8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

August 4, 2008 (July 29, 2008)

Date of Report (Date of earliest event reported)

TRIBUNE COMPANY

 (Exact name of registrant as specified in its charter)

Delaware	1-8572	36-1880355
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

435 North Michigan Avenue, Chicago, Illinois	60611
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  312-222-9100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry Into a Material Definitive Agreement

On the Closing Date of the Formation Agreement set forth in Item 8.01 below, Tribune and CSC Holdings entered into the Tax Matters Agreement pursuant to which, among other things, CSC Holdings, NMG Holdings and Newsday LLC agreed that they will indemnify Tribune for certain taxes incurred by Tribune if, prior to January 1, 2018, Newsday LLC sells or otherwise disposes of the Newsday Media Group Assets contributed by Tribune or fails to maintain outstanding indebtedness of $650 million for the first three years after the Closing Date, reducing to $530 million after the third year, and by $35 million each year thereafter until January 1, 2018 at which point such amount is reduced to $0.  The foregoing summary of the Tax Matters Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Tax Matters Agreement attached as Exhibit 10.1, which is incorporated by reference.

On the Closing Date of the Formation Agreement set forth in Item 8.01 below, Tribune, CSC Holdings and NMG Holdings also entered into the Indemnity Agreement pursuant to which, among other things, Tribune agreed to indemnify CSC Holdings and NMG Holdings with respect to any payments that CSC Holdings or NMG Holdings make under their guarantee of the Newsday LLC financing.  To the extent that Tribune makes any indemnification payments to CSC Holdings or NMG Holdings under the Indemnity Agreement, Tribune will be subrogated to all rights of CSC Holdings or NMG Holdings, as applicable, against Newsday LLC in respect of such indemnification payments.  From the Closing Date through the third anniversary of the Closing Date, the maximum amount of potential indemnification payments (the “Maximum Indemnification Amount”) is $650 million.  After the third year, the Maximum Indemnification Amount is reduced by $120 million, and each year thereafter by $35 million until January 1, 2018, at which point the Maximum Indemnification Amount is reduced to $0.  The foregoing summary of the Indemnification Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Indemnity Agreement attached as Exhibit 10.2, which is incorporated by reference.

The capitalized terms used herein, have the meanings set forth in Item 8.01 below.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information with respect to the Indemnity Agreement contained in Item 1.01 of this Form 8-K is hereby incorporated herein by reference.

Item 8.01  Other Events

On July 29, 2008 (the “Closing Date”), Tribune Company (“Tribune”) and Newsday, Inc., a New York corporation and a wholly-owned subsidiary of Tribune (“Newsday”), consummated the closing of the Formation Agreement (“Formation Agreement”) with CSC Holdings, Inc., a Delaware corporation (“CSC Holdings”), and NMG Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“NMG Holdings”), to form a new limited liability company (“Newsday LLC”).  Under the terms of the Formation Agreement, Tribune, through Newsday and other wholly-owned subsidiaries, contributed certain assets and related liabilities of the Newsday business (the “Newsday Media Group Assets”), and NMG Holdings contributed newly issued Senior Notes of Cablevision Systems Corporation (“Cablevision”) with a fair market value of $650 million on the Closing Date.

Also on the Closing Date, Newsday LLC borrowed $650 million under a new secured credit facility, and Tribune received $630 million in cash from the proceeds of that financing (which includes the $18 million of prepaid rent, as described below).  NMG Holdings also made capital contributions of $35 million in cash to Newsday LLC to pay certain transaction costs.

As a result of these transactions, CSC Holdings, through NMG Holdings, owns approximately 97% and Tribune, through Newsday, owns approximately 3% of the equity in Newsday LLC.  CSC Holdings has operational control of Newsday LLC.  The Newsday Media Group Assets were valued at $632 million in the transaction, and Tribune also received $18 million at closing as prepaid rent under certain leases of property used in the business, bringing the total transaction value to $650 million.

The debt securities contributed by NMG Holdings have terms which mirror Cablevision’s 8% Senior Notes due 2012.  Under the financing agreements for Newsday LLC, borrowings are guaranteed by CSC Holdings, Newsday Holdings LLC and NMG Holdings and secured by a lien on the assets of Newsday LLC, including the Cablevision Senior Notes contributed by NMG Holdings.  Newsday LLC is generally prohibited from using the proceeds received from any repayment of the Cablevision Senior Notes contributed by NMG Holdings to acquire non-publicly traded notes or debt instruments of Cablevision or CSC Holdings, and Newsday LLC is required under the financing agreements to maintain cash or cash equivalents or publicly traded notes or debt instruments of Cablevision or CSC Holdings with an aggregate principal amount that exceeds the then-outstanding borrowings by Newsday LLC.

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At any time after the tenth anniversary of the closing of the transaction and prior to the thirteenth anniversary of the closing, NMG Holdings has the right to purchase Newsday’s entire interest in Newsday LLC.  At any time after the thirteenth anniversary of the closing and on or prior to the date that is six months after such anniversary, Tribune has the right to require NMG Holdings to purchase Newsday’s entire interest in Newsday LLC.  In either case, the purchase price will be the fair market value of the interest.

The foregoing summary of the Formation Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Formation Agreement attached as Exhibit 99.1, which is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

10.1	Tax Matters Agreement, dated as of July 29, 2008, by and among CSC Holdings, Inc., NMG Holdings, Inc., Newsday Holdings, LLC, Tribune Company and Newsday, Inc.
10.2	Indemnity Agreement, dated as of July 29, 2008, by and among CSC Holdings, Inc., NMG Holdings, Inc., Tribune Company, Newsday Holdings LLC and Newsday LLC.
99.1	Formation Agreement, dated as of May 11, 2008, by and among Tribune Company, Newsday, Inc., CSC Holdings, Inc. and NMG Holdings, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2008.)

