UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 817, 2013

CABLEVISION SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

No. 1-14764

No. 11-3415180

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

CSC HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware

No. 1-9046

No. 27-0726696

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1111 Stewart Avenue

Bethpage, New York

11714

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (516) 803-2300

N/A

(Former name or former address, if changed since last report)

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:

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

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

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

¨	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.

~~Cablevision~~On ~~Systems Corporation (the “Company”) has entered into an employment agreement with Kristin A. Dolan. The employment agreement with Ms.~~April ~~Dolan provides for her employment as President~~17, ~~Optimum Services~~2013, ~~through~~CSC ~~December 31~~Holdings, ~~2017.~~LLC As(“CSC ~~President~~Holdings”), ~~Optimum~~and ~~Services,~~certain ~~Ms. Dolan’s~~of ~~responsibilities~~its ~~and~~subsidiaries ~~authority~~(the ~~will~~“Restricted ~~include~~Subsidiaries”) ~~leading~~entered ~~Broadband~~into ~~Product~~a ~~Management,~~new ~~Video~~Credit ~~Product Management~~Agreement, ~~Marketing~~dated ~~and~~as ~~Advertising,~~of ~~Sales~~April 17, ~~Strategic~~2013 ~~Product~~(the ~~Development~~“New ~~and~~Credit ~~Strategic~~Agreement”), ~~Market~~among ~~Analysis~~CSC ~~for~~Holdings, the ~~Company’s~~Restricted ~~residential~~Subsidiaries ~~and~~parties ~~commercial Optimum products and services. The employment agreement provides for a base salary of $1~~thereto,~~000,000~~ ~~(subject to annual review and potential increase in~~ the ~~discretion~~Lenders ofparties ~~the~~thereto, ~~Compensation Committee)~~ and anBank ~~annual target bonus equal to at least 100%~~ of ~~her~~America, ~~annual~~N.A., ~~base~~as ~~salary~~Administrative inAgent, ~~the~~Collateral ~~discretion~~Agent ofand ~~the~~L/C ~~Compensation Committee~~Issuer. ~~She~~The ~~will also be entitled to participate in future~~New ~~long-term~~Credit ~~cash~~Agreement ~~and~~refinances ~~equity programs~~ and ~~arrangements~~replaces ~~that are made available to Similarly Situated Executives of~~ the ~~Company.~~existing ~~“Similarly~~credit ~~Situated~~agreement, ~~Executives”~~dated ~~are~~as ~~the Chief Financial Officer and other Senior Executive Vice Presidents or Vice Chairmen~~ of ~~the Company. In calendar year 2014~~February 24, ~~and in each successive year during the term~~2006, ~~Ms. Dolan~~as ~~will~~first beamended ~~entitled to receive one or more long-term cash~~ and~~/or~~ ~~equity~~restated ~~awards~~in ~~with~~its anentirety ~~aggregate~~as ~~target value~~ of ~~not less than $1~~May 27,~~000,000,~~ ~~as determined~~2009 byand ~~the~~further ~~Compensation~~amended ~~Committee~~and restated in its ~~discretion.~~entirety ~~The employment agreement anticipates that~~ as ~~part~~ of ~~each~~April 13, 2010 ~~annual~~(as ~~review~~amended byand ~~the Compensation Committee~~restated, ~~Ms. Dolan will receive~~ the ~~same~~“2006 ~~percentage~~Credit ~~increase~~Agreement”), ifamong ~~any,~~CSC ~~in base salary~~Holdings, ~~annual~~ ~~target~~the ~~bonus~~Restricted ~~and/or~~Subsidiaries ~~aggregate~~parties ~~long-term~~thereto, ~~incentive award target value that is granted by~~ the ~~Compensation~~lenders ~~Committee~~parties tothereto, ~~other~~and ~~Similarly~~Bank ~~Situated~~of ~~Executives~~America, N.A., ~~Under~~as ~~the~~Administrative ~~employment agreement~~Agent, ~~Ms. Dolan~~Collateral ~~continues~~Agent toand beL/C ~~eligible to participate~~Issuer. inCapitalized ~~the~~terms ~~Company’s~~used ~~standard~~herein ~~employee~~and ~~benefits~~not ~~program,~~otherwise ~~subject~~defined tohave ~~meeting~~ the ~~relevant~~meanings ~~eligibility~~given ~~requirements,~~to ~~payment~~them ofin ~~required premiums, and~~ the ~~terms~~New ofCredit ~~the plans~~Agreement. ~~Ms. Dolan will also be eligible for all perquisites made available to Similarly Situated Executives.~~

