbonded for a period (during which execution shall not be effectively stayed)
of 60 days, provided that, the aggregate of all judgments exceeds
$20,000,000; or


 


(h)                                 ERISA. (i)  Any
Termination Event shall occur; (ii) any Accumulated Funding Deficiency,
whether or not waived, shall exist with respect to any Plan; (iii) any
Person shall engage in any Prohibited Transaction involving any Plan; (iv) the
Borrower or any ERISA Affiliate is in “default” (as defined in Section 4219(c)(5) of
ERISA) with respect to payments to a Multiemployer Plan resulting from the Borrower’s
or any ERISA Affiliate’s complete or partial withdrawal (as described in Section 4203
or 4205 of ERISA) from such Plan other than any payments that are in dispute by
the Borrower or ERISA Affiliate and, in any event, that exceed $500,000; (v) the
conditions for imposition of a lien under Section 303(k) of ERISA
shall have been met with respect to a Plan; (vi) the adoption of an
amendment to a Plan requiring the provision of security to such Plan pursuant
to Section 307 of ERISA; (vii) the Borrower or any ERISA Affiliate
shall fail to pay when due an amount which is payable by it to the PBGC or to a
Plan under Title IV of ERISA and which, when aggregated with all other such
amounts with 


 


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respect
to the payment of which the Borrower and its ERISA Affiliates are at the time
in default, exceeds $500,000; (viii) a proceeding shall be instituted by a
fiduciary of any Plan against the Borrower or any ERISA Affiliate to enforce Section 515
of ERISA and such proceeding shall not have been dismissed within 30 days
thereafter; (ix) the assumption of, or any material increase in, the
contingent liability of the Borrower or any Restricted Subsidiary with respect
to any post-retirement welfare liability and such assumption or material
increase has had, or would reasonably be expected to have, a Materially Adverse
Effect; and by reason of any or all of such events described in clauses (i) through
(ix) as applicable there shall or could result in actual or potential
liability of the Borrower and any ERISA Affiliate that would reasonably be
expected to have a Materially Adverse Effect; or


 


(i)                                     Change of Control. (i) the
Dolan Family Interests shall cease at any time to have beneficial ownership
(within the meaning of Rule 13d-3 (as in effect on the Closing Date)
promulgated under the Securities Exchange Act of 1934, as amended) of shares of
the capital stock of Cablevision having sufficient votes to elect (or otherwise
designate) at such time a majority of the members of the Board of Directors of
Cablevision, or (ii) Cablevision shall cease to own  (free and clear of all Liens) directly or
indirectly 100% of the common stock of CSC Holdings, or any Person (other than
Cablevision) shall obtain the legal or contractual right to own, or to cause
the transfer of the ownership of, any of the common stock of CSC Holdings or
the Borrower, without regard to any required approval of any other Person, or (iii) CSC
Holdings shall cease, directly or indirectly, to own and Control legally and
beneficially at least 51% of the Equity Interests in the Borrower, or (iv) the
Parent Guarantor shall cease, directly or indirectly, to own and Control
legally and beneficially 100% of the Equity Interests in the Borrower.


 


(j)                                     Invalidity of Loan
Documents. CSC Holdings, the Borrower, the Parent Guarantor, NMG Holdings or any
Restricted Subsidiary asserts or any Affiliate of the Borrower institutes (and,
where such Affiliate is not an Affiliate of Cablevision, fails to dismiss
within 30 days of demand) any proceedings seeking to establish or any Person
(other than the Administrative Agent, any Lender or any other Secured Party)
obtains a judgment establishing that (i) any material provision of the
Loan Documents is invalid, not binding or unenforceable or (ii) the Lien
created, or purported to be created, by the Loan Documents is not a valid and
perfected first priority security interest in the property in which such Lien
is created, or purported to be created, pursuant to the Loan Documents; or


 


(k)                                  Collateral Documents. Any Collateral Document after delivery
thereof pursuant to Sections 4.01 or 6.11 shall for any
reason (other than pursuant to the terms thereof) cease to create a valid and
perfected first priority Lien (subject to Liens permitted by Section 7.01)
on a material portion of the Collateral covered thereby other than as a result
of any action or inaction by the Administrative Agent, and such condition shall
remain unremedied for a period of 30 days after the earlier of (i) knowledge
of such Default by a senior executive of the Borrower or any Restricted
Subsidiary concerned and (ii) notice in writing thereof being given to the
Borrower by any Lender or the Administrative Agent; or


 


(l)                                     Cablevision Notes. There shall
occur any consent, amendment or waiver of any of the terms (including related
provisions) of the Cablevision Notes (or any refinancing of the Cablevision
Notes) related to indebtedness, restricted payments, investments, liens or
consolidations in, or the redemption of, the Cablevision Notes (or any
refinancing of the Cablevision Notes) materially adverse to the Borrower as
holder of the Cablevision Notes (or any refinancing of the Cablevision Notes).


