Exhibit 10.7


 


CSC TRANSPORT IV, INC.


8000 Republic Airport, Hangar 5


Farmingdale, New York 11797


 


	
   

  	
  March 15,
  2005

  



 


Sterling Aviation LLC


340 Crossways Drive


Woodbury, New York 11797


 


Re:  Interchange Agreement


 


Gentlemen:


 


This
letter sets forth our mutual understandings regarding the Interchange Agreement
(as amended, the “Agreement”) dated as of March 1, 2002 between CSC
Transport IV, Inc. (“CSC”) and Sterling Aviation LLC (“Counterparty”). Capitalized
terms used but not defined in this letter agreement have the same meanings as
in the Agreement.


 


WHEREAS,
as provided herein, the parties have agreed to extend the Term of the Agreement
beyond its scheduled expiration date on December 14, 2004;


 


WHEREAS,
through December 14, 2004, CSC has used substantially more hours (“Excess
Hours”) on the Counterparty Aircraft than Counterparty has used on the CSC
Aircraft;


 


WHEREAS,
CSC has previously paid Counterparty for the Excess Hours incurred prior to
calendar year 2004 and would now be required to pay Counterparty for the Excess
Hours incurred in 2004, in each case at rates calculated in accordance with the
Agreement and applicable Federal Aviation Regulations;


 


WHEREAS,
in order to induce CSC to extend the Term of the Agreement on the terms hereof,
Counterparty has agreed to (i) refund to CSC the $375,173 net amount paid
by CSC as the Reconciliation Amount for Excess Hours incurred prior to 2004, (ii) waive
CSC’s obligation to pay Counterparty the $370,025 that is currently due to
Counterparty as the Reconciliation Amount for 2004, and (iii) significantly
reduce the number of Excess Hours that CSC would owe to Counterparty under the
Agreement after such refund by 40.1 hours;


 


WHEREAS,
the terms hereof are consistent with the intent of the Agreement to allow the
parties to make their respective aircraft available to one another on an
hour-for-hour basis and to pay for such hours in kind (rather than in cash);
and


 


WHEREAS,
it is in the best interests of CSC to extend the Agreement on the terms hereof;


 

















 


NOW,
THEREFORE, CSC and Counterparty hereby agree as follows:


 


1.                                       Counterparty
shall promptly refund to CSC $375,173, which is the net Reconciliation Amount
paid by CSC to Counterparty for 2002 and 2003. CSC shall have no obligation to
pay Counterparty the $370,025 Reconciliation Amount that would, but for this
letter agreement, have been payable by CSC as the Reconciliation Amount for
2004.


 


2.                                       As
of the effective date of this letter agreement, Counterparty no longer operates
the Counterparty Aircraft. As a result, and in view of the significant number
of Excess Hours owing by CSC to Counterparty, Counterparty shall no longer have
any obligation to CSC to lease the Counterparty Aircraft to CSC pursuant to the
Agreement.


 


3.                                       CSC
shall continue to make the CSC Aircraft available to Counterparty in accordance
with the Agreement until the expiration of the Term (as extended pursuant to Section 4
below). Counterparty acknowledges and agrees that CSC may also make
available, in lieu of the CSC Aircraft, the Gulfstream GIV-SP aircraft, s/n
1230, previously operated by Counterparty as the Counterparty Aircraft under
the Agreement. The parties hereby agree that the number of Excess Hours
available as of the effective date of this letter agreement shall be reduced to
273.1 hours.


 


4.                                       Unless
sooner terminated in accordance with its terms, the parties hereby agree that
the Term of the Agreement shall continue in full force and effect until the
date earliest to occur on which (i) CSC has provided all of the remaining
Excess Hours to Counterparty in accordance with the Agreement, (ii) either
party, in its respective sole discretion, terminates the Agreement on not less
than five business days written notice to the other, or (iii) CSC no
longer owns or operates a Gulfstream GV or Gulfstream GIV-SP aircraft.


 


5.                                       As
required by Section 14 of the Agreement (as modified by this letter
agreement), upon any termination of the Agreement, CSC shall pay to
Counterparty the Reconciliation Amount for any then remaining Excess Hours at
$2,729 per hour. CSC shall have no obligation to make any payments to
Counterparty in respect of Excess Hours except as provided herein.


 


6.                                       As
required by Section 2(c) of the Agreement, the aggregate Expense
Differential due from Counterparty to CSC for 2004 is $15,518.90 ($311/hour
Expense Differential x 49.9 exchanged hours). Counterparty agrees to pay such
amount to CSC promptly after execution of this letter agreement. Counterparty
also agrees, to the extent CSC continues to satisfy the Excess Hours through
use by Counterparty of the CSC Aircraft (as opposed to the Gulfstream GIV-SP),
to reimburse CSC annually for the additional incurred Expense Differential at
$311 per such hour.


 


7                                          This
letter agreement shall become effective as of December 14, 2004, subject
to the prior approval of the independent directors of Cablevision Systems
Corporation.


 


(signature page follows)


 

















 


If the
foregoing terms accurately reflect your understanding, please so indicate by
signing in the space provided below.


 


 


	
   

  	
  Sincerely yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CSC TRANSPORT IV, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas M.
  Rutledge

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Thomas M.
  Rutledge

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Chief Operating
  Officer

  	
   

  
	
   

  	
   

  	
  Date: 

  	
  May 2, 2005

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed to and
  accepted effective

  as of the date set forth above:

  	
   

  
	
   

  	
   

  
	
  STERLING
  AVIATION, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ William Frewin, Jr

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  William Frewin,
  Jr.

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  Manager

  	
   

  	
   

  
	
   

  	
  Date: 

  	
  March 15, 2005