Exhibit 4.17
CSC CAPITAL III
TRUST AGREEMENT
THIS TRUST AGREEMENT, dated as of December 9, 1998, is by and
between CSC Holdings, Inc., a Delaware corporation (the "Depositor"), and Bank
of New York (Delaware), a Delaware banking corporation, as Delaware trustee (the
"Delaware Trustee"). The Depositor and the Delaware Trustee hereby agree as
follows:
1. The trust created hereby (the "Trust") shall be known as "CSC
Capital III".
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Delaware Trustee the sum of $10. The Delaware Trustee hereby acknowledges
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Delaware Trustee hereby declares that
it will hold the trust estate in trust for the Depositor. It is the intention of
the parties hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801 et seq.
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Delaware Trustee is hereby authorized and directed
to execute and file a certificate of trust with the Delaware Secretary of State
in accordance with the provisions of the Business Trust Act.
3. The Depositor and the Delaware Trustee will enter into an amended
and restated Trust Agreement, satisfactory to each such party and substantially
in the form to be included as an Exhibit to the Registration Statement referred
to below, to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated Trust
Agreement, the Delaware Trustee shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by applicable
law or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
4. The Depositor and the Delaware Trustee hereby authorize and
direct the Depositor, in each case on behalf of the Trust as the sponsor of the
Trust, (i) to execute and file with the Securities and Exchange Commission (the
"Commission") (a) a Registration Statement on Form S-3 (the "Registration
Statement") and any pre-effective or post-effective amendments to such
Registration Statement, relating to the registration under the Securities Act of
1933, as amended, of the Capital Securities of the Trust, and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Capital Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to execute and file with the
New York Stock Exchange, the American Stock Exchange or such other national
securities exchange or the
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Nasdaq National Market, as the Depositor shall determine, a listing or similar
application and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed or approved for quotation on the New York Stock
Exchange, the American Stock Exchange or such other national securities exchange
or the Nasdaq National Market; (iii) to execute and file such applications,
reports, surety bonds, irrevocable consents, appointments of attorneys for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or "Blue
Sky" laws of such jurisdictions as the Depositor on behalf of the Trust, may
deem necessary or desirable and (iv) to execute on behalf of the Trust such
purchase agreements or underwriting agreements relating to the Preferred
Securities as the Depositor may deem necessary or desirable. It is hereby
acknowledged and agreed that in connