Timesharing Agreement – Corporate Jet – Cablevision Systems Corp.

TIME SHARING AGREEMENT

THIS TIME SHARING AGREEMENT is entered into effective as of the 1st day of
February, 2012, by and between CSC TRANSPORT IV, INC. (“CSC”), a Delaware
corporation with a place of business at 8000 Republic Airport Hangar 5,
Farmingdale, New York 11735 (“Lessor”), and DAVID G. ELLEN, with a mailing
address at 1111 Stewart Avenue, Bethpage, NY 11714 (“Lessee”).

W I T N E S S
E T H:

WHEREAS, CSC is the lessee and the operator of a Gulfstream Aerospace G-V
aircraft, manufacturer153s serial number 639, United States registration N501CV
(the “Aircraft”); and

WHEREAS, Lessor employs a fully-qualified and credentialed flight crew to
operate the Aircraft; and

WHEREAS, Lessor has agreed to lease the Aircraft, with flight crew, to Lessee
on a “time sharing” basis as defined in Section 91.501(c)(1) of the Federal
Aviation Regulations (“FAR”) upon the terms and subject to the conditions set
forth herein;

NOW, THEREFORE, in consideration of the foregoing premises, and the covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, Lessor and Lessee,
intending to be legally bound, hereby agree as follows:

1. Lease of Aircraft. Lessor agrees to lease the Aircraft to Lessee
pursuant to the provisions of FAR Section 91.501(b)(6) and Section 91.501(c)(1)
and this Agreement, and to provide a fully-qualified and credentialed flight
crew for all flights to be conducted hereunder during the Term (as defined in
Section 13) hereof. The parties acknowledge and agree that this Agreement did
not result in any way from any direct or indirect advertising, holding out or
soliciting on the part of Lessor or any person purportedly acting on behalf of
Lessor. Lessor and Lessee intend that the lease of the Aircraft effected by this
Agreement shall be treated as a “wet lease” pursuant to which Lessor provides
transportation services to Lessee in accordance with FAR Section 91.501(b)(6)
and Section 91.501(c)(1).

2. Payment for Use of Aircraft. Lessee shall pay Lessor the following
actual expenses of each flight conducted under this Agreement (i.e. non-business
flights for which reimbursement is required in accordance with Lessor153s
policies), not to exceed the maximum amount legally payable for such flight
under FAR Section 91.501(d)(1)-(10):

(a)

fuel, oil, lubricants and other additives;

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(b)

travel expenses of crew, including food, lodging and ground transportation;

(c)

hangar and tie-down costs away from the Aircraft’s base of operation;

(d)

additional insurance obtained for the specific flight at the request of Lessee;

(e)

landing fees, airport taxes and similar assessments;

(f)

customs, foreign permit and similar fees directly related to the flight;

(g)

in-flight food and beverages;

(h)

in-flight telecommunication expenses;

(i)

passenger ground transportation; and

(j)

flight planning and weather contract services.

3. Operational Control of Aircraft. Lessor and Lessee intend and agree
that on all flights conducted under this Agreement, Lessor shall have complete
and exclusive operational control over the Aircraft, its flight crews and
maintenance, and complete and exclusive possession, command and control of the
Aircraft. Lessor shall have complete and exclusive responsibility for
scheduling, dispatching and flight following of the Aircraft on all flights
conducted under this Agreement, which responsibility includes the sole and
exclusive right over initiating, conducting and terminating such flights. Lessee
shall have no responsibility for scheduling, dispatching or flight following on
any flight conducted under this Agreement, nor any right over initiating,
conducting or terminating any such flight. Nothing in this Agreement is intended
or shall be construed so as to convey to Lessee any operational control over, or
possession, command and control of, the Aircraft, all of which are expressly
retained by Lessor.

4. Scheduling.

(a) Lessee will provide Lessor with requests for flight time and proposed
flight schedules as far in advance of any given flight as possible. Lessee or
the designated authorized representative(s) of Lessee shall submit scheduling
requests under this Agreement to the designated authorized representative(s) of
Lessor. Requests for flight time shall be in such form (whether oral or written)
mutually convenient to, and agreed upon by, the parties. In addition to proposed
schedules and flight times, Lessee shall upon request provide Lessor with the
following information for each proposed flight prior to scheduled departure: (i)
proposed departure point; (ii) destination; (iii) date and time of flight; (iv)
the number of anticipated passengers; (v) the nature and extent of luggage to be
carried; (vi) the date and time of a return flight, if any; and (vii) any other
pertinent information concerning the proposed flight that Lessor or the flight
crew may request.