IfIn ~~Ms. Dolan’s~~connection ~~employment~~ with the New ~~Company~~Credit isAgreement, ~~terminated~~the ~~prior~~2006 toCredit ~~December 31,~~Agreement ~~2017~~was ~~(the “Scheduled~~terminated. ~~Expiration~~At ~~Date”) (i) by~~ the ~~Company~~time ~~without~~when ~~Cause,~~the or2006 ~~(ii) by~~Credit ~~her~~Agreement ~~for~~was ~~Good~~terminated ~~Reason~~and ~~(if~~the ~~Cause~~New ~~does~~Credit ~~not~~Agreement ~~exist),~~became ~~then~~effective, ~~subject~~there towere ~~her~~outstanding ~~execution~~under ofthe a2006 ~~separation~~Credit ~~agreement~~Agreement ~~with~~no ~~the~~revolving ~~Company~~credit loans, ~~the~~$908.2 ~~Company~~billion ~~will~~of ~~provide~~term ~~her~~A ~~with the~~loans ~~following~~and ~~benefits~~$2.324 ~~and~~billion ~~rights:~~of term B loans.

The New Credit Agreement provides for (1) a Revolving Credit Facility of $1.50 billion, (2) a Term A ~~severance~~Facility ~~payment~~of inapproximately an$958.5 ~~amount~~million ~~equal~~and (3) a Term B Facility of approximately $2.350 billion, each subject to ~~two~~adjustment ~~times~~from time to time in accordance with the ~~sum~~terms of ~~her~~the ~~annual~~New ~~base~~Credit Agreement. ~~salary~~Immediately following the closing of the New Credit Agreement there were outstanding thereunder approximately $958.5 million of Term A Loans and ~~her~~$2.350 ~~annual~~billion ~~target~~of ~~bonus~~Term B Loans. No amounts were drawn under the Revolving Credit Facility. In addition, ~~60%~~the ofNew ~~which~~Credit ~~shall~~Agreement beprovides ~~payable~~for Extended Facilities and Additional Facilities, as described below, subject to ~~her~~an aggregate Maximum Facilities Limit on all Facilities (including the ~~six-month~~Revolving ~~anniversary~~Credit ofFacility, ~~her~~the ~~termination~~Term ~~date~~A Facility and the ~~40%~~Term ofB ~~which~~Facility ~~shall~~described beabove ~~payable~~and any Extended Facilities and Additional Facilities) equal to ~~her~~the ongreater of (1) $4.8085 billion and (2) an amount such that the ~~twelve-month~~Senior ~~anniversary~~Secured ofLeverage ~~her~~Ratio ~~termination~~would ~~date;~~not exceed 3.50 to 1.00.

~~(b)~~Under Athe ~~prorated~~New ~~annual~~Credit ~~bonus~~Agreement, ~~for~~commitments under the ~~year~~Revolving inCredit ~~which~~Facility ~~such~~expire ~~termination~~on ~~occurred~~April 17, ~~payable~~2018, at the ~~same~~Term ~~time~~A asLoans ~~such~~amortize quarterly ~~bonuses~~in ~~are~~accordance ~~paid~~with totheir ~~Similarly~~terms ~~Situated~~from ~~Executives~~September 30, ~~and~~2014 ~~based~~through April 17, 2018 with a final Maturity Date on ~~her~~April 17, ~~then~~2018, ~~current~~and ~~annual~~the ~~target~~Term ~~bonus~~B asLoans ~~well~~amortize asquarterly ~~Company~~in ~~and~~accordance ~~her~~with ~~business~~their ~~unit~~terms ~~performance~~from asSeptember 30, ~~determined~~2013 through byApril 17, 2020 ~~the~~with ~~Company~~a final Maturity Date on April 17, 2020. Unless earlier terminated in ~~its~~accordance ~~sole~~with ~~discretion~~the terms of the New Credit Agreement, ~~but~~all ~~without~~the ~~adjustment~~Facilities ~~for~~terminate ~~her~~on ~~individual~~their ~~performance~~final Maturity Dates, ~~plus~~other than any Additional ~~unpaid~~Facilities ~~annual~~or ~~bonus~~Extended ~~for~~Facilities that may be entered into in the ~~year~~future ~~prior~~under tothe terms of the ~~year~~New inCredit Facility and which will terminate on the date specified in the respective supplements or agreements establishing such facilities. The New Credit Agreement provides for issuance of letters of credit in an aggregate amount of up to $150 million. Letters of credit outstanding under the 2006 Credit Agreement at the time of its termination ~~occurred;~~were continued under the New Credit Agreement. Loans under the 2006 Credit Agreement and the New Credit Agreement are direct obligations of CSC Holdings, guaranteed by most of the Restricted Subsidiaries and secured by the pledge of the stock and other security interests of most of the Restricted Subsidiaries under a pledge agreement dated as of April 17, 2013 (the “Pledge Agreement”) among CSC Holdings, certain subsidiaries of CSC Holdings, as Pledgors and Bank of America, N.A., as Secured Party.

~~(c)~~Loans ~~Each~~under ~~of her outstanding long-term cash awards will immediately vest in full (whether or not subject to performance criteria) and shall be payable to her at~~ the ~~same~~New ~~time~~Credit asAgreement ~~such~~bear ~~awards~~interest ~~are paid to active employees of the Company and the payment amount of such award shall be to the same extent that other Similarly Situated Executives receive payment~~ as ~~determined~~follows: by the Compensation Committee (subject to satisfaction of any applicable performance criteria), provided that any more favorable provisions of her existing award agreements will apply to the treatment of such awards following a “going private transaction” (as defined in the award agreements) and provided, further, that following a “change of control” (as defined in the award agreements), her outstanding awards shall be paid at such time as such awards are paid to active employees of the Company, if such time is earlier than they otherwise would have been paid to her;

~~(d)~~• ~~Each~~Revolving ofCredit ~~her~~Loans ~~outstanding~~and ~~restricted~~Term ~~stock~~A orLoans, ~~restricted~~either ~~stock~~(i) ~~unit~~for ~~awards~~Eurodollar ~~granted~~Rate toLoans, ~~her~~the ~~under~~Eurodollar ~~the~~Rate ~~plans~~plus ofa ~~the~~spread ~~Company~~ranging ~~shall~~from ~~continue~~1.50% to ~~vest~~2.25% inbased ~~accordance~~on ~~with~~the ~~their~~Cash ~~original~~Flow ~~vesting~~Ratio, ~~schedule~~with ~~and~~the ~~payments~~initial orrate ~~deliveries~~being ~~with~~the ~~respect~~Eurodollar toRate ~~her~~plus ~~restricted~~2.00% ~~stock~~or ~~and~~(ii) ~~restricted~~for ~~stock~~Base ~~units~~Rate ~~shall~~Loans, ~~be made on~~ the ~~original~~Base ~~vesting~~Rate ~~date~~plus ~~(or,~~a inspread ~~the~~ranging ~~case~~from of0.50% ~~restricted~~to ~~stock~~1.25% ~~units,~~based on the ~~original~~Cash ~~distribution~~Flow ~~date)~~Ratio, ~~and,~~with in the ~~case~~initial ofrate ~~restricted~~being ~~stock,~~ the ~~Company~~Base ~~will~~Rate ~~withhold~~plus a1.00%, ~~portion~~the ofinitial ~~such~~rate ~~awards~~ in aneach ~~amount~~case ~~sufficient~~being tofor ~~fund~~ the ~~minimum~~period ~~statutory~~through ~~tax~~and ~~withholding requirements (~~including, ~~federal,~~the ~~state~~date ~~and~~of ~~local~~the ~~income~~delivery ~~and~~to ~~employment taxes) resulting from~~ the ~~recognition~~Lenders of ~~income~~the inCompliance ~~respect~~Certificate offor ~~such~~the ~~outstanding~~quarter ~~restricted~~ending ~~stock~~September ~~and~~30, ~~make a payroll tax contribution in such amount on her behalf~~2013; ~~and~~