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SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRIBUNE COMPANY

(Registrant)

Dated: August 4, 2008	By:	/s/ David P. Eldersveld
		Name:	David P. Eldersveld
		Title:	Vice President/Deputy General Counsel and Secretary

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EX-10.1

Exhibit 10.1

Execution Copy

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (“Agreement”), dated as of July 29, 2008, is made by CSC Holdings, Inc., a Delaware corporation (“Cablevision”), NMG Holdings, Inc., a newly-formed Delaware corporation and a wholly-owned subsidiary of Cablevision (“Holdco”); Cablevision and Holdco are collectively referred to as “Cablevision Parties”), Newsday Holdings LLC, a Delaware limited liability company (the “Company”), Tribune Company, a Delaware corporation (“Tribune”) and Newsday, Inc., a New York corporation and direct wholly-owned subsidiary of Tribune.

WHEREAS, pursuant to the Formation Agreement, the Cablevision Parties, Tribune and certain affiliates of Tribune that are disregarded as entities separate from Tribune for Federal tax purposes have contributed certain assets to the Company (or its wholly owned subsidiaries that are disregarded as entities separate from the Company for Federal tax purposes) in exchange for membership interests in the Company;

WHEREAS, for Federal income tax purposes, it is intended that the foregoing contributions will be treated as tax-free contributions by the members to the Company of property under Section 721 of the Code in exchange for membership interests in the Company;

WHEREAS, pursuant to the Formation Agreement, the Company and the Cablevision Parties have agreed to make certain undertakings to Tribune as provided herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1.             Definitions.  All capitalized terms used and not otherwise defined in this Agreement shall have the meaning set forth in the Formation Agreement.  As used herein, the following terms have the following meanings:

“Code” means the Internal Revenue Code of 1986, as amended, and corresponding provisions of any successor law.

“Formation Agreement” means that certain Formation Agreement dated as of May 11, 2008, by and among the Cablevision Parties, Tribune, Newsday, Inc., the Company and Newsday LLC.

“Indemnitors” means the Company and the Cablevision Parties.

“Indirect Owner” means, in the case of a Protected Member that is an entity that is classified as a partnership, S corporation or disregarded entity for Federal income tax purposes, any person owning an equity interest in such Protected Member, and, in the case of any Indirect Owner that itself is an entity that is classified as a partnership, S corporation or disregarded entity for Federal income tax purposes, any person owning an equity interest in such entity.

“LLC Debt” means the Debt Financing and any Refinancing Debt.

“Make-Whole Payment” means a payment in an amount equal to the sum of the Base Amount and the Gross-Up Amount, as those terms are defined in Section 3 hereof.

“Melville Contribution Agreement” has the meaning set forth in that certain Melville Lease.

“Melville Debt Financing” has the meaning set forth in the Limited Liability Company Agreement of the Company.

“Melville Lease” has the meaning set forth in the Formation Agreement.

“Melville Real Property” has the meaning set forth in the Formation Agreement.

 “Membership Interests” means membership interests in the Company.

“Minimum Debt Amount” means, with respect to the periods set forth on Schedule A hereof, LLC Debt with an outstanding principal amount as set forth on Schedule A hereof.

“Newsday Assets” has the meaning set forth in the Formation Agreement.

“Protected Member” means Newsday, Inc., a New York corporation, Tribune and any permitted successors or assigns.

“Protected Period” means the period beginning on the Closing Date and ending on January 1, 2018.

“Protected Properties” means each of the Newsday Assets that was owned by Tribune and its Affiliates on December 31, 2007, and any property acquired by the Company or any entity in which the Company holds a direct or indirect interest in exchange for any such Protected Property that is “substituted basis property” as defined in Section 7701(a)(42) of the Code with respect to any such Protected Property.

“Refinancing Debt” means debt treated as indebtedness for Federal income tax purposes that meets all of the following conditions:  The debt is (i) allocable under the rules of Treasury Regulations Section 1.163-8T to payments discharging all or part of the Debt Financing or an earlier Refinancing Debt; (ii) owed by the Company (or an entity that is disregarded as an entity separate from the Company for Federal income tax purposes) to a person that is not related within the meaning of Treasury Regulations Section 1.752-4(b) to any Member of the Company, (iii) guaranteed by Cablevision (or a permitted successor to Cablevision’s interest in the Company) and/or one or more of its Affiliates and not by any other person, and (iv) is subject to an indemnification obligation substantially in the form of the Tribune Indemnification Agreement in favor of such guarantor(s).  Any indebtedness that would be Refinancing Debt but for Tribune’s breach of its obligation under Section 6 hereof shall constitute Refinancing Debt.

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“S corporation” has the meaning ascribed thereto in Section 1361(a)(1) of the Code.

“Special Distribution Amount” has the meaning set forth in the Formation Agreement.

“Treasury Regulations” means final and temporary regulations promulgated under the Code.

“Trigger Event” shall have the meaning set forth in Section 3(a) hereof.

2.             Restrictions on Triggering Tax Gain

(a)

(i)            At all times throughout the Protected Period, the Company agrees, for the benefit of each Protected Member and the Indirect Owners of such Protected Member, that neither the Company nor any entity in which the Company holds a direct or indirect interest will directly or indirectly sell, transfer, exchange, or otherwise dispose of any Protected Property in a taxable transaction for Federal income tax purposes (including for this purpose a transaction described in Section 704(c)(1)(B) or Section 737 of the Code).

(ii)           Section 2(a)(i) hereof shall not apply with respect to a sale, transfer, exchange or other disposition of Protected Property as a result of an involuntary conversion within the meaning of Section 1033 of the Code, and the Company shall have no obligation to replace such Protected Property in a manner that allows the gain to be deferred under section 1033 of the Code, but if such Protected Property is in fact replaced in a manner that would allow the gain to be deferred under Code Section 1033, the Company shall elect under Code Section 1033 to defer such gain.

(iii)          Section 2(a) (i) hereof shall not apply with respect to the sale, transfer, exchange or other disposition  of inventory or other assets in the ordinary course of operating the business of the Company and its Subsidiaries, provided that the total amount of “recognized built-in gain” (within the meaning of Section 1374(d)(3) of the Code) with respect to such dispositions (other than dispositions of inventory) excluded pursuant to this Section 2.1(a)(iii) shall not exceed One Million Dollars ($1,000,000) in any taxable year of the Company.