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(b) Subject to Aircraft and crew availability and to any usage limitations
established by Lessor, Lessor shall use its good faith efforts, consistent with
Lessor153s approved policies, in order to accommodate the needs of Lessee, to
avoid conflicts in scheduling, and to enable Lessee to enjoy the benefits of
this Agreement; however, Lessee acknowledges and agrees that notwithstanding
anything in this Agreement to the contrary, (i) Lessor shall have sole and
exclusive final authority over the scheduling of the Aircraft; and (ii) the
needs of Lessor for the Aircraft shall take precedence over Lessee153s rights and
Lessor153s obligations under this Agreement.

(c) Although every good faith effort shall be made to avoid its occurrence,
any flight scheduled under this Agreement is subject to cancellation by either
party without incurring liability to the other party. In the event that
cancellation is necessary, the canceling party shall provide the maximum notice
practicable.

5. Billing. Lessor shall pay all expenses relating to the operation of
the Aircraft under this Agreement (in accordance with Section 2 hereof) on a
monthly basis. As soon as possible after the end of each monthly period during
the Term, Lessor shall provide to Lessee an invoice showing all use of the
Aircraft by Lessee under this Agreement during that month and a complete
accounting detailing all amounts payable by Lessee pursuant to Section 2 for
that month, including such detail supporting all expenses paid or incurred by
Lessor for which reimbursement is sought as Lessee may reasonably request.
Lessee shall pay all amounts due to Lessor under this Section 5 not later than
30 days after receipt of the invoice therefor.

6. Maintenance of Aircraft. Lessor shall be solely responsible for
securing maintenance, preventive maintenance and inspections of the Aircraft
(utilizing an inspection program listed in FAR Section 91.409(f)), and shall
take such requirements into account in scheduling the Aircraft hereunder.

7. Flight Crew.

(a) Lessor shall employ or engage and pay all salaries, benefits and/or
compensation for a fully-qualified flight crew with appropriate credentials to
conduct each flight undertaken under this Agreement. Lessor may use temporary
flight crewmembers for a flight under this Agreement only if any such temporary
crewmember is FlightSafety (or SimuFlite) trained, is current on the Aircraft
and satisfies all of the requirements and conditions under the insurance
coverage for the Aircraft. All flight crewmembers shall be included on any
insurance policies that Lessor is required to maintain hereunder.

(b) The qualified flight crew provided by Lessor shall exercise all of its
duties and responsibilities with regard to the safety of each flight conducted
hereunder in accordance with applicable FAR153s. The Aircraft shall be operated
under the standards and policies established by Lessor. Final authority to
initiate or terminate each flight, and otherwise to decide all matters relating
to the safety of any given flight or requested flight, shall rest with the
pilot-in-command of that flight. The flight crew may, in its sole discretion,
terminate any flight, refuse to commence any flight, or take any other action
that, in the judgment of the pilot-in-command, is necessitated by considerations
of safety. No such termination or refusal to commence by the pilot-in-command
shall create or support any liability for loss, injury, damage or delay in favor
of Lessee or any other person. Lessor shall not be liable to Lessee or any other
person for loss, injury or damage occasioned by the delay or failure to furnish
the Aircraft and flight crew pursuant to this Agreement for any reason.

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8.

Insurance.

(a) At all times during the Term of this Agreement, Lessor shall maintain at
its sole cost and expense (i) comprehensive aircraft and liability insurance
against bodily injury and property damage claims, including, without limitation,
contractual liability, premises damage, personal property liability, personal
injury liability, death and property damage liability, public and passenger
legal liability coverage, in an amount not less than $100,000,000 for each
single occurrence and (ii) hull insurance for the full replacement cost of the
aircraft.

(b) Any policies of aircraft and liability insurance carried in accordance
with this Section 8 and any policies taken out in substitution or replacement of
any such policies (i) shall name Lessee and his employees, agents, licensees,
servants and guests as additional insured; (ii) shall provide for 30 days
written notice to Lessee by such insurer of cancellation, change, non-renewal or
reduction (seven days in the case of war risk and allied perils coverage or such
shorter period as is customarily available in the industry); (iii) shall provide
that in respect of the interests of Lessee in such policies, the insurance shall
not be invalidated by any action or inaction of Lessor regardless of any breach
or violation of any warranties, declarations or conditions contained in such
policies by or binding upon Lessor; and (iv) shall permit the use of the
Aircraft by Lessor for compensation or hire to the extent permitted under
applicable law. Each such policy shall be primary insurance, not subject to any
co-insurance clause and shall be without right of contribution from any other
insurance.

(c) Lessor shall use reasonable commercial efforts to provide such additional
insurance coverage for specific flights under this Agreement, if any, as Lessee
may request in writing. Lessee also acknowledges that any trips scheduled to the
European Union may require Lessor to purchase additional insurance to comply
with local regulations. The cost of all additional flight-specific insurance
shall be borne by Lessee as set forth in Section 2(d) hereof.

(d) Each party agrees that it will not do any act or voluntarily suffer or
permit any act to be done whereby any insurance required hereunder shall or may
be suspended, impaired or defeated. In no event shall Lessor suffer or permit
the Aircraft to be used or operated under this Agreement without such insurance
being fully in effect.

(e) Lessor shall ensure that worker153s compensation insurance with all-states
coverage is provided for the Aircraft153s crew and maintenance personnel.

(f) Lessor shall deliver certificates of insurance to Lessee with respect to
the insurance required or permitted to be provided by it hereunder not later
than the first flight of the Aircraft under this Agreement and upon the renewal
date of each policy.

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9. Taxes. Lessee shall be responsible for paying, and Lessor shall be
responsible for collecting from Lessee and paying over to the appropriate
authorities, all applicable Federal transportation taxes and sales, use or other
excise taxes imposed by any governmental authority in connection with any use of
the Aircraft by Lessee hereunder. Each party shall indemnify the other party
against any and all claims, liabilities, costs and expenses (including
attorney153s fees as and when incurred) arising out of its breach of this
undertaking.

10. Lessee’s Representations and Warranties. Lessee represents and
warrants that:

(a) He will not use the Aircraft for the purposes of providing transportation
of passengers or cargo in air commerce for compensation or hire or for common
carriage.

(b) He shall refrain from incurring any mechanic153s or other liens in
connection with inspection, preventive maintenance, maintenance or storage of
the Aircraft, and shall not attempt to convey, mortgage, assign, lease or in any
way alienate the Aircraft or create any kind of lien or security interest
involving the Aircraft or do anything or take any action that might mature into
such a lien.

(c) He shall not lien or otherwise encumber or create or place any lien or
other encumbrance of any kind whatsoever, on or against the Aircraft for any
reason. He also will ensure that no liens or encumbrances of any kind whatsoever
are created or placed against the Aircraft for claims against Lessee or by
Lessee.

(d) He will abide by and conform to all laws, governmental and airport
orders, rules and regulations, as shall be imposed upon the lessee of an
aircraft under a time sharing agreement, and applicable company policies of
Lessor.

11. Lessor’s Representations and Warranties. Lessor represents and
warrants that it will abide by and conform to all such laws, governmental and
airport orders, rules and regulations, as shall from time to time be in effect
relating in any way to the operation and use of the Aircraft pursuant to this
Agreement.

12. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, LESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO THE AIRCRAFT, INCLUDING ANY WITH RESPECT TO ITS CONDITION,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INCIDENTIAL,
CONSEQUENTIAL OR SPECIAL DAMAGES, HOWEVER ARISING.

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13. Term. The term of this Agreement (the “Term”) shall commence on
the effective date hereof and, unless terminated in accordance with the
provisions hereof, shall remain in full force in effect for an initial term
ending on December 31, 2012 and thereafter shall automatically renew for
successive one-year terms. Notwithstanding the foregoing, either party shall
have the right to terminate this Agreement for any reason or no reason by
written notice given to the other party not less than 30 days prior to the
proposed termination date.

14. Limitation of Liability. Lessee, for himself and on behalf of his
agents, guests, invitees, licensees, servants and employees, covenants and
agrees that the insurance described in Section 8 hereof shall be the sole
recourse for any and all liabilities, claims, demands, suits, causes of action,
losses, penalties, fines, expenses or damages, including attorneys fees, court
costs and witness fees, attributable to the use, operation or maintenance of the
Aircraft pursuant to this Agreement or performance of or failure to perform any
obligation under this Agreement.

