RE: SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE
12, 1998 (THE "CREDIT AGREEMENT"), AMONG CLEARVIEW CINEMA
GROUP, INC., A DELAWARE CORPORATION (THE "BORROWER"), THE
PROVIDENT BANK ("PROVIDENT"), AS AGENT FOR THE LENDERS
THEREUNDER, AND THE BANKS AND LENDING INSTITUTIONS SET FORTH
THEREIN (THE "LENDERS").
Dear Sirs:
We refer to our discussions of a proposed merger (the "Merger") of the
Borrower and a wholly owned Delaware subsidiary ("Merger Sub") of Cablevision
Systems Corporation ("Parent"), the details of which are to be publicly
announced in the near future. It is anticipated that the Merger will be
documented by a merger agreement between Parent, Merger Sub and the Borrower
dated at or about the date hereof (the "Merger Agreement"). After giving effect
to merger as contemplated by the Merger Agreement, the Borrower will no longer
be a public company, and all of the outstanding capital stock of the Borrower
will be indirectly owned by Parent. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Credit
Agreement.
The Borrower requests that Provident on behalf of itself and the other
Lenders, agrees with us to waive any violation of Section 6.4, Section 8.1 or
Section 9.1(K) of the Credit Agreement that might otherwise be deemed to exist
solely as a result of the execution, delivery or performance of the Merger
Agreement, the completion of the merger of the Borrower with Merger Sub or as a
result of the Borrower becoming an indirect wholly-owned subsidiary of Parent as
a result of the merger.
Except as otherwise provided herein, the Credit Agreement and each other
Loan Document shall remain in full force and effect.