(b)           At all times throughout the Protected Period, the Company agrees, for the benefit of each Protected Member and the Indirect Owners of such Protected Member, to maintain, on a continuous basis, an amount of LLC Debt equal to the Minimum Debt Amount.

3.             Indemnity for Breach of Obligations Set Forth in Section 2

(a)

(i)            In the event that the Company breaches its obligation set forth in Section 2 hereof to any Protected Member or an Indirect Owner thereof (a Trigger Event”),

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Indemnitors shall be jointly and severally obligated to pay to such Protected Member and Indirect Owner as damages an amount (the “Base Amount”) equal to the aggregate Federal, state and local income taxes incurred by such Protected Member or Indirect Owner thereof as a result of the income and gain recognized by or allocated under Section 704(c) of the Code (to the extent based upon the difference between fair market value and adjusted basis of the Newsday Assets on the Closing Date, and without regard to income or gain in excess of such built-in gain) to such Protected Member or Indirect Owner thereof by reason of such Trigger Event plus an additional amount (the “Gross-Up Amount”) so that, after the payment by such Protected Member or Indirect Owner thereof of all taxes on amounts received pursuant to this Section 3(a), such Protected Member or Indirect Owner thereof retains an amount equal to the Base Amount.  In the event that Indemnitors become aware of a breach of Section 2 hereof with respect to the  Protected Member or an Indirect Owner thereof, Indemnitors shall promptly notify such Protected Member in writing of such Trigger Event and of the sales price or other amount realized for income tax purposes in connection therewith, or the amount by which the Minimum Debt Amount exceeded the outstanding principal amount of LLC Debt and shall provide the Protected Member with copies of all operative documents relating to the Trigger Event and such other relevant materials as may be reasonably requested by the Protected Member.

(ii)           Upon receipt of such notice, the Protected Member shall provide Indemnitors with any information reasonably requested by Indemnitors of the Protected Member (including information regarding Indirect Owners thereof) to enable Indemnitors to verify the computation of the Make-Whole Payment within thirty (30) days of such request.

(iii)          In addition, the Protected Member  shall prepare a computation of the Make-Whole Payment owing to such Protected Member or Indirect Owner under this Section 3, which computation shall be delivered to Indemnitors within sixty (60) days after the Protected Member receives notice of the breach pursuant to section 3(a)(i) hereof, but in no event earlier than thirty (30) days after the Indemnitors provide the Protected Member with any information previously reasonably requested by the Protected member.  Indemnitors shall make any required Make-Whole Payment owing to the Protected Member or Indirect Owner pursuant to this Section 3 no later than ten (10) days after delivery by the Protected Member of such computation, or if the Indemnitors do not agree with such computation, within ten (10) days after resolution of such disagreement pursuant to section 3(g) hereof.

(b)           For purposes of determining the amount of the Make-Whole Payment payable by Indemnitors:

(i)            In the case of a Protected Member or Indirect Owner that is an individual, (a) all income arising from a transaction or event that is treated as ordinary income under the applicable provisions of the Code and all payments under this Section 3 shall be treated as subject to Federal and New York state income tax at an effective tax rate imposed on ordinary income of nonresidents of New York State (and without regard to state-of-residence taxes), determined using the maximum Federal rate of tax on ordinary income and the maximum New York state rates of tax on ordinary income then in effect, adjusted to reflect the deductibility of state taxes for federal income tax purposes, (b) all other income arising from the

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transaction or event shall be subject to Federal and New York state income tax at the effective tax rate imposed on long-term capital gains of nonresidents of  New York State (and without regard to state-of-residence taxes), determined using the maximum Federal and New York State rates on long-term capital gains then in effect (including for this purpose with respect to any Code Section 1245 or 1250 recapture, the maximum rate imposed on such income), adjusted to reflect the deductibility of state taxes for federal income tax purposes, and (c) any amounts giving rise to a payment pursuant to section 3(a) hereof will be determined assuming that the Trigger Event was the only transaction or event reported on the Protected Member’s or Indirect Owner’s tax return (i.e., without giving effect to any loss carry forwards or other deductions attributable to such Protected Member or Indirect Owner).

(ii)           In the case of a Protected Member that is a partnership or disregarded entity for Federal income tax purposes, section 3(b)(i) hereof shall be applied treating each Indirect Owner of such partnership or disregarded entity as if it were directly a Protected Member, and in the case Protected Member or Indirect Owner that is a C corporation (within the meaning of Section 1361(a)(2) of the Code), section 3(b)(i) hereof shall be applied using the highest marginal rate of tax applicable to corporations for Federal income tax purposes and New York State corporate income or franchise tax purposes, adjusted to reflect the deductibility of state taxes for federal income tax purposes.

(c)           If a Trigger Event occurs in a taxable year for which Tribune is an S corporation (within the meaning of Section 1361(a)(1) of the Code):

(i)            The Base Amount payable to Tribune shall equal (a) the amount of “built-in gains tax” under Section 1374 of the Code and payable by Tribune as a result of such Trigger Event assuming the application of the highest Federal tax rates applicable to such gain and that Tribune’s “net recognized built-in gain” for such year equals the amount of “recognized built-in gain” triggered by such event plus, (b) any state tax payable as a result of such Trigger Event determined by applying a 6.5% state tax rate applicable to the amount of built-in gain as determined under Section 3(c)(i)(a) hereof and making the same assumption regarding the amount of “net recognized built-in gain.”

(ii)           No Gross-Up Amount shall be payable to the extent that the receipt of the Base Amount by Tribune does not give rise to “recognized built-in gain” under Section 1374 of the Code.

(iii)          The amount of any Make-Whole Payment payable to any shareholder or other Indirect Owner of Tribune shall be zero.

(iv)          For purposes of this section 3(c), Tribune shall be deemed to include any of its qualified subchapter S subsidiaries as defined in Section 1361(b)(3) of the Code.