 


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9.02                           Remedies
upon Event of Default.  If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:


 


(i)                                     declare the commitment of each Lender to make Loans to be terminated,
whereupon such commitments and obligation shall be terminated;


 


(ii)                                  declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable to
any Lender hereunder or under any other Loan Document to be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived by the Borrower; and


 


(iii)                               exercise on behalf of itself and the Lenders all rights and remedies
available to it and such Lenders under the Loan Documents.


 


provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief
with respect to the Borrower under the Bankruptcy Code of the United States,
the obligation of each Lender to make Loans shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, without further
act of the Administrative Agent or any Lender.


 


9.03                           Application
of Funds.  After the exercise of remedies provided for in Section 9.02 (or
after the Loans have automatically become immediately due and payable), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:


 


First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Administrative
Agent and amounts payable under Article II) payable to the
Administrative Agent in its capacity as such;


 


Second, to payment of
that portion of the Obligations constituting fees, indemnities and other
amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of
counsel to the respective Lenders and
amounts payable under Article II), ratably among them in proportion
to the respective amounts described in this clause Second payable to
them;


 


Third, to payment of
that portion of the Obligations constituting accrued and unpaid interest on the
Loans and other Obligations, ratably among the Lenders in proportion to the
respective amounts described in this clause Third payable to them;


 


Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law.


 


ARTICLE X

ADMINISTRATIVE AGENT


 


10.01                     Appointment and Authority.  (a)  Each of the Lenders hereby
irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article are



 


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solely for the benefit of the Administrative Agent and the Lenders, and
neither the Borrower nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.


 


(b)                                 The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the
Lenders (in its capacities as a Lender) hereby irrevocably appoints and
authorizes the Administrative Agent to act as the agent of such Lender for
purposes of acquiring, holding and enforcing any and all Liens on Collateral
granted by any of the Loan Parties to secure any of the Obligations, together
with such powers and discretion as are reasonably incidental thereto. In this
connection, the Administrative Agent, as “collateral agent” and any co-agents,
sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant
to Section 10.05 for purposes of holding or enforcing any Lien on
the Collateral (or any portion thereof) granted under the Collateral Documents,
or for exercising any rights and remedies thereunder at the direction of the
Administrative Agent), shall be entitled to the benefits of all provisions of
this Article X and Article XII (including Section 12.04(c),
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect
thereto.


 


10.02                     Rights as a Lender.  The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the
Person serving as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.


 


10.03                     Exculpatory Provisions.  The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents.  Without limiting the
generality of the foregoing, the Administrative Agent:


 


(a)          shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing;


 


(b)         shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents), provided
that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent
to liability or that is contrary to any Loan Document or applicable law; and


 


(c)          shall not, except as expressly set forth
herein and in the other Loan Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the
Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any
capacity.


 


The Administrative Agent shall not be liable for any
action taken or not taken by it (i) with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 12.01
and 9.02) or (ii) in the absence of its 


 


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own gross negligence or
willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until notice describing such Default is given to the
Administrative Agent by the Borrower or a Lender.


 


The Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any
other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or
priority of any Lien purported to be created by the Collateral Documents, (v) the
value or the sufficiency of any Collateral, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


 


10.04                     Reliance by Administrative
Agent.  The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper
Person.  The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by
it to have been made by the proper Person, and shall not incur any liability for
relying thereon.  In determining
compliance with any condition hereunder to the making of a Loan, that by its
terms must be fulfilled to the satisfaction of a Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender unless the
Administrative Agent shall have received notice to the contrary from such
Lender prior to the making of such Loan. 
The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.


 


10.05                     Delegation of Duties.  The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


10.06                     Resignation of Administrative
Agent.  The Administrative Agent may
at any time give notice of its resignation to the Lenders and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, in consultation with the Borrower (provided that such consultation
with the Borrower shall not be required if an Event of Default has occurred and
is continuing), to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the
United States.  If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (a) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of 


 


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any collateral security held by the Administrative Agent on behalf of
the Lenders under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (b) all payments, communications
and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly, until such time as
the Required Lenders appoint a successor Administrative Agent as provided for above
in this Section.  Upon the acceptance of
a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). 
The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. 
After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 12.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.


 


10.07                     Non-Reliance on Administrative
Agent and Other Lenders.  Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.


 


10.08                     No Other Duties, Etc.  Anything herein to the contrary
notwithstanding, none of the Joint Book Managers or Joint Lead Arrangers listed
on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent or a Lender hereunder.


 


10.09                     Administrative Agent May File
Proofs of Claim.  In case of the
pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise


 


(a)          to file and prove a claim for the whole
amount of the principal and interest owing and unpaid in respect of the Loans
and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders and the Administrative Agent under Sections 2.07
and 12.04) allowed in such judicial proceeding; and


 


(b)         to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same;


 


69

















 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Lender to make such payments
to the Administrative Agent and, if the Administrative Agent shall consent to
the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Sections 2.07
and 12.04.


 


Nothing contained herein shall be deemed to
authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender
to authorize the Administrative Agent to vote in respect of the claim of any
Lender or in any such proceeding.


 


10.10                     Collateral and Guaranty Matters.  The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion,


 


(a)          to release any Lien on any property granted
to or held by the Administrative Agent under any Loan Document (i) upon
termination of the Aggregate Commitments and payment in full of all Obligations
(other than contingent indemnification obligations), (ii) that is sold or
to be sold as part of or in connection with any sale permitted hereunder or
under any other Loan Document, or (iii)  if approved, authorized or
ratified in writing in accordance with Section 12.01;


 


(b)         to release any Guarantor from its obligations
under the Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder; and


 


(c)          to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the
holder of any Lien on such property that is permitted by Section 7.01(i).


 


Upon request by the Administrative Agent at any
time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items
of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 10.10.  In each case as specified in this Section 10.10,
the Administrative Agent will, at the Borrower’s expense, execute and deliver
to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment
and security interest granted under the Collateral Documents or to subordinate
its interest in such item, or to release such Guarantor from its obligations
under the Guaranty, in each case in accordance with the terms of the Loan
Documents and this Section 10.10.


 


ARTICLE XI

CONTINUING GUARANTY


 


11.01                     Guaranty.  CSC Holdings hereby absolutely and
unconditionally guarantees, as a guaranty of payment and performance and not
merely as a guaranty of collection, prompt payment when due, whether at stated
maturity, by required prepayment, upon acceleration, demand or otherwise, and
at all times thereafter, of any and all of the Obligations, whether for
principal, interest, premiums, fees, indemnities, damages, costs, expenses or
otherwise, of the Borrower to the Secured Parties, arising hereunder and under
the other Loan Documents (including all renewals, extensions, amendments,
refinancings and other modifications thereof and all costs, attorneys’ fees and
expenses incurred by the Secured Parties in connection with the collection or
enforcement thereof).  The Administrative
Agent’s books and records showing the amount of the Obligations shall be
admissible in evidence in any action or proceeding, and shall be binding upon
CSC Holdings, and conclusive for the purpose of establishing the 


 


70

















 


amount of the Obligations absent manifest error.  This Guaranty shall not be affected by the
genuineness, validity, regularity or enforceability of the Obligations or any
instrument or agreement evidencing any Obligations, or by the existence,
validity, enforceability, perfection, non-perfection or extent of any
collateral therefor, or by any fact or circumstance relating to the Obligations
which might otherwise constitute a defense to the obligations of CSC Holdings
under this Guaranty, and CSC Holdings hereby irrevocably waives any defenses it
may now have or hereafter acquire in any way relating to any or all of the
foregoing.


 


11.02                     Rights of Lenders.  CSC Holdings consents and agrees that the
Secured Parties may, at any time and from time to time, without notice or
demand, and without affecting the enforceability or continuing effectiveness
hereof:  (a) amend, extend, renew,
compromise, discharge, accelerate or otherwise change the time for payment or
the terms of the Obligations or any part thereof; (b) take, hold,
exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose
of any security for the payment of this Guaranty or any Obligations; (c) apply
such security and direct the order or manner of sale thereof as the
Administrative Agent and the Lenders in their sole discretion may determine;
and (d) release or substitute one or more of any endorsers or other
guarantors of any of the Obligations. 
Without limiting the generality of the foregoing, CSC Holdings consents
to the taking of, or failure to take, any action which might in any manner or
to any extent vary the risks of CSC Holdings under this Guaranty or which, but
for this provision, might operate as a discharge of CSC Holdings.


 


11.03                     Certain Waivers.  CSC Holdings waives (a) any defense
arising by reason of any disability or other defense of the Borrower or any
other Guarantor, or the cessation from any cause whatsoever (including any act
or omission of any Secured Party) of the liability of the Borrower; (b) any
defense based on any claim that CSC Holdings’ obligations exceed or are more
burdensome than those of the Borrower; (c) the benefit of any statute of
limitations affecting CSC Holdings’ liability hereunder; (d) any right to
proceed against the Borrower, proceed against or exhaust any security for the
Obligations, or pursue any other remedy in the power of any Secured Party
whatsoever; (e) any benefit of and any right to participate in any
security now or hereafter held by any Secured Party; and (f) to the
fullest extent permitted by law, any and all other defenses or benefits that
may be derived from or afforded by applicable law limiting the liability of or
exonerating guarantors or sureties.  CSC
Holdings expressly waives all setoffs and counterclaims and all presentments,
demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or
demands of any kind or nature whatsoever with respect to the Obligations, and
all notices of acceptance of this Guaranty or of the existence, creation or
incurrence of new or additional Obligations.