15. Relationship of Parties. Lessor is strictly an independent
contractor lessor/provider of transportation services with respect to Lessee.
Nothing in this Agreement is intended, nor shall it be construed so as, to
constitute the parties as partners or joint venturers or principal and agent.
All persons furnished by Lessor for the performance of the operations and
activities contemplated by this Agreement shall at all times and for all
purposes be considered Lessor153s employees or agents.

16. Governing Law; Severability. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of New York, without
regard to its choice of law rules. If any provision of this Agreement conflicts
with any statute or rule of law of the State of New York, or is otherwise
unenforceable, such provision shall be deemed null and void only the extent of
such conflict or unenforceability, and shall be deemed separate from, and shall
not invalidate, any other provision of this Agreement.

17. Amendment. This Agreement may not be amended, supplemented,
modified or terminated, or any of its terms varied, except by an agreement in
writing signed by each of the parties hereto.

18. Counterparts. This Time Sharing Agreement may be executed in
counterparts, each of which shall, for all purposes, be deemed an original and
all such counterparts, taken together, shall constitute one and the same
agreement, even though all parties may not have executed the same counterpart.
Each party may transmit its signature by facsimile, and such faxed signature
shall have the same force and effect as an original signature.

19. Successors and Assigns. This Time Sharing Agreement shall be
binding upon the parties hereto, and their respective heirs, executors,
administrators, other legal representatives, successors and assigns, and shall
inure to the benefit of the parties hereto, and, except as otherwise provided
herein, to their respective heirs, executors, administrators, other legal
representatives, successors and permitted assigns. Lessee agrees that he shall
not directly or indirectly sublease, assign, transfer, pledge or hypothecate
this Agreement or any part hereof (including any assignment or transfer pursuant
to the laws of intestacy) without the prior written consent of Lessor, which may
be given or withheld by Lessor in its sole and absolute discretion.

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20. Notices. All notices or other communications delivered or given
under this Agreement shall be in writing and shall be deemed to have been duly
given if hand-delivered, sent by certified or registered mail, return receipt
requested, or nationally-utilized overnight delivery service, or confirmed
facsimile transmission, as the case may be. Such notices shall be addressed to
the parties at the addresses set forth above, or to such other address as may be
designated by any party in a writing delivered to the other in the manner set
forth in this Section 20. In the case of notices to Lessor, a copy of each such
notice shall be sent to Cablevision Systems Corporation, 1111 Stewart Avenue,
Bethpage, New York 11714, attention: General Counsel. Notices sent by certified
or registered mail shall be deemed received three business days after being
mailed. All other notices shall be deemed received on the date delivered.
Routine communi -cations may be made by e-mail or fax to the ad -dresses set forth
therein.

21. Truth-in-Leasing Compliance. Lessor, on behalf of the Lessee,
shall (i) mail a copy of this Agreement to the Aircraft Registration Branch,
Technical Section, of the FAA in Oklahoma City within 24 hours of its execution;
(ii) notify the Farmingdale Flight Standards District Office at least 48 hours
prior to the first flight by Lessor under this Agreement of the registration
number of the Aircraft, and the location of the airport of departure and
departure time of the first flight; and (iii) carry a copy of this Agreement
onboard the Aircraft at all times when the Aircraft is being operated under this
Agreement.

22. TRUTH IN LEASING STATEMENT UNDER FAR SECTION 91.23:

(A) LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN MAINTAINED AND
INSPECTED UNDER FAR PART 91 DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF
EXECUTION OF THIS AGREEMENT. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN
COMPLIANCE WITH THE MAINTENANCE AND INSPECTION REQUIREMENTS OF FAR PART 91 FOR
ALL OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

(B) CSC TRANSPORT IV, INC., 8000 REPUBLIC AIRPORT, HANGAR 5, FARMINGDALE, NEW
YORK 11735, HEREBY CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF
THE AIRCRAFT FOR ALL OPERATIONS UNDER THIS AGREEMENT.

(C) EACH PARTY HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR
COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

(D) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF THE FACTORS BEARING ON
OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE
OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

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IN WITNESS WHEREOF, Lessor and Lessee have executed this Time Sharing
Agreement effective as of the date first above written.

	LESSOR:
	CSC TRANSPORT IV, INC.
	By:	/s/ James Nuzzo
	Name:	James Nuzzo
	Title:	EVP, Business Planning
	LESSEE:
	/s/ David G. Ellen
	David G. Ellen

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