Exhibit 10.22


 


WAIVER



dated as of April 1, 2004



to



SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT



dated as of June 26, 2001


 


CSC
HOLDINGS, INC., a Delaware corporation (the “Company”), the Restricted
Subsidiaries (as defined in the Credit Agreement referred to below) that are
parties to such Credit Agreement, the lenders that are parties to such Credit
Agreement (the “Banks”) and TORONTO DOMINION (TEXAS), INC., as
Administrative Agent (the “Administrative Agent”), agree as follows:


 


ARTICLE I



WAIVER


 


Upon and after the Waiver Effective Date (as defined in Section 3.5
hereof), the Majority Banks hereby waive compliance with Section 9.22 of
the Credit Agreement with respect to, but only with respect to, the requirement
that the Non-Recurring Charges (as defined below) in a total amount of up to
$21,500,000 to be taken by the Company during the calendar quarter ending March 31,
2004 be annualized in the calculation of Annualized Operating Cash Flow for any
period ending on or after March 31, 2004. 
For the avoidance of doubt, the parties hereby confirm that, with
respect to Section 3.03 and all other provisions of the Credit Agreement,
there is no waiver of compliance with the requirement that the Non-Recurring
Charge be annualized in the calculation of Annualized Operating Cash Flow.  For purposes of this Waiver, “Non-Recurring
Charges” shall mean (i) the one time net charges taken in March of
2004 in connection with the YES Network arbitration award in the amount not in
excess of $12,000,000 and (ii) the one time charges taken in the first
quarter of 2004 in connection with the retirement of two senior executives in
the amount not in excess of $9,500,000.


 


ARTICLE II



REPRESENTATIONS AND WARRANTIES


 


Section 2.1.           Representations and Warranties.  Each of the Company and the Restricted
Subsidiaries that are parties to the Credit Agreement represents and warrants
as follows:


 


 





















 


(a)          Credit
Agreement Representations and Warranties. 
Each
representation and warranty made by the Company and such Restricted Subsidiaries
in the Credit Agreement is true and correct at and as of the date hereof,
except to the extent that such representation and warranty expressly relates to
an earlier date.


 


(b)         No Default.  No Default or Event of
Default shall have occurred and be continuing both before and after giving
effect to this Waiver.


 


Section 2.2.           Survival.  Each of the foregoing representations and
warranties shall be made at and as of the Waiver Effective Date and shall
constitute a representation and warranty of the Company and the Restricted
Subsidiaries made under the Credit Agreement and it shall be an Event of
Default if any such representation and warranty shall prove to have been
incorrect or misleading in any material respect when made.  Each of the representations and warranties
made under the Credit Agreement (and including those representations and
warranties made herein) shall survive and not be waived by the execution and
delivery of this Waiver.


 


ARTICLE III



MISCELLANEOUS


 


Section 3.1.           Governing Law.  This Waiver shall be construed in accordance
with and governed by the laws of the State of New York.


 


Section 3.2.           Counterparts.  This Waiver may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same
instrument.


 


Section 3.3.           Expenses.  The Company hereby agrees to pay or reimburse
the Administrative Agent for all reasonable fees and expenses, including
attorneys’ fees, incurred in connection with the negotiation, preparation,
execution and delivery of this Waiver.


 


Section 3.4.           Continued Effectiveness.  The Credit Agreement as modified by this
Waiver is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.


 


Section 3.5.           Waiver Effective Date.  This Waiver shall become effective as of the
date first written above (the “Waiver Effective Date”) on the first date
when this Waiver shall have been duly executed and delivered by the Company,
each of the Restricted Subsidiaries that are parties to the Credit Agreement,
the Administrative Agent and the Majority Banks.


 


[THE REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK]


 


2





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed
as of the day and year first above written.


 


 


	
   

  	
  CSC HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF CONNECTICUT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  AREA 9 CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  FAIRFIELD CORPORATION

  
	
   

  	
   

  
	
   

  	
  COMMUNICATIONS DEVELOPMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS DUTCHESS

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS EAST HAMPTON

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS GREAT NECK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS HUNTINGTON

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS ISLIP CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS LONG ISLAND

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS SUFFOLK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS WESTCHESTER

  CORPORATION

  



 





















 


	
   

  	
  CABLEVISION OF
  CLEVELAND G.P., INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  CLEVELAND L.P., INC.

  
	
   

  	
   

  
	
   

  	
  TELERAMA, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF THE MIDWEST HOLDING

  CO., INC.

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION
  - NY, INC.

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION
  - MA, INC.

  
	
   

  	
   

  
	
   

  	
  A-R CABLE
  SERVICES - NY, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  LIGHTPATH, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF BROOKLINE,
  INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS BROOKLINE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  ARSENAL MSUB 2,
  INC.

  
	
   

  	
   

  
	
   

  	
  PETRA
  CABLEVISION CORPORATION

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  SAMSON
  CABLEVISION CORP.

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE OF
  SMITHTOWN, INC.

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE OF
  SHELTER ISLAND, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS NEW YORK CITY

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  WAPPINGERS FALLS, INC.

  



 





















 


	
   

  	
  CABLEVISION OF
  BROOKHAVEN, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF SOUTHERN WESTCHESTER,

  INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  OAKLAND, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  PATERSON, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  ROCKLAND/RAMAPO, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  WARWICK, INC.

  
	
   

  	
   

  
	
   

  	
  MONTAGUE CABLE
  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  CSC TKR, INC.

  
	
   

  	
   

  
	
   

  	
  CSC TKR I, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION MFR,
  INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  MONMOUTH, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  HUDSON COUNTY, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  NEW JERSEY, INC.

  
	
   

  	
   

  
	
   

  	
  CSC GATEWAY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  LITCHFIELD, INC.

  
	
   

  	
   

  
	
   

  	
  151 S. FULTON
  STREET CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  of each of the above-named corporations

  



 





















 


	
   

  	
  CSC GATEWAY
  CORPORATION

  CABLEVISION OF NEW JERSEY, INC.,

  each a General Partner of Cablevision of Newark

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  NEW JERSEY, INC.

  CSC GATWEWAY CORPORATION

  each a General Partner of Cablevision of Newark

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS BROOKLINE

  CORPORATION

  Managing General Partner of Cablevision of Ossining, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION AREA
  9 CORPORATION,

  General Partner of Cablevision of Connecticut, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  CLEVELAND G.P., INC.,

  General Partner of Cablevision of Cleveland, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  FAIRFIELD CORPORATION,

  General Partner of Cablevision Systems of Southern

  Connecticut, L.P.

  
	
   

  	
   

  
	
   

  	
  CSC TKR, INC.,

  General Partner of KRC/CCC Investment Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
    of each of
  the above corporate general partners

  



 





















 


	
   

  	
  TORONTO DOMINION (TEXAS), INC., as

  Administrative Agent and a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  FLEET NATIONAL BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  CREDIT LYONNAIS NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  DRESDNER BANK AG, NEW YORK AND GRAND

  CAYMAN BRANCHES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  SOCIETE GENERALE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BANK ONE, NA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  MELLON BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  SUMITOMO MITSUI BANKING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  NATEXIS BANQUES POPULAIRES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  CREDIT INDUSTRIEL ET COMMERCIAL

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: