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


 


1.1         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 


 


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.


 


1.4         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:


 


	
  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

  	
   

  



 


4

















 


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 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.


 


2.2         Each 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.


 


2.3         The 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.


 


2.4         This 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.


 


2.5         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 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.


 


2.6         Any 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.


 


2.7         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 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.


 


2.8         This
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.


 


2.9         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
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.


 


7

















 


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.