DEBT | DEBT CSC Holdings Credit Facilities In connection with the Cablevision Acquisition, in October 2015, Finco, a wholly-owned subsidiary of the Company, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 (the “CVC Term Loan Facility”, and the term loans extended under the CVC Term Loan Facility, the “CVC Term Loans”) and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,300,000 (the “CVC Revolving Credit Facility” and, together with the Term Loan Facility, the “CVC Credit Facilities”), which are governed by a credit facilities agreement entered into by, inter alios , CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified on June 20, 2016, June 21, 2016, July 21, 2016, September 9, 2016, December 9, 2016 and March 15, 2017, respectively, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Facilities Agreement”). The amendment to the CVC Credit Facilities Agreement entered into on March 15, 2017 (“Extension Amendment”) increased the Term Loan by $500,000 to $3,000,000 and the maturity date for this facility was extended to July 17, 2025. The closing of the Extension Amendment occurred in April 2017 and the proceeds were used to refinance the entire $2,493,750 principal amount of existing Term Loans and redeem $500,000 of the 8.625% Senior Notes due September 2017 issued by Cablevision. In connection with the Extension Amendment and the redemption of the senior notes, the Company recorded a loss on extinguishment of debt and write-off of deferred financings costs aggregating $18,976 . During the six months ended June 30, 2017, CSC Holdings borrowed $725,000 under its revolving credit facility ( $500,000 was used to make cash distributions to its shareholders) and made repayments aggregating $250,000 with cash on hand. In July 2017, CSC Holdings borrowed $125,000 under its revolving credit facility. Under the Extension Amendment, the Company is required to make scheduled quarterly payments equal to 0.25% (or $7,500 of the principal amount of the Term Loan, with the remaining balance scheduled to be paid on July 17, 2025, beginning with the fiscal quarter ending September 30, 2017. The CVC Credit Facilities permit CSC Holdings to request revolving loans, swing line loans or letters of credit from the revolving lenders, swingline lenders or issuing banks, as applicable, thereunder, from time to time prior to November 30, 2021, unless the commitments under the CVC Revolving Credit Facility have been previously terminated. Loans comprising each eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is: • in respect of the CVC Term Loans, (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum, and • in respect of the CVC Revolving Credit Facility loans (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum. The CVC Credit Facilities Agreement requires CSC Holdings to prepay outstanding CVC Term Loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) commencing with the fiscal year ending December 31, 2017, a pari ratable share (based on the outstanding principal amount of the Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio of CSC Holdings is less than or equal to 4.5 to 1. The obligations under the CVC Credit Facilities are guaranteed by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries and certain excluded subsidiaries) (the “Initial Guarantors”) and, subject to certain limitations, will be guaranteed by each future material wholly-owned restricted subsidiary of CSC Holdings. The obligations under the CVC Credit Facilities (including any guarantees thereof) are secured on a first priority basis, subject to any liens permitted by the Credit Facilities, by capital stock held by CSC Holdings or any guarantor in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations. The CVC Credit Facilities Agreement includes certain negative covenants which, among other things and subject to certain significant exceptions and qualifications, limit CSC Holdings' ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness, (ii) make investments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances; and (viii) engage in mergers or consolidations. In addition, the CVC Revolving Credit Facility includes a financial maintenance covenant solely for the benefit of the lenders under the CVC Revolving Credit Facility consisting of a maximum consolidated net senior secured leverage ratio of CSC Holdings and its restricted subsidiaries of 5.0 to 1.0. The financial covenant will be tested on the last day of any fiscal quarter, but only if on such day there are outstanding borrowings under the CVC Revolving Credit Facility (including swingline loans but excluding any cash collateralized letters of credit and undrawn letters of credit not to exceed $15,000 ). The CVC Credit Facilities Agreement also contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the CVC Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the CVC Credit Facilities and all actions permitted to be taken by a secured creditor. CSC Holdings was in compliance with all of its financial covenants under the CVC Credit Facilities as of June 30, 2017 . Cequel Credit Facilities On June 12, 2015, Altice US Finance I Corporation entered into a senior secured credit facility which currently provides term loans in an aggregate principal amount of $1,265,000 (the “Cequel Term Loan Facility” and the term loans extended under the Cequel Term Loan Facility, the “Cequel Term Loans”) and revolving loan commitments in an aggregate principal amount of $350,000 (the “Cequel Revolving Credit Facility” and, together with the Cequel Term Loan Facility, the “Cequel Credit Facilities”) which are governed by a credit facilities agreement entered into by, inter alios, Altice US Finance I Corporation, certain lenders party thereto and JPMorgan Chase Bank, N.A. (as amended, restated, supplemented or otherwise modified on October 25, 2016, December 9, 2016 and March 15, 2017, and as further amended, restated, supplemented or modified from time to time, the “Cequel Credit Facilities Agreement”). The amendment to the Cequel Credit Facilities Agreement entered into on March 15, 2017 (“Cequel Extension Amendment”) increased the Term Loan by $450,000 to $1,265,000 and the maturity date for this facility was extended to July 28, 2025. The closing of the Extension Amendment occurred in April 2017 and the proceeds were used to refinance the entire $812,963 principal amount of loans under the Term Loan and redeem $450,000 of the 6.375% Senior Notes due September 15, 2020. In connection with the Cequel Extension Amendment and the redemption of the senior notes, the Company recorded a loss on extinguishment of debt and write-off of deferred financings costs aggregating $28,684. Under the Cequel Extension Amendment, the Company is required to make scheduled quarterly payments equal to 0.25% (or $3,163 ) of the principal amount of the Cequel Term Loan, with the remaining balance scheduled to be paid on July 28, 2025, beginning with the fiscal quarter ending September 30, 2017. Loans comprising each eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is: • in respect of the Cequel Term Loans, (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum, and • in respect of Cequel Revolving Credit Facility loans (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum. The Cequel Credit Facilities Agreement requires Altice US Finance I Corporation to prepay outstanding Term Loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) a pari ratable share (based on the outstanding principal amount of the Cequel Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Cequel Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio is less than or equal to 4.5 :1. The debt under the Cequel Credit Facility is secured by a first priority security interest in the capital stock of Suddenlink and substantially all of the present and future assets of Suddenlink and its restricted subsidiaries, and is guaranteed by Cequel Communications Holdings II, LLC, a subsidiary of Cequel (the "Parent Guarantor"), as well as all of Suddenlink’s existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Cequel Credit Facilities Agreement. The Cequel Credit Facilities Agreement contains customary representations, warranties and affirmative covenants. In addition, the Cequel Credit Facilities Agreement contains restrictive covenants that limit, among other things, the ability of Suddenlink and its subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments or loans, engage in transactions with affiliates, pay dividends, and make acquisitions and dispose of assets. The Cequel Credit Facilities Agreement also contains a maximum senior secured leverage maintenance covenant of 5.0 times EBITDA as defined in the Cequel Credit Facilities Agreement. Additionally, the Cequel Credit Facilities Agreement contains customary events of default, including failure to make payments, breaches of covenants and representations, cross defaults to other indebtedness, unpaid judgments, changes of control and bankruptcy events. The lenders’ commitments to fund amounts under the revolving credit facility are subject to certain customary conditions. As of June 30, 2017 , Cequel was in compliance with all of its financial covenants under the Cequel Credit Facilities Agreement. The following table provides details of the Company's outstanding credit facility debt (net of unamortized financing costs and unamortized discounts): Carrying Amount (a) Maturity Date Interest Rate Principal June 30, 2017 December 31, 2016 CSC Holdings Restricted Group: Revolving Credit Facility (b) $20,000 on October 9, 2020, remaining balance on November 30, 2021 4.50% $ 650,256 $ 622,829 $ 145,013 Term Loan Facility July 17, 2025 3.46% 3,000,000 2,983,199 2,486,874 Cequel: Revolving Credit Facility (c) November 30, 2021 — — — — Term Loan Facility July 28, 2025 3.47% 812,963 1,265,000 0.00003982 1,256,661 812,903 $ 4,915,256 4,862,689 3,444,790 Less: Current portion 42,650 33,150 Long-term debt $ 4,820,039 $ 3,411,640 (a) The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums. (b) At June 30, 2017 , $91,273 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,558,471 of the facility was undrawn and available, subject to covenant limitations. (c) At June 30, 2017 , $16,575 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $333,425 of the facility was undrawn and available, subject to covenant limitations. Senior Guaranteed Notes and Senior Notes and Debentures The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures: Interest Rate Principal Amount Carrying Amount (a) Issuer Date Issued Maturity Date June 30, 2017 December 31, 2016 CSC Holdings (b)(f) February 6, 1998 February 15, 2018 7.875 % $ 300,000 $ 305,850 $ 310,334 CSC Holdings (b)(f) July 21, 1998 July 15, 2018 7.625 % 500,000 514,838 521,654 CSC Holdings (c)(f) February 12, 2009 February 15, 2019 8.625 % 526,000 547,630 553,804 CSC Holdings (c)(f) November 15, 2011 November 15, 2021 6.750 % 1,000,000 955,805 951,702 CSC Holdings (c)(f) May 23, 2014 June 1, 2024 5.250 % 750,000 655,256 650,193 CSC Holdings (e) October 9, 2015 January 15, 2023 10.125 % 1,800,000 1,776,278 1,774,750 CSC Holdings (e)(k) October 9, 2015 October 15, 2025 10.875 % 2,000,000 1,971,393 1,970,379 CSC Holdings (e) October 9, 2015 October 15, 2025 6.625 % 1,000,000 986,078 985,469 CSC Holdings (g) September 23, 2016 April 15, 2027 5.500 % 1,310,000 1,304,241 1,304,025 Cablevision (c)(f) September 23, 2009 September 15, 2017 8.625 % 400,000 403,493 926,045 Cablevision (c)(f) April 15, 2010 April 15, 2018 7.750 % 750,000 760,944 767,545 Cablevision (c)(f) April 15, 2010 April 15, 2020 8.000 % 500,000 490,455 488,992 Cablevision (c)(f) September 27, 2012 September 15, 2022 5.875 % 649,024 565,594 559,500 Cequel and Cequel Capital Senior Notes (d) Oct. 25, 2012 Dec. 28, 2012 September 15, 2020 6.375 % 1,050,000 1,023,771 1,457,439 Cequel and Cequel Capital Senior Notes (d) May 16, 2013 Sept. 9, 2014 December 15, 2021 5.125 % 1,250,000 1,127,096 1,115,767 Altice US Finance I Corporation Senior Secured Notes (h) June 12, 2015 July 15, 2023 5.375 % 1,100,000 1,081,157 1,079,869 Cequel and Cequel Capital Senior Notes (i) June 12, 2015 July 15, 2025 7.750 % 620,000 603,635 602,925 Altice US Finance I Corporation Senior Notes (j) April 26, 2016 May 15, 2026 5.500 % 1,500,000 1,487,471 1,486,933 $ 17,005,024 16,560,985 17,507,325 Less: Current portion 1,781,549 926,045 Long-term debt $ 14,779,436 $ 16,581,280 (a) The carrying amount of the notes is net of the unamortized deferred financing costs and/or discounts/premiums. (b) The debentures are not redeemable by CSC Holdings prior to maturity. (c) Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date. (d) The Company may redeem some or more of all the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest. (e) The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any. The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a “make whole” premium specified in the relevant indenture plus accrued and unpaid interest. (f) The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788 ). (g) The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any. In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500% , plus accrued and unpaid interest. (h) Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375% . (i) Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750% . (j) Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500% . (k) In July 2017, the Company used approximately $350,120 of the proceeds from the IPO to fund the redemption of $315,779 principal amount of CSC Holdings senior notes due October 2025, and the related call premium of approximately $34,341 . The indentures under which the senior notes and debentures were issued contain various covenants. The Company was in compliance with all of its financial covenants under these indentures as of June 30, 2017 . Notes Payable to Affiliates and Related Parties On June 21, 2016, in connection with the Cablevision Acquisition, the Company issued notes payable to affiliates and related parties aggregating $1,750,000 , of which $875,000 bore interest at 10.75% and were due on December 20, 2023 and $875,000 bore interest at 11% and were due on December 20, 2024. As discussed in Note 1, in connection with the Company's IPO, the Company converted the notes payable to affiliates and related parties (together with accrued and unpaid interest of $529 and applicable premium of $513,723 ) into shares of the Company’s common stock at the IPO price. The premium was recorded as a loss on extinguishment of debt on the Company's statement of operations for the three and six months ended June 30, 2017. In connection with the conversion of the notes, the Company recorded a credit to paid in capital of $2,264,252 . For the three and six months ended June 30, 2017, the Company recognized $42,817 and $90,405 , respectively, of interest expense related to these notes prior to their conversion. Summary of Debt Maturities The future maturities of debt payable by the Company under its various debt obligations outstanding as of June 30, 2017 , including notes payable, collateralized indebtedness (see Note 10), and capital leases, are as follows: Years Ending December 31, Cablevision Cequel Total 2017 $ 749,636 $ 6,728 $ 756,364 2018 1,593,481 13,040 1,606,521 2019 562,207 12,830 575,037 2020 530,305 1,062,713 1,593,018 2021 3,139,894 1,262,723 4,402,617 Thereafter 10,058,245 4,429,003 14,487,248 |