Cablevision 2012 Annual Report Download - page 172

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share amounts)
I-44
Bresnan Cable is also required to pay customary letter of credit fees, as well as fronting fees, to banks that
issue letters of credit pursuant to the Bresnan Credit Agreement.
All obligations under the Bresnan Credit Agreement are guaranteed by BBHI Holdings LLC (the direct
parent of Bresnan Cable) and each of Bresnan Cable's existing and future direct and indirect domestic
subsidiaries that are not designated as unrestricted subsidiaries in accordance with the Bresnan Credit
Agreement (the "Guarantors"). All obligations under the Bresnan Credit Agreement, including the
guarantees of those obligations, will be secured by certain assets of the Bresnan Cable and the Guarantors,
including a pledge of the equity interests of Bresnan Cable.
Bresnan Cable may voluntarily prepay outstanding loans under the Bresnan Credit Agreement at any
time, in whole or in part, without premium or penalty (except for customary breakage costs with respect
to Eurodollar loans, if applicable). If Bresnan Cable makes a prepayment of term loans in connection
with certain refinancing transactions, Bresnan Cable must pay a prepayment premium of 1.00% of the
amount of term loans prepaid.
With certain exceptions, Bresnan Cable is required to make mandatory prepayments in certain
circumstances, including (i) a specified percentage of excess cash flow depending on its cash flow ratio,
(ii) from the net cash proceeds of certain sales of assets (subject to reinvestment rights), (iii) from casualty
insurance and/or condemnation proceeds, and (iv) upon the incurrence of certain indebtedness.
The term loan facility requires remaining quarterly repayments of $1,913 through September 2017, and a
final payment of approximately $713,363 upon maturity in December 2017. Any amounts outstanding
under the revolving loan facility are due at maturity in December 2015.
The Bresnan Credit Agreement contains customary affirmative and negative covenants and also requires
Bresnan Cable to comply with the following financial covenants: (i) a maximum ratio of total
indebtedness to operating cash flow (as defined) of 6.75:1 decreasing periodically to 5.00:1 on March 31,
2014; (ii) a minimum ratio of operating cash flow to interest expense of 2.25:1 increasing periodically to
2.75:1 on March 31, 2014, and (iii) minimum liquidity (as defined) of $25,000. In connection with the
Bresnan Credit Agreement, the Company incurred deferred financing costs of $20,754 in 2010, which are
being amortized to interest expense over the term of the credit agreement.
Bresnan Cable was in compliance with all of its financial covenants under its credit agreement as of
December 31, 2012.
Newsday LLC Credit Facility
On October 12, 2012, Newsday LLC entered into a new senior secured credit agreement (the "New Credit
Agreement"), the proceeds of which were used to repay all amounts outstanding under its existing credit
agreement dated as of July 29, 2008. The New Credit Agreement consists of a $650,000 floating rate
term loan which matures on October 12, 2016. Interest under the New Credit Agreement is calculated, at
the election of Newsday LLC, at either the base rate or the eurodollar rate, plus 2.50% or 3.50%,
respectively, as specified in the New Credit Agreement. Borrowings by Newsday LLC under the New
Credit Agreement are guaranteed by CSC Holdings on a senior unsecured basis and certain of its
subsidiaries that own interests in Newsday LLC on a senior secured basis. The New Credit Agreement is
secured by a lien on the assets of Newsday LLC and Cablevision senior notes with an aggregate principal
amount of $753,717 owned by Newsday Holdings. In connection with the New Credit Agreement, the
Company incurred deferred financing costs of approximately $4,558, which are being amortized to
interest expense over the term of the New Credit Agreement.