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(d)           In the case of a Protected Member or Indirect Owner that is not an S corporation, the amount of the Make-Whole Payment shall be reduced by an amount equal to the present value (calculated using a discount rate of  ten percent (10%) per annum, compounded annually) as of the last day of the taxable year in which the additional tax liability is incurred of an amount equal to the Make-Whole Payment (determined without regard to this Section 3(d)) payable on the tenth anniversary of the date of this Agreement.

(e)           Notwithstanding anything to the contrary herein, if a Trigger Event occurs in a taxable year in which Tribune is not the sole Protected Member or is not an S corporation wholly-owned by one or more tax-exempt entities, the aggregate Make-Whole Payments made to all Protected Members and Indirect Owners shall not exceed the Make-Whole Payment that would have been due to Tribune if it were at all times the sole Protected Member and an S corporation wholly-owned by one or more tax-exempt entities.

(f)            The sole and exclusive rights and remedies of  a Protected Member (or Indirect Owner thereof) for a breach or violation of the covenants set forth in Section 2 shall be a claim for money indemnification against Indemnitors in the form of the Make-Whole Payment, computed as set forth in Section 3, and no Protected Member (or Indirect Owner) shall be entitled to pursue a claim for specific performance of the covenant set forth in Section 2 or bring a claim against any person that acquires a Protected Property from the Company in violation of Section 2.  No Protected Member or Indirect Owner shall have any right to indemnification by Indemnitors for taxes other than as provided in this Agreement.

(g)           If the Company has breached or violated the covenant set forth in Section 2 (or a Protected Member (or Indirect Owner thereof) asserts that the Company has breached or violated the covenant set forth in Section 2), Indemnitors  and the Protected Member agree to negotiate in good faith to resolve any disagreements regarding any such breach or violation and the amount of damages, if any, payable to such Protected Member or Indirect Owner under this Section 3, including the amount of built-in gain under Sections 1374 and 704(c) of the Code to report on the tax returns to be filed by the parties hereto as a result of the Trigger Event.  If any such disagreement as to tax and Make-Whole Payment calculations cannot be resolved by the Company and such Protected Member within thirty (30) days after the delivery by the Protected Member of the computation referred to in section 3(a)(iii) hereof, Indemnitors and the Protected Member shall jointly retain a nationally recognized independent public accounting firm (the “Accounting Firm”) to act as an arbitrator to resolve as expeditiously as possible all points of any such disagreement (including, without limitation, whether a breach of the covenant set forth in Section 2 hereof has occurred and, if so, the amount of Make-Whole Payment to which the Protected Member (or Indirect Owner thereof) is entitled as a result thereof, determined as set forth in this Section 3).  All determinations made by the Accounting Firm with respect to the resolution of any breach or violation of the covenant set forth in Section 2  hereof and the amount of damages payable to the Protected Member (or Indirect Owner thereof) under this Section 3 shall be final, conclusive and binding on Indemnitors and the Protected Member. The fees and expenses of the Accounting Firm incurred in connection with any such determination shall be borne by the Company.  In the event that Indemnitors and the Protected Member, each

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having acted in good faith and with its best efforts to select an Accounting Firm, are unable to retain an Accounting Firm within sixty (60) days after the thirty (30) day period mentioned above, then following the expiration of such sixty (60) day period, any disagreement may be settled in any court of competent jurisdiction, subject to Section 7 hereof.

4.             Section 704(c) Method; Nonrecourse Liability Allocation Method.  The Company shall use, and shall cause any other entity in which the Company has a direct or indirect interest to use the “remedial method” under Regulations Section 1.704-3(d) for purposes of making allocations under Section 704(c) of the Code with respect to each of the Newsday Assets pursuant to  Treasury Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(2)(iv)(g), and 1.704-3(a)(6).  Except as provided in the preceding sentence, the Company shall use, and shall cause any other entity in which the Company has a direct or indirect interest to use, any permissible method selected by the Cablevision Parties for purposes of making allocations under Section 704(c) of the Code with respect to all other property contributed to the Company and with respect to any revaluation of property (excluding the Newsday Assets) pursuant to Treasury  Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(2)(iv)(g), and 1.704-3(a)(6).  “Excess nonrecourse liabilities” within the meaning of Treasury  Regulations Section 1.752-3(a)(3) shall be allocated in accordance with Percentage Interests (as defined in the Company Operating Agreement).

5.             Certain Tax Reporting

(a)           For Federal, state and local income tax purposes, the Contributions to the Company pursuant to Section 1.1 of the Formation Agreement shall be reported by all parties hereto as nontaxable pursuant to Section 721(a) of the Code and the distribution of the Special Distribution Amount pursuant to Section 1.2 of the Formation Agreement shall be treated as a nontaxable distribution to a partner pursuant to Section 731 of the Code and Treasury Regulations Section 1.707-5(b) without separate disclosure pursuant to Section 6662(d)(2)(B)(ii) or any other provision of the Code or Treasury Regulations or similar provisions of state and local law except as required by a change in law after the date hereof.

(b)           Pursuant to Notice 89-35, 1989-1 C.B. 675, for purposes of applying the interest tracing rules of Treasury Regulations Section 1.163-8T, the Company shall treat the distribution of the Special Distribution Amount as being made from the proceeds of the Debt Financing. Interest expense on such proceeds shall be allocated in accordance with the general allocation rule of section V.A. of Notice 89-35.

(c)           Except with respect to any Refinancing Debt described in the last sentence of the definition of Refinancing Debt, all tax returns filed by the Company shall report the outstanding principal amount of all LLC Debt as a recourse liability allocable solely to the Protected Members except as required by a change in law after the date hereof.

(d)           As promptly as practicable after the date hereof, the parties shall cooperate in preparing schedules showing (i) the amount of net unrealized built-in gain within the meaning of Section 1374 of the Code with respect to the Protected Property as of December 31, 2007 and

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the allocation of such built-in gain among items of such Protected Property and (ii) the amount of built-in gain within the meaning of Section 704(c) of the Code with respect to the Newsday Assets as of Closing and the allocation of such built-in gain among the Newsday Assets.  The parties shall file their tax returns in a manner consistent with such schedule.