~~(e)~~• ~~Each~~Term ofB ~~her~~Loans, ~~outstanding~~either ~~stock~~(i) ~~options~~the ~~and~~Eurodollar ~~any~~Rate ~~stock~~plus ~~appreciation~~a ~~rights~~spread ~~under the plans~~ of ~~the~~2.50% ~~Company~~or ~~shall~~(ii) ~~continue to vest in accordance with their original vesting schedule and she will have~~ the ~~right~~Base toRate ~~exercise~~plus ~~each~~a ofspread ~~those options and stock appreciation rights for the remainder~~ of ~~the term of such option or award~~1.50%.

IfTwo ~~Ms. Dolan~~financial ~~ceases~~maintenance tocovenants beare anapplicable ~~employee~~to of the ~~Company~~Revolving asCredit aFacility ~~result~~and ofthe ~~her~~Term ~~death,~~A orLoans: ~~her~~(1) a maximum ~~physical~~Cash orFlow ~~mental~~Ratio ~~disability,~~of ~~and~~5.0 atto ~~such~~1 ~~time~~and ~~Cause~~(2) a ~~does~~maximum ~~not~~Senior ~~exist,~~Secured ~~then,~~Leverage ~~subject~~Ratio ~~to execution~~ of a4.0 ~~Separation Agreement~~to ~~(other~~1. ~~than~~The infinancial ~~the~~maintenance ~~case~~covenants ofdo ~~death),~~not ~~she~~apply orto ~~her~~the ~~estate~~Term orB Loans.

~~beneficiary~~Among ~~will~~other bethings, ~~provided with~~ the ~~benefits~~New ~~and~~Credit ~~rights~~Agreement ~~set~~provides ~~forth~~for ~~in (b), (d) and (e) of~~ the ~~preceding~~specific ~~paragraph~~mechanics ~~and each~~ of ~~her~~extending, ~~outstanding~~from ~~long-term~~time ~~cash~~to ~~awards~~time, ~~shall~~the ~~immediately vest~~Revolving inCredit ~~full~~Facility, ~~whether~~Term orA ~~not~~Loans ~~subject to performance criteria~~ and ~~shall~~Term beB ~~payable on the 90th day after the termination of her employment~~Loans, ~~provided,~~and ~~that if~~ any ~~such~~Additional ~~award~~Facility Commitments isor ~~subject~~Additional toFacility ~~any~~Loans, ~~performance~~as ~~criteria~~applicable, ~~then~~with ~~(i) if~~ the ~~measurement~~terms ~~period~~of ~~for~~ such ~~performance~~Extended ~~criteria~~Facility ~~had~~or ~~not~~Additional ~~yet been~~Facility ~~fully~~to ~~completed, then the payment amount will~~ be documented at the ~~target~~time ~~amount for such award and (ii) if the measurement period for such performance criteria had already been fully completed, then the payment amount~~ of such ~~award~~extension ~~will~~or beaddition toin ~~the same~~an ~~extent~~Extended ~~that~~Facility ~~other~~Agreement ~~Similarly~~or ~~Situated~~an ~~Executives~~Additional ~~receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria)~~Facility Supplement.

~~Except~~The asabove ~~otherwise~~description ~~set~~does ~~forth~~not ~~above,~~purport ~~upon~~to ~~the~~be ~~termination~~a complete statement of ~~Ms. Dolan~~the parties’s ~~employment~~rights ~~with~~and obligations under the ~~Company~~New Credit Agreement and the Pledge Agreement and is qualified in its entirety by reference to those agreements, ~~any~~a ~~outstanding~~copy ~~long-term~~of ~~cash~~each orof ~~equity~~which ~~awards~~is ~~will~~attached beas ~~determined~~an inexhibit ~~accordance~~to ~~with~~this ~~their terms~~Current ~~and~~Report Mson Form 8-K. ~~Dolan~~ ~~will~~Any ~~not~~information bedisclosed ~~eligible~~in ~~for~~this ~~severance~~Current ~~benefits~~Report ~~under~~on Form ~~any~~8-K ~~other~~or ~~plan,~~the ~~program~~exhibits orhereto ~~policy~~shall ofnot ~~the~~be ~~Company~~construed as an admission that such information is material.