 


11.04                     Obligations Independent.  The obligations of CSC Holdings hereunder are
those of primary obligor, and not merely as surety, and are independent of the
Obligations and the obligations of any other guarantor, and a separate action
may be brought against CSC Holdings to enforce this Guaranty whether or not the
Borrower or any other person or entity is joined as a party.


 


11.05                     Subrogation.  (a) CSC Holdings shall not exercise any
right of subrogation, contribution,
indemnity, reimbursement or similar rights with respect to any payments
it makes under this Guaranty (other than its rights to make a claim under the
Indemnity Agreement as in effect on the date hereof) until all of the
Obligations and any amounts payable under this Guaranty have been indefeasibly
paid and performed in full and the Commitments and the Term Facility is terminated.  If any amounts are paid to CSC Holdings in
violation of the foregoing limitation, then such amounts shall be held in trust
for the benefit of the Secured Parties and shall forthwith be paid to the
Secured Parties to reduce the amount of the Obligations, whether matured or
unmatured.


 


(b)                                 To the extent CSC Holdings has notified the
Administrative Agent that Tribune has reimbursed CSC Holdings for any payments
made by CSC Holdings in respect of principal, premium or 


 


71

















 


interest on the Loans (but excluding any
costs, fees, expenses, penalties, charges or similar items paid or payable by
CSC Holdings) under and in accordance with this Guaranty, the Administrative
Agent, on behalf of the Lenders shall, after the Obligations have been paid in
full in cash and fully performed, the Commitments and the Term Facility have
been terminated and the security interest of the Administrative Agent, on
behalf of the Lenders in all of the Collateral has been released, assign to
Tribune, at the expense of Tribune, without recourse or representation of any
kind, the remaining rights (if any) in a specified portion of the Collateral
(such Collateral to be determined by CSC Holdings and the Administrative Agent
in their sole discretion). Tribune’s rights in any such Collateral will be on a
second-priority basis, as determined by CSC Holdings.


 


11.06                     Termination; Reinstatement.  This Guaranty is a continuing and irrevocable
guaranty of all Obligations now or hereafter existing and shall remain in full
force and effect until all Obligations and any other amounts payable under this
Guaranty are indefeasibly paid in full in cash and the Commitments and the Term
Facility with respect to the Obligations are terminated.  Notwithstanding the foregoing, this Guaranty
shall continue in full force and effect or
be revived, as the case may be, if any payment by or on behalf of the Borrower or CSC
Holdings is made, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or
the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by any of the
Secured Parties in their discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Laws or
otherwise, all as if such payment had not been made or such setoff had not
occurred and whether or not the Secured Parties are in possession of or
have released this Guaranty and regardless of any prior revocation, rescission,
termination or reduction.  The obligations of CSC Holdings under this paragraph
shall survive termination of this Guaranty.


 


11.07                     Subordination.  CSC Holdings hereby subordinates the payment
of all obligations and indebtedness of the Borrower owing to CSC Holdings,
whether now existing or hereafter arising, including but not limited to any
obligation of the Borrower to CSC Holdings as subrogee of the Secured Parties
or resulting from CSC Holdings’ performance under this Guaranty, to the
indefeasible payment in full in cash of all Obligations.  If the Secured Parties so request, any such obligation or indebtedness of the Borrower to CSC
Holdings shall be enforced and performance received by CSC Holdings as trustee
for the Secured Parties and the proceeds
thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing
or affecting in any manner the liability of CSC Holdings under this Guaranty.


 


11.08                     Stay of Acceleration.  If
acceleration of the time for payment of any of the Obligations is stayed, in
connection with any case commenced by or against CSC Holdings or the Borrower
under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless
be payable by CSC Holdings immediately upon demand by the Secured Parties.


 


11.09                     Condition
of Borrower.  CSC Holdings
acknowledges and agrees that it has the sole responsibility for, and has
adequate means of, obtaining from the Borrower and any other Guarantor such
information concerning the financial condition,
business and operations of the Borrower and any such other Guarantor as CSC
Holdings requires, and that none of the Secured Parties has any duty, and CSC
Holdings is not relying on the Secured Parties at any time, to disclose to CSC
Holdings any information relating to the business, operations or financial
condition of the Borrower or any other Guarantor (CSC Holdings waiving any duty
on the part of the Secured Parties to disclose such information and any defense
relating to the failure to provide the same).