6.             Refinancing Debt.  Tribune shall enter into an indemnification obligation as described in paragraph (iv) of the definition of Refinancing Debt extending at least through the end of the Protected Period with respect to any indebtedness that meets the requirements of paragraphs (i) through (iii) of the definition of Refinancing Debt.

7.             Tax Contests

(a)           In the event that the Internal Revenue Service or any other tax authority asserts a claim or raises an issue in the course of an audit or other tax proceeding involving a Protected Member or Indirect Owner that could result in an obligation of Indemnitors to make a Make-Whole Payment (or increase the amount of any Make-Whole Payment), the Protected Member or Indirect Owner shall promptly notify Indemnitors.  Indemnitors shall have the right to contest, at their own expense, any such claim or issue through appropriate administrative and judicial proceedings, and the Protected Member or Indirect Owner shall cooperate with Indemnitors in connection with the conduct of any such contest and shall not settle or otherwise compromise such contest without the consent of Indemnitors.

In the event that the Internal Revenue Service or any other taxing authority makes a claim or raises an issue in any partnership-level audit or other proceeding of the Company which could result in disallowance of the tax treatment set forth in Section 5(a) hereof, the Company shall promptly notify Tribune.  Tribune shall have the right to contest, at its own expense, any such claim or issue through appropriate administrative or judicial proceedings, and the Indemnitors shall cooperate with Tribune in connection with the conduct of any such contest and shall not settle or otherwise compromise such contest without the consent of Tribune.

8.             Governing Law.  This Agreement and any disputes arising hereunder or controversies related hereto shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) to the extent they would result in the application of the laws of another jurisdiction.

9.             Submission to Jurisdiction; Consent to Service of Process

(a)           Any Action with respect to this Agreement, any matter arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts sitting in the state of Delaware.  By execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of such party’s property, generally and unconditionally, the sole and exclusive jurisdiction of the aforesaid courts and appellate courts thereof.  Each party hereto hereby irrevocably and unconditionally waives any objection which such party may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of

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or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law.  Notwithstanding anything in this Section 8(a) to the contrary, each party agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  For purposes of this Section 8, “Action” shall mean any pending action (at law or in equity), suit, arbitration, or proceeding.

(b)           Each of the parties hereto irrevocably consents to service of process in any of the aforementioned courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recongnized overnight delivery service, to such party at such party’s address referred to in Section 10.

10.           Entire Agreement; Amendments and Waivers.  This Agreement (including any the schedules and exhibits hereto) contains the entire agreement by and between the parties hereto with respect to the subject matter hereof and all prior negotiations, writings and understandings relating to the subject matter of this Agreement, are merged in and are superseded and cancelled by, this Agreement.  This Agreement may not be modified or amended except by an instrument or instruments in writing signed by Cablevision, Holdco, the Company and Tribune.  Any party hereto may, only by an instrument in writing, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with.  No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach.  The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.  In the event any provision in any other Transaction Agreement shall in any way conflict with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall control.

11.           Notices.  All notices and other communications hereunder will be in writing and given by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express or facsimile (or like transmission) with confirmation of transmission by the transmitting equipment or personal delivery against receipt to the party to whom it is given, in each case, at such party’s address or facsimile number set forth below or such other address or facsimile number as such party may hereafter specify by notice to the other parties hereto given in accordance herewith.  Any such notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted by facsimile or

9

like transmission (with confirmation of receipt), on the next Business Day when sent by overnight delivery services or five days after the date so mailed if by certified or registered mail.

If to the Cablevision Parties or the Company, to:

c/o Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY  11714
Facsimile No.:  (516) 803-2577
Attention:  General Counsel

With a copy (which shall not constitute notice) to:

Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York  10004
Facsimile No.: (212) 422-4726
Attention: Kenneth A. Lefkowitz

If to any of the Tribune Parties, to:

Tribune Company
435 North Michigan Avenue
Chicago, Illinois
Facsimile No.:  (312) 222-4206
Attention:  General Counsel

With a copy (which shall not constitute notice) to:

McDermott Will & Emery LLP
600 13th Street, N.W.
Washington, D.C. 20005
Facsimile No.:  (202) 756-8087
Attention:          Blake D. Rubin and
                            Andrea M. Whiteway

12.           Severability.  Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof, so long as the economic or legal substance of the transaction, contemplated by this Agreement is not affected in any manner materially adverse to any party; provided, however, that the parties will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.

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13.           Binding Effect; Third-Party Beneficiaries.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  This Agreement is not intended to confer upon any person not a party hereto (or their successors and permitted assigns), except with respect to Indirect Owners, who are intended third-party beneficiaries, any rights or remedies hereunder.  No Protected Member or Indirect Owner other than Tribune shall have any right under this Agreement (including any right to receive Make-Whole Payments) unless such Protected Member or Indirect Owner agrees in writing to be bound by all the provisions of this Agreement and all Protected Members (including Tribune) and Indirect Owners agree in writing upon the allocation among themselves of Make-Whole Payments in a manner consistent with Section 3(e).

14.           Assignment.  No party hereto may assign its rights or delegate its obligations hereunder, directly or indirectly (by operation of law or otherwise), without the prior written approval of the other parties hereto and any purported assignment or delegation in violation of this Agreement shall be null and void ab initio; provided however, that a permitted assignee or transferee of a Protected Member’s Membership Interest may be assigned such Protected Member’s rights under this Agreement without such prior written approval.  No transfer or assignment, whether permitted or otherwise, of any party’s Membership Interest shall operate to relieve any party of its obligations hereunder.

15.           Neutral Construction.  With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term of condition of this Agreement or any agreement or instrument subject hereto, no consideration will be given to which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.  Any reference to any law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

16.           Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, all of which shall be considered one and the same agreement, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties.  Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 16, provided that receipt of copies of such counterparts is confirmed.

