Exhibit 10.3
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
March 29, 2006, among CSC HOLDINGS, INC., a Delaware corporation (the
"Company"), the Restricted Subsidiaries listed on the signature pages hereto,
the financial institutions listed on the signature pages hereto, and BANK OF
AMERICA, N.A., as Administrative Agent.
WITNESSETH:
WHEREAS, the Company, the Restricted Subsidiaries, the Administrative Agent and
the Lenders party thereto are parties to the Credit Agreement, dated as of
February 24, 2006 (as amended by the First Amendment to Credit Agreement, dated
as of March 27, 2006, the "Credit Agreement"; terms used in this Amendment and
not otherwise defined herein have
the meanings given to such terms in the
Credit Agreement).
WHEREAS, the parties hereto have agreed to amend the Credit Agreement and grant
such waivers as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
AMENDMENT.
(A)
SECTION 7.14 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING THE
LAST PARAGRAPH THEREOF AND INSERTING THE FOLLOWING IN LIEU THEREOF:
"IN ADDITION, NEITHER THE COMPANY NOR ANY RESTRICTED SUBSIDIARY WILL ENTER INTO
OR PERMIT TO EXIST ANY UNDERTAKING BY IT OR AFFECTING ANY OF ITS PROPERTIES
WHEREBY THE COMPANY OR SUCH RESTRICTED SUBSIDIARY SHALL AGREE WITH ANY PERSON
(OTHER THAN THE LENDERS OR THE ADMINISTRATIVE AGENT) NOT TO CREATE OR SUFFER TO
EXIST ANY LIENS IN FAVOR OF ANY OTHER PERSON, PROVIDED THAT THE FOREGOING
RESTRICTION SHALL NOT APPLY TO ANY SUCH UNDERTAKING CONTAINED IN ANY INDENTURE
OR OTHER AGREEMENT (I) GOVERNING ANY PERMITTED DEBT OR INDEBTEDNESS OUTSTANDING
AT THE DATE HEREOF AND IDENTIFIED ON SCHEDULE 7.12 HERETO, OR (II) GOVERNING
SPECIFIC PROPERTY TO BE SOLD PURSUANT TO AN EXECUTED AGREEMENT WITH RESPECT TO
AN ASSET SALE PERMITTED HEREUNDER, OR (III) CONSTITUTING A CUSTOMARY RESTRICTION
ON ASSIGNMENT, SUBLETTING, OR OTHER TRANSFER CONTAINED IN LEASES, LICENSES,
FRANCHISES AND OTHER SIMILAR AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS OR OTHERWISE CREATING A PERMITTED LIEN (PROVIDED THAT ANY RESTRICTION
REFERRED TO IN CLAUSES (II) OR (III) IS LIMITED TO THE PROPERTY OR ASSET SUBJECT
TO SUCH SALE, LEASE, LICENSE, FRANCHISE OR OTHER SIMILAR AGREEMENT OR PERMITTED
LIEN, AS THE CASE MAY BE)."
2.
WAIVERS.
Upon the Effective Date (as defined below), the Lenders hereby waive any
non-compliance by the Company or any Restricted Subsidiary with the provisions
of Section 7.14 of the Credit
Agreement to the extent that the Company or such Restricted Subsidiary would
have been in compliance with such Section 7.14 had the amendment effected in
Section 1 of this Amendment been in effect as of the date of the Credit
Agreement. The Lenders hereby waive any Default which may have occurred
(i) solely as a result of any non-compliance waived by the Lenders pursuant to
this Section 2 and (ii) upon the taking of any action which would not have
constituted a