 


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ARTICLE XII

MISCELLANEOUS


 


12.01                     Amendments, Etc.  No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrower or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


 


(a)                                  waive any condition set forth in Section 4.01
(other than Section 4.01(b)(i) or (c)), or without the
written consent of each Lender;


 


(b)                                 without limiting
the generality of clause (a) above, waive any condition set forth
in Section 4.01(h) without the written consent of the Required
Lenders;


 


(c)                                  extend or increase the Commitment of any
Lender (or reinstate any Commitment terminated pursuant to Section 9.02)
without the written consent of such Lender;


 


(d)                                 postpone any date fixed by this Agreement or
any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under such other Loan
Document without the written consent of each Lender entitled to such payment;


 


(e)                                  reduce the principal of, the Applicable Rate,
or the rate of interest specified herein on any Loan or, any fees or other
amounts payable hereunder or under any other Loan Document; provided, however,
that only the consent of the Required Lenders shall be necessary to amend the
definition of “Default Rate” or to waive any obligation of the Borrower to pay
interest at the Default Rate;


 


(f)                                    change (i) Section 9.03 in a
manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender or (ii) the order of
application of any prepayment of Loans among the Term Facilities from the
application thereof set forth in applicable provisions of Section 2.03(b) in
any manner that materially and adversely affects the Lenders under a Term
Facility without the written consent of (x) if such Term Facility is the
Fixed Rate Term Facility, the Required Fixed Rate Lenders and (y) if such
Term Facility is the Floating Rate Term Facility, the Required Floating Rate
Lenders;


 


(g)                                 change (i) any provision of this Section 12.01
or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any
consent hereunder (other than the definitions specified in clause (ii) of
this Section 12.01(g)), without the written consent of each Lender
or (ii) the definition of “Required Fixed Rate Lenders,” or “Required
Floating Rate Lenders” without the written consent of each Lender under the
applicable Term Facility;


 


(h)                                 release all or substantially all of the
Collateral in any transaction or series of related transactions, without the
written consent of each Lender;


 


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(i)                                     release either the Parent Guarantor or CSC
Holdings from its respective obligations under the Parent Guaranty or the
Guaranty made by CSC Holdings under Article XI, as applicable, or
release all or substantially all of the value of the Guaranty, without the
written consent of each Lender, except to the extent the release of any
Subsidiary from the Guaranty is permitted pursuant to Section 10.10
(in which case such release may be made by the Administrative Agent acting
alone);


 


(j)                                     impose any greater restriction on the ability
of any Lender under a particular Term Facility (and not the other Term Facility
to an identical extent) to assign any of its rights or obligations hereunder
without the written consent of (i) if such Facility is the Fixed Rate Term
Facility, the Required Fixed Rate Lenders, (ii) if such Facility is the
Floating Rate Term Facility, the Required Floating Rate Lenders; or


 


(k)                                  amend or modify Section 9.01(i) or
any defined term used therein or waive an Event of Default thereunder, without
the written consent of Lenders holding 90% or more of the sum of the Total
Outstandings; provided that the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making such determination;


 


and provided, further, (i) that
no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; (ii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such
Lender may not be increased or extended without the consent of such Lender.


 


If
any Lender does not consent to a proposed amendment, waiver, consent or release
with respect to any Loan Document that requires the consent of each Lender and
that has been approved by the Required Lenders, the Borrower may replace such
non-consenting Lender in accordance with Section 12.13; provided
that such amendment, waiver, consent or release can be effected as a result of
the assignment contemplated by such Section (together with all other such
assignments required by the Borrower to be made pursuant to this paragraph).


 


12.02                     Notices; Effectiveness;
Electronic Communications.  (a) 
Notices Generally.  Except in the
case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:


 


                                                (i)                                     if to CSC Holdings, the Borrower, or the Administrative Agent, to
the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 12.02; and


 


                                                (ii)                                  if to any other Lender, to the address,
telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire.


 


Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices and other communications 


 


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sent by telecopier shall be deemed to have
been given when sent (except that, if not given during normal business hours
for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient).  Notices and other communications delivered
through electronic communications to the extent provided in subsection (b) below
shall be effective as provided in such subsection (b).


 


(b)                                 Electronic
Communications.  Notices and other
communications to the Lenders hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II
if such Lender, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent
or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may
be limited to particular notices or communications.


 


Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address
shall be deemed received upon the sender’s receipt of an acknowledgement from
the intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), provided
that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next business day for the
recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is
available and identifying the website address therefor.


 


(c)                                  The
Platform.  THE PLATFORM IS
PROVIDED “AS IS” AND “AS AVAILABLE.”  THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
“Agent Parties”) have any liability to CSC Holdings, the Borrower, any Lender, or any
other Person for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages, liabilities or expenses
are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to CSC Holdings, the Borrower, any Lender, or any
other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).


 


(d)                                 Change
of Address, Etc.  Each of CSC Holdings, the Borrower and the
Administrative Agent may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties
hereto.  Each other Lender may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrower and the Administrative Agent.  In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, 


 


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contact name, telephone number,
telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such
Lender.  Furthermore, each Public Lender
agrees to cause at least one individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to
enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and applicable Law, including United States
Federal and state securities Laws, to make reference to Borrower Materials that
are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with respect to
the Borrower or its securities for purposes of United States Federal or state
securities laws.


 


(e)                                  Reliance
by Administrative Agent and Lenders.  The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notice) purportedly given by or on behalf of the
Borrower even if (i) such notice was not made in a manner specified
herein, was incomplete or was not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  The Borrower shall indemnify the
Administrative Agent, each Lender and the Related Parties of each of them from
all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


 


12.03                     No Waiver; Cumulative Remedies;
Enforcement.  No failure by any
Lender or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder or under any
other Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.


 


Notwithstanding anything to the contrary contained
herein or in any other Loan Document, the authority to enforce rights and
remedies hereunder and under the other Loan Documents against the Loan Parties
or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement hall be instituted and maintained
exclusively by, the Administrative Agent in accordance with Section 9.02
for the benefit of all the Lenders; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising
on its own behalf the rights and remedies that inure to its benefit (solely in
its capacity as Administrative Agent) hereunder and under the other Loan
Documents, (b) any Lender from exercising setoff rights in accordance with
Section 12.08 (subject to the terms of Section 2.10) or
(c) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any
Loan party under any Debtor Relief Law; and provided  further,
that if at any time there is no Person acting as Administrative Agent hereunder
and under the other Loan Documents, then (i) the Required Lenders shall
have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02
and (ii) in addition to the matters set forth in clauses (b) and
(c) of the preceding proviso and subject to Section 2.10,
any Lender may, with the consent of the Required Lenders, enforce any rights
and remedies available to it as authorized by the Required Lenders.


 


12.04                     Expenses; Indemnity; Damage
Waiver.  (a)  Costs and
Expenses.  The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates (including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any 


 


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amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender (including the fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender), in connection
with the enforcement or protection of its rights (A) in connection with
this Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with Loans made hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.


 


(b)                                 Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and
any sub-agent thereof), the Joint Lead Arrangers, the Lenders and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related reasonable out of pocket documented expenses
(including, without limitation, the reasonable out of pocket and invoiced fees,
disbursements and other charges of (i) one counsel, (ii) in the case
of a material conflict between two or more Indemnitees, as so determined in the
reasonable opinion of existing counsel, one additional counsel, and (iii) one
local counsel in each applicable jurisdiction) (collectively, the “Losses”),
incurred by any Indemnitee or asserted against any Indemnitee by any third
party or by the Borrower (but excluding any proceeding brought by a third party
or a Lender against any other Lender (in such Lender’s capacity as a Lender and
not in any capacity as a Joint Lead Arranger or the Administrative Agent)),
arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, or, in the
case of the Administrative Agent (and any sub-agent thereof) and its Related
Parties only, the administration of this Agreement and the other Loan
Documents, (ii) any Loan or the use or proposed use of the proceeds
therefrom, or (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party or any of the
Borrower’s or such Loan Party’s directors, shareholders or creditors, and
regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses have resulted
from the gross negligence, bad faith, or willful misconduct or material breach
of the obligations under this Agreement or any other Loan Document of such
Indemnitee.


 


(c)                                  Reimbursement
by Lenders.  To the extent that
the Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to
be paid by it to the Administrative Agent (or any sub-agent thereof), or any
Related Party of any of the foregoing, each Lender severally agrees to pay to
the Administrative Agent (or any such sub-agent), or such Related Party, as the
case may be, such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent), or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent). 
The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.09(d).


 


(d)                                 Waiver
of Consequential Damages, Etc. 
To the fullest extent permitted by applicable law, the Borrower shall
not assert, and hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients
of any information or other 


 


77

















 


materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic
or other information transmission systems in connection with this Agreement or
the other Loan Documents or the transactions contemplated hereby or thereby
other than for direct or actual damages resulting from the gross negligence or
willful misconduct of such Indemnitee as determined by a final and
nonappealable judgment of a court of competent jurisdiction.


 


(e)                                  Payments.  All amounts due under this Section shall
be payable not later than ten Business Days after demand therefor.