17.           Waiver of Jury Trial.  EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.  . 

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THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

18.           Melville Real Property.  In the event that the Melville Real Property is contributed to the Company pursuant to the terms of the Melville Lease and the Melville Contribution Agreement, the Cablevision Parties and Tribune shall cooperate in good faith to amend this Agreement to provide that (i) the Melville Real Property is included as a Protected Property hereunder; (ii) subject to Section 18(iii) hereof, Tribune and the Cablevision Parties shall have rights and obligations with respect to the Melville Real Property that are identical to the rights and obligations that Tribune and the Cablevision Parties have with respect to Protected Property under this Agreement as of the date hereof, and (iii) the Minimum Debt Amount for the applicable period in which the closing on the contribution of the Melville Real Property occurs shall be increased by the amount of the Melville Debt Financing, and Schedule A shall be amended accordingly, and that Schedule A shall be amended to reflect reductions in the Minimum Debt Amount with respect to the Melville Debt Financing in an amount and on a schedule to be agreed upon by Tribune and Cablevision Parties, each in their sole discretion.

** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

CSC HOLDINGS, INC.
By:	/s/ Thomas M. Rutledge
	Name: Thomas M. Rutledge
	Title: Chief Operating Officer
NMG HOLDINGS, INC.
By:	/s/ Thomas M. Rutledge
	Name: Thomas M. Rutledge
	Title: Chief Operating Officer
NEWSDAY HOLDINGS LLC
By:	/s/ Thomas M. Rutledge
	Name: Thomas M. Rutledge
	Title: Chief Operating Officer
TRIBUNE COMPANY
By:	/s/ Chandler Bigelow III
	Name: Chandler Bigelow III
	Title: Authorized Officer
NEWSDAY, INC.
By:	/s/ Chandler Bigelow III
	Name: Chandler Bigelow III
	Title: Authorized Officer

[Signature Page to Tax Matters Agreement]

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Schedule A

Minimum Debt Amount

Period	Minimum Debt Amount
Period from Closing through Third Anniversary of Closing	$	650 Million
After Third Anniversary of Closing through Fourth Anniversary of Closing	$	530 Million
After Fourth Anniversary of Closing through Fifth Anniversary of Closing	$	495 Million
After Fifth Anniversary of Closing through Sixth Anniversary of Closing	$	460 Million
After Sixth Anniversary of Closing through Seventh Anniversary of Closing	$	425 Million
After Seventh Anniversary of Closing through Eighth Anniversary of Closing	$	390 Million
After Eighth Anniversary of Closing through Ninth Anniversary of Closing	$	355 Million
After Ninth Anniversary of Closing through January, 1, 2018	$	320 Million

EX-10.2

Exhibit 10.2

Execution Copy

INDEMNITY AGREEMENT

BY AND AMONG

CSC HOLDINGS, INC.,

NMG HOLDINGS, INC.,

NEWSDAY HOLDINGS LLC,

NEWSDAY LLC,

AND

TRIBUNE COMPANY

DATED AS OF JULY 29, 2008

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT is entered into as of July 29, 2008 (this “Agreement”), by and among CSC Holdings, Inc., a Delaware corporation (“CSC Holdings”), NMG Holdings, Inc., a Delaware corporation (“NMG”, collectively with CSC Holdings, the “Guarantors”), Tribune Company, a Delaware corporation (the “Indemnitor”), Newsday Holdings LLC, a Delaware limited liability company, and Newsday LLC, a Delaware limited liability company (together the “Joint Venture”).  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Formation Agreement.

W I T N E S S E T H:

WHEREAS, the Guarantors and the Indemnitor have entered into that certain Formation Agreement dated as of May 11, 2008 (the “Formation Agreement”) to create the Joint Venture for the primary purpose of owning and operating the Newsday Media Group and the Business and holding the Notes;

WHEREAS, in connection with the formation of the Joint Venture, the Joint Venture will obtain the Debt Financing to be used in part to pay the Special Distribution Amount, all in accordance with the terms set forth in the Formation Agreement;

WHEREAS, pursuant to the terms of the Debt Financing and as a requirement thereof and of the Formation Agreement, the Guarantors are each required to guaranty the Debt Financing (each, a “Guaranty”);

WHEREAS, the Indemnitor will derive substantial indirect benefit from the Joint Venture and the transactions contemplated by the Formation Agreement; and

WHEREAS, as a condition precedent to the Guarantors completing the transactions contemplated by the Formation Agreement, subject to the terms and conditions of this Agreement, the Indemnitor shall reimburse each Guarantor for payments made by such Guarantor under and in accordance with the terms of its respective Guaranty.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

INDEMNITY AND SUBROGATION

1.1The Indemnitor acknowledges, covenants and agrees that the Indemnitor shall reimburse each Guarantor for any payments made by such Guarantor in respect of principal, premium and interest on the Debt Financing under and in accordance with the terms of its respective Guaranty (the “Reimbursable Payments”); provided that in no event shall the Indemnitor be obligated to reimburse a Guarantor for any costs, fees, expenses, penalties,

charges or similar items paid or payable by such Guarantors in respect of the Debt Financing.  In the event a Guarantor makes any Reimbursable Payments, such Guarantor shall provide written notice to the Indemnitor, which notice shall indicate the amount of Reimbursable Payments made by such Guarantor and include reasonable verification of the Guarantor’s payment thereof (a “Reimbursement Notice”).  The Indemnitor shall reimburse such Guarantor for the Reimbursable Payments identified in a Reimbursement Notice (subject to any good faith dispute by the Indemnitor as to the nature or amount of such Reimbursable Payments) within 10 Business Days following the Indemnitor’s receipt of such Reimbursement Notice.  All payments to be made by the Indemnitor under this Agreement shall be made by wire transfer of immediately available funds to an account designated by the applicable Guarantor in the applicable Reimbursement Notice.

1.2The parties acknowledge and agree that each Guaranty shall include the provisions described on Exhibit A and shall only guarantee the Joint Venture’s obligations in respect of the Debt Financing.  The parties also acknowledge and agree that the Debt Financing may be amended, modified, restated or refinanced, in whole or in part, and that waivers and consents may be granted in connection with such financing.  The Parties acknowledge that the Joint Venture may incur debt on the Closing Date in addition to the Debt Financing.  The financing obtained on the Closing Date (including the Debt Financing) and any amendments, modifications, restatements, waivers and consents thereof, as well as any refinancings, in whole or in part, thereof is herein referred to as the “Joint Venture Financing”.

1.3To the extent that the Indemnitor shall have made any Reimbursable Payments, the Indemnitor shall be subrogated to, and shall step into the shoes of and acquire, all rights of the applicable Guarantor and all other creditors of the Joint Venture that are the beneficiaries of such Guarantor’s guarantee obligations (collectively, the “Creditors”) against the Joint Venture and all other JV Loan Parties (as defined below) in respect of any Reimbursable Payments; provided, however, that the Indemnitor shall be subrogated to the rights of the Creditors only to the extent (a) of the amount that has been paid by a Guarantor pursuant to its Guaranty and (b) that each Guarantor shall at such time be permitted to exercise its rights of subrogation against the Joint Venture, including after taking into account any limitations or restrictions contained in the Joint Venture Financing.  Upon the payment of any Reimbursable Payments by the Indemnitor under this Agreement, the Indemnitor shall have any and all rights against the Joint Venture or any other obligor under the Debt Financing that is a subsidiary of the Joint Venture (each, a “JV Loan Party”) that arise from the existence, payment, performance or enforcement of the Indemnitor’s obligations under or in respect of this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guarantors against the Joint Venture, any JV Loan Party, any guarantee or the Cablevision Notes and other assets securing the Joint Venture’s and any other JV Loan Party’s obligations under the Debt Financing (the “Collateral”), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Joint Venture or any JV Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right; provided, however, that the rights of

3

the Indemnitor against the Joint Venture or any JV Loan Party shall be subject to any limitations or restrictions on the applicable Guarantor contained in the applicable Guaranty.  For the avoidance of doubt, the Indemnitor shall have no right of subrogation or indemnification whatsoever, whether by contract, at law, in equity or otherwise, against a Guarantor with respect to any Reimbursable Payments.

1.4From time to time and without any additional consideration, the Guarantors shall use its reasonable best efforts to cooperate with the Indemnitor and shall execute and deliver (or cause to be executed and delivered) such agreements, documents and instruments and take (or cause to be taken) such other action as may be reasonably requested by the Indemnitor for the Indemnitor to effectuate its rights under Section 1.3 of this Agreement.

1.5The Joint Venture shall not, and the Guarantors shall cause the Joint Venture not to, increase the amount of the Reimbursable Payments hereunder by increasing the aggregate principal amount of the Debt Financing, it being understood and agreed that the amount of the Joint Venture Financing in place from time to time may exceed the amount of the Debt Financing.  Notwithstanding anything to the contrary in this Agreement, the maximum aggregate principal amount of the Joint Venture Financing that shall be indemnified by Indemnitor pursuant to this Agreement (based on the date when Reimbursable Payments are actually made) shall be as follows:

Period	Maximum Indemnity Amount
Period from Closing through third anniversary of Closing	$	650 Million
After third anniversary of Closing through fourth anniversary of Closing	$	530 Million
After fourth anniversary of Closing through fifth anniversary of Closing	$	495 Million
After fifth anniversary of Closing through sixth anniversary of Closing	$	460 Million
After sixth anniversary of Closing through seventh anniversary of Closing	$	425 Million
After seventh anniversary of Closing through eighth anniversary of Closing	$	390 Million
After eighth anniversary of Closing through ninth anniversary of Closing	$	355 Million
After ninth anniversary of Closing through January, 1, 2018	$	320 Million
After January, 1, 2018	$	0

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ARTICLE II

MISCELLANEOUS

2.1Neither Guaranty may be amended, modified or supplemented, and neither Guarantor may waive any rights that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of its Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification or any right to participate in any claim or remedy against the Joint Venture, any JV Loan Party or the Collateral (collectively, the “Subrogation Rights”), without the Indemnitor’s prior written consent; provided that if any such amendment, modification or supplement to a Guaranty does not materially adversely affect the Indemnitor or  the subrogation rights under such Guaranty, then such consent shall not be unreasonably withheld, it being understood and agreed that any amendment, modification or supplement to a Guaranty that does not increase the maximum amount of Reimbursable Payments or terminate, reduce, limit, restrict or otherwise impair the Subrogation Rights shall be deemed to be not materially adverse to the Indemnitor; provided, further, that any amendment, modification or supplement to the loan documentation (other than a Guaranty or any guaranty section of the principal credit facility) relating to the Joint Venture Financing shall not require the Indemnitor’s consent, except to the extent the Indemnitor has a right of consent under the Newco LLC Agreement.  The obligations of the Indemnitor under this Agreement shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, and no compromise, alteration, amendment, modification, extension, renewal, release or other change of, or waiver, consent, delay, omission, failure to act or other action with respect to, any liability or obligation under or with respect to, or of any of the terms, covenants or conditions of, a Guaranty or a Guarantor’s obligations thereunder shall in any way alter, impair or affect any of the obligations of the Indemnitor hereunder.  Without limiting the generality of the foregoing, the obligations of the Indemnitor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Indemnitor or the Guarantors have a knowledge thereof) which may or might in any manner or to any extent vary the risk of the Indemnitor or otherwise operate as a discharge of the Indemnitor as a matter of law or equity.

2.2Each reference herein to the Indemnitor shall be deemed to include the successors and assigns of the Indemnitor, all of whom shall be bound by the provisions of this Agreement; provided, however, that the Indemnitor shall not, without obtaining the prior written consent of the Guarantors (which consent shall not be unreasonably withheld, conditioned or delayed), assign or transfer this Agreement or the Indemnitor’s obligations and liabilities under this Agreement, in whole or in part, to any other person, party or entity.  Each reference herein to a Guarantor shall be deemed to include the successors and assigns of such Guarantor, all of whom shall be bound by the provisions of this Agreement; provided, however, that neither Guarantor shall, without obtaining the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld,

5

conditioned or delayed), assign or transfer this Agreement, its Guaranty or such Guarantor’s rights and obligations under this Agreement, in whole or in part, to any other Person.  This Agreement is not intended to confer upon any Person not a party hereto (or their successors and permitted assigns) any rights or remedies hereunder.