~~The~~Item ~~employment agreement contains certain covenants by Ms~~1. ~~Dolan~~02 ~~including~~Termination ~~a noncompetition agreement that restricts Ms. Dolan’s ability to engage in competitive activities until the first anniversary~~ of ~~the~~a ~~termination~~Material ofDefinitive ~~her employment with the Company~~Agreement.

~~For~~The ~~purposes~~information ofcontained Ms. Dolan’s employment agreement, “Cause” means her (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in ~~a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony~~Item 1.01 ~~“Good~~above ~~Reason” means that (1) without her written consent, (A) her base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion)~~ is ~~reduced,~~hereby ~~(B) her~~incorporated ~~title~~by ~~(as~~reference ininto ~~effect~~this ~~from time to time) is diminished, (C)~~Item she reports directly to someone other than the Chief Executive Officer of the Company, (D) the Company requires that her principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company materially breaches its obligations under the agreement; or (F) there is a material diminution of her responsibilities or authority as they are described above; (2) she has given the Company written notice that she does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) she voluntarily terminates her employment with the Company within 90 days following the happening of the action described in subsection (1~~) above~~.02.

~~Ms. Dolan~~Item ~~is a director of the Company and is the daughter-in-law of Charles F~~2.03 ~~Dolan,~~Creation ~~the spouse~~ of ~~James~~a L.Direct ~~Dolan~~Financial ~~and~~Obligation ~~the~~or ~~sister-in-law~~an ofObligation ~~Kathleen~~under M.an ~~Dolan, Patrick F. Dolan, Thomas C. Dolan, Brian G. Sweeney, Deborah Dolan~~Off-~~Sweeney~~Balance ~~and~~Sheet ~~Marianne~~Arrangement ~~Dolan~~of ~~Weber.~~a Registrant.

~~Item~~The 8information contained in Item 1.01 ~~Other~~above ~~Events~~is hereby incorporated by reference into this Item 2.03.

AsItem ~~previously disclosed, on October 21, 2012, the Company and AMC Networks Inc~~9.01 ~~(“AMC Networks”) settled the litigation with DISH Network L.L.C. (“Dish Network”) relating to VOOM HD. On April 8, 2013, the Company and AMC Networks~~ Exhibits

~~agreed, pursuant to their 2011 agreement, on the final allocation of the proceeds of the settlement. The parties agreed that AMC Networks would retain $175 million of the cash settlement payment~~ (~~in addition to the long-term affiliation agreements entered into with DISH Network as part of the settlement~~d). The Company will be allocated a total of $525 million of the cash settlement payment. The Company received $350 million of the cash proceeds from a joint escrow fund in December 2012 and $175 million from AMC Networks on April 9, 2013. The final allocation was approved by independent committees of the Boards of Directors of the Company and AMC Networks. Exhibits

10.1

Credit Agreement, dated as of April 17, 2013 among CSC Holdings, LLC, the Restricted Subsidiaries parties thereto, the Lenders parties thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and L/C Issuer.

10.2

Pledge Agreement dated as of April 17, 2013 among CSC Holdings, LLC, certain Subsidiaries of CSC Holdings, LLC, as Pledgors and Bank of America, N.A., as Secured Party.

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.


CABLEVISION SYSTEMS CORPORATION (Registrant)

By:	/s/ Victoria M. Mink
	Name:	Victoria M. Mink
	Title:	Senior Vice President, Controller and Principal Accounting Officer

Dated: April 1123, 2013

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.


CSC HOLDINGS, LLC (Registrant)

By:	/s/ Victoria M. Mink
	Name:	Victoria M. Mink
	Title:	Senior Vice President, Controller and Principal Accounting Officer

Dated: April 11 23, 2013

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