 


(f)                                    Survival.  The agreements in this Section shall
survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.


 


12.05                     Payments Set Aside.  To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent or any Lender, or
the Administrative Agent or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) of
any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders
under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.


 


12.06                     Successors and Assigns.  (a)  Successors and Assigns Generally.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the
Borrower nor any other Loan Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an
assignee in accordance with the provisions of Section 12.06(b), (ii) by
way of participation in accordance with the provisions of Section 12.06(d),
or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of Section 12.06(f) (and any other attempted
assignment or transfer by the Borrower or any other Loan Party shall be null
and void and any other attempted assignment or transfer by a Lender shall give
rise to a participation in accordance with Section 12.06(d)).  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


(b)                                 Assignments
by Lenders.  Any Lender may at
any time assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment(s) and
the Loans at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 


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(i)                                     Minimum Amounts.


 


                                                (A)                              in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment under either Term Facility and the Loans at the
time owing to it under such Term Facility or in the case of an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be
assigned; and


 


                                                (B)                                in any case not described in subsection (b)(i)(A) of this
Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in
effect, the principal outstanding balance of the Loans of the assigning Lender
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of
the Trade Date, shall not be less than $1,000,000, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;


 


(ii)                                  Proportionate Amounts.  Each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned;


 


(iii)                               Required Consents.  No
consent shall be required for any assignment except to the extent required by subsection
(b)(i)(B) of this Section and, in addition, the consent of the
Administrative Agent (such consent not to be unreasonably withheld or delayed)
shall be required for assignments in respect of (1) any Term Commitment if
such assignment is to a Person that is not a Lender with a Commitment
hereunder, an Affiliate of such Lender or an Approved Fund with respect to such
Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate
of a Lender or an Approved Fund.


 


(iv)                              Assignment and Assumption.  The
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such
processing and recordation fee in the case of any assignment and only one fee
shall be payable for simultaneous assignments to or by two or more Approved
Funds.  The assignee, if it is not a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


 


(v)                                 No Assignment to Borrower.  No
such assignment shall be made to the Borrower or any of the Borrower’s
Affiliates or Subsidiaries or to any Dolan Family Interests.


 


(vi)                              Additional Restrictions on Assignments.  No
such assignment shall be made (i) to a natural person or (ii) to any
entity that is not a “qualified institutional buyer” as defined in Rule 144A
under the Securities Act of 1933, as amended and a “qualified purchaser” as
defined in Section 2(a)(51) of the Investment Company Act.


 


Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of
this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and,
to the extent of the interest assigned by such 


 


79

















 


Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 3.01, 3.03, and 12.04 with respect to
facts and circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section 12.06(d).


 


(c)                                  Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice. Upon its receipt of and, if required, consent to, a duly completed
Assignment and Assumption executed by an assigning Lender and an assignee, the
assignee’s completed Administrative Questionnaire and any tax forms required by
Section 3.01 (unless the assignee shall already be a Lender
hereunder), the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless and until it
has been recorded in the Register as provided in this paragraph.


 


(d)                                 Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries or any Dolan Family Interests)
(each, a “Participant”) in
all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing
to it); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to Section 12.01
that affects such Participant.  Subject
to subsection (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.03 and
3.05  to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 12.06(b).  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 12.08  as though it were a Lender, provided such
Participant agrees to be subject to Section 2.10 as though it were
a Lender.


 


(e)                                  Limitations
upon Participant Rights. 
A Participant shall not be entitled to receive any greater payment under
Section 3.01 or 3.03  than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign 


 


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Lender if it were a Lender shall
not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as
though it were a Lender.


 


(f)                                    Certain
Pledges.  Any Lender may at
any time pledge or assign a security interest in all or any portion of its rights
under this Agreement (including under its Note, if any) to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.


 


12.07                     Treatment of Certain
Information; Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and
representatives on a need to know basis (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d) to
any other party hereto, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (ii) any
pledgee referred to in Section 12.06(f), or (iii) any actual
or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (g) with the
consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, any Lender or any of their respective
Affiliates on a non-confidential basis from a source other than the Borrower or
any other Loan Party.


 


For purposes of this Section, “Information”
means all information received from any Loan Party or any Subsidiary thereof
relating to any Loan Party or any Subsidiary thereof or their respective
businesses, other than any such information that is available to the
Administrative Agent or any Lender on a non-confidential basis prior to
disclosure by any Loan Party or any Subsidiary thereof, provided that,
in the case of information received from a Loan Party or any such Subsidiary
after the Closing Date, such information is clearly identified at the time of
delivery as confidential.


 


Each of the Administrative Agent and the Lenders
acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state
securities Laws.


 


12.08                     Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender and each of their respective Affiliates is
hereby authorized at any time and from time to time,  to the fullest extent permitted by applicable
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender or any such
Affiliate to or for the credit or the account of the Borrower or any other Loan
Party against any and all of the obligations of the Borrower or such Loan Party
now or hereafter existing under this Agreement or any other Loan Document to
such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or 


 


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any other Loan Document and although such obligations of the Borrower
or such Loan Party may be contingent or unmatured or are owed to a branch or
office of such Lender different from the branch or office holding such deposit
or obligated on such indebtedness.  The
rights of each Lender and their respective Affiliates under this Section are
in addition to other rights and remedies (including other rights of setoff)
that such Lender or its respective Affiliates may have.  Each Lender agrees to notify the Borrower and
the Administrative Agent promptly after any such setoff and application,
provided that the failure to give such notice shall not affect the validity of
such setoff and application.


 


12.09                     Interest Rate Limitation.  Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under
the Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Borrower. 
In determining whether the interest contracted for, charged, or received
by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations hereunder.


 


12.10                     Counterparts; Integration;
Effectiveness.  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.  This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy or
other electronic imaging means shall be effective as delivery of a manually
executed counterpart of this Agreement.


 


12.11                     Survival of Representations and
Warranties.  All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Loan, and shall
continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied.


 


12.12                     Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents 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.


 


12.13                     Replacement of Lenders.  If any Lender requests compensation under Section 3.02,
or if the Borrower is required to pay any additional amount to any Lender or
any Governmental 


 


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Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender is a Defaulting Lender or if any other circumstance exists
hereunder that gives the Borrower the right to replace a Lender as a party
hereto, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 12.06), all of its
interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided that:


 


(a)          the Borrower shall have paid to the
Administrative Agent the assignment fee specified in Section 12.06(b);


 


(b)         such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees, any applicable prepayment premium under Section 2.03
and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 3.03) from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts);


 


(c)          in the case of any such assignment resulting
from a claim for compensation under Section 3.02 or payments
required to be made pursuant to Section 3.01, such assignment will
result in a reduction in such compensation or payments thereafter; and


 


(d)         such assignment does not conflict with
applicable Laws.


 


A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


 


12.14                     Governing Law; Jurisdiction;
Etc.  (a)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)                                 SUBMISSION
TO JURISDICTION.  THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO 


 


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THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST THE BORROWER OR
ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)                                  WAIVER
OF VENUE.  THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.


 


(d)                                 SERVICE
OF PROCESS.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 12.02.  NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


12.15                     Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


12.16                     No Advisory or Fiduciary
Responsibility.  In connection with all aspects of
each transaction contemplated hereby (including in connection with any
amendment, waiver or other modification hereof or of any other Loan Document),
each of the Borrower and CSC Holdings acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that: (i) (A) the arranging and other
services regarding this Agreement provided by the Administrative Agent and the
Joint Lead Arrangers, are arm’s-length commercial transactions between the
Borrower, CSC Holdings and their respective Affiliates, on the one hand, and
the Administrative Agent and the Joint Lead Arrangers, on the other hand, (B) each
of the Borrower and CSC Holdings has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) each
of the Borrower and CSC Holdings is capable of evaluating, and understands and
accepts, the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent and the Joint Lead Arrangers each is and has been acting solely as a
principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary
for the Borrower, CSC Holdings or any of their respective Affiliates, or any
other Person and (B) neither the Administrative Agent nor the Joint Lead
Arrangers has any obligation to the Borrower, CSC Holdings or any of their
respective Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent and the Joint Lead Arrangers
and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Borrower, CSC Holdings and
their respective Affiliates, and neither the Administrative Agent nor the Joint
Lead Arrangers has any 


 


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obligation to disclose any of such interests to the Borrower, CSC
Holdings or any of their respective Affiliates. 
To the fullest extent permitted by law, each of the Borrower and CSC
Holdings hereby waives and releases any claims that it may have against the
Administrative Agent and the Joint Lead Arrangers with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.


 


12.17                     Electronic Execution of
Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Assumption or in any amendment
or other modification hereof (including waivers and consents) shall be deemed
to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as
a manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.


 


12.18                     USA PATRIOT Act.  Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record
information that identifies each Loan Party, which information includes the
name and address of each Loan Party and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify each Loan Party
in accordance with the Act. The Borrower shall, promptly following a request by
the Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Act.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.


 


	
   

  	
  NEWSDAY LLC, as the Borrower

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  
					



 


S-1

















 


	
   

  	
  BANK OF AMERICA, N.A., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  
					



 


S-2

















 


	
   

  	
  BANK OF AMERICA, N.A., as Initial Lender

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  
					



 


S-3















 
[OTHER LENDERS]


 


S-4