INDEMNITY AGREEMENT

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

1.1          The 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.

1.2          The 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 ”.

1.3          To 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

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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.

1.4          From 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.

1.5          The 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:

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ARTICLE II

MISCELLANEOUS

2.1                                  Neither 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 supplem