Item 1.01 Entry into a Material Definitive Agreement.

On February 7, 2013, CSC Holdings, LLC ("CSC Holdings"), a wholly owned subsidiary of Cablevision Systems Corporation ("Cablevision"), entered into a Purchase Agreement (the "Purchase Agreement") with Charter Communications Operating, LLC ("Charter"), a wholly owned subsidiary of Charter Communications, Inc., which has guaranteed the payment obligations of Charter under the Purchase Agreement pursuant to a separate parent guarantee, pursuant to which Charter has agreed to acquire Bresnan Broadband Holdings, LLC ("Bresnan Cable") and its subsidiaries (collectively, "Bresnan"), on the terms and subject to the conditions set forth in the Purchase Agreement, as briefly described below. BBHI Holdings, LLC ("BBHI"), a wholly owned subsidiary of CSC Holdings, is also a third party beneficiary of the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement. Using Cablevision's "Optimum West" brand name, Bresnan operates cable systems in Colorado, Montana, Wyoming and Utah.

Pursuant to the Purchase Agreement, Charter will acquire all of the limited liability company membership interests of Bresnan Cable that are held by BBHI for a cash purchase price of $1.625 billion, subject to a working capital adjustment, a reduction for certain funded indebtedness of Bresnan Cable and payment to CSC Holdings of any post-closing refunds of certain Montana property taxes paid under protest by Bresnan prior to the closing. The closing of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions, including the expiration or early termination of the waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of FCC approvals, franchise approvals covering not less than 80% of Bresnan's Video Customers as of the date of the Purchase Agreement and certain state telecommunication authorizations (collectively, the "Regulatory Approvals").

Subject to certain conditions, the Purchase Agreement can be terminated by either CSC Holdings or Charter if the closing shall not have occurred by August 7, 2013, provided that if the conditions relating to any of the Regulatory Approvals have not been satisfied by such date, either party can extend that date to November 7, 2013. Charter's obligations under the Purchase Agreement are not subject to any financing conditions.

The closing of the transactions contemplated by the Purchase Agreement is expected to occur during the third quarter of 2013. However, there can be no assurances that the conditions to closing set forth in the Purchase Agreement will be satisfied or waived or that the closing will occur at all.

The Purchase Agreement does not provide any post-closing recourse against CSC Holdings.

The Purchase Agreement will be filed as an Exhibit to Cablevision's and CSC Holdings' Annual Report on Form 10-K for the year ended December 31, 2012.

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