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.