2.3The Indemnitor agrees that this Agreement shall continue to be effective, or if previously terminated as a result of the Indemnitor having fulfilled its obligations hereunder in full, or as a result of the Guarantors having released the Indemnitor from its obligations and liabilities hereunder, and shall without further act or instrument be reinstated and shall thereafter remain in full force and effect, in either case with the same force and effect as though such payment or portion thereof had not been made, and if applicable, as if such previous termination had not occurred, as the case may be, if at any time any payment or portion thereof is made by or on account of the Indemnitor to a Guarantor, and such payment is set aside by any court or trustee having jurisdiction as a voidable preference or fraudulent conveyance, rescinded or must otherwise be returned by a Guarantor upon insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting a Guarantor, all as though such payment had not been made.

2.4This Agreement may not be modified or amended except by an instrument or instruments in writing signed by each of the parties hereto.  Any party hereto may, only by an instrument in writing, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with.  No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach.  The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

2.5This Agreement and any disputes arising hereunder or controversies related hereto shall be governed by and construed in accordance with the laws of the State of Delaware that apply to contracts made and performed entirely within such state without regard to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) to the extent they would result in the application of the Laws of another jurisdiction.

2.6Any Action with respect to this Agreement or any matter arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts sitting in the State of Delaware.  By execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of such Person’s property, generally and unconditionally, the sole and exclusive jurisdiction of the aforesaid courts and appellate courts thereof.  Each party hereto irrevocably consents to service of process in any Action in any of the aforementioned courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 2.9.  Each party hereto hereby irrevocably

6

and unconditionally waives any objection which such Person may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable Law, not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by Law.  Notwithstanding anything in this Section 2.6 to the contrary, each party agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

2.7EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF AND THEREOF.  THE PARTIES AGREE THAT ANY SUCH ACTION OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

2.8This Agreement contains the entire agreement by and among the parties with respect to the subject matter hereof and all prior negotiations, writings and understandings relating to the subject matter of this Agreement (written or oral) are superseded and canceled by, this Agreement.

2.9All notices and other communications hereunder will be in writing and given by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express or facsimile (or like transmission) with confirmation of transmission by the transmitting equipment or personal delivery against receipt to the party to whom it is given, in each case, at such party’s address or facsimile number set forth below or such other address or facsimile number as such party may hereafter specify by notice to the other parties hereto given in accordance herewith.  Any such notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted by facsimile or like transmission (with confirmation of receipt), on the next Business Day when sent by overnight delivery services or five days after the date so mailed if by certified or registered mail.

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If to a Guarantor or to the Joint Venture, to:

Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY  11714
Fax No.:  (516) 803-2577
Attention:  General Counsel

with a copy to:

Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, NY  10004
Fax No.:  (212) 422-4726
Attention:  Kenneth A. Lefkowitz

and a copy to:

Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Fax No.: (212) 558-3588
Attention:  John P. Mead

If to the Indemnitor, to:

Tribune Company
435 North Michigan Avenue
Chicago, Illinois
Attention:  General Counsel
Fax No.:  (312) 222-4206

with a copy to:

McDermott Will & Emery LLP
600 13th Street, N.W.
Washington, D.C. 20005
Attention:  Blake D. Rubin and
                   Andrea M. Whiteway
Fax No.:  (202) 756-8087

2.10                                Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof, so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided, however, that the parties will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.

8

2.11                                With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

2.12                                This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties.  Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 2.12, provided that receipt of copies of such counterparts is confirmed.

[The next page is the signature page]

9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

CSC HOLDINGS, INC.		TRIBUNE COMPANY
By:	/s/ Thomas M. Rutledge	By:	/s/ Chandler Bigelow III
	Name: Thomas M. Rutledge		Name: Chandler Bigelow III
	Title: Chief Operating Officer		Title: Authorized Officer
NEWSDAY HOLDINGS LLC
By:	/s/ Thomas M. Rutledge
	Name: Thomas M. Rutledge
	Title: Chief Operating Officer
NEWSDAY LLC
By:	/s/ Thomas M. Rutledge
	Name: Thomas M. Rutledge
	Title: President

[Signature Page to Indemnity Agreement]

NMG HOLDINGS, INC.

By:	/s/ Kevin Watson
	Name: Kevin Watson
	Title: SVP & Treasurer

[Signature Page to Indemnity Agreement]

EXHIBIT A

Form of Guaranty

The Guaranty shall:

·be a guarantee of payment and not collection;

·be unconditional and irrevocable;

·be for the full amount of the Debt Financing;

·recognize that the Guarantor has subrogation rights subject to standard provisions regarding subordination and restrictions on exercise; and

·include other customary terms and conditions.

The parties hereto will use their reasonable efforts to cause the definitive loan documentation relating to the Debt Financing to provide that, to the extent the Indemnitor shall have made any Reimbursable Payments, the lenders under the Debt Financing will, after such Debt Financing is fully satisfied in cash and the first lien security interest of the lenders in all of the collateral has been released, assign to the Indemnitor, without recourse or representation of any kind, their remaining rights in a specified portion of the collateral (such collateral to be determined by CSC Holdings and the lenders in their sole discretion).  The Indemnitor’s rights in any such collateral will be on a second-priority basis.  Notwithstanding the foregoing, the Tribune Parties acknowledge and agree that any such changes to the Debt Financing will require the approval of Bank of America (and any lenders who are parties to the definitive loan documentation) in their sole discretion.  In addition, in no event shall the provisions contemplated by this paragraph require the Cablevision Parties to accept any terms or conditions in the definitive loan documentation that are less favorable than the terms and conditions set forth in the Commitment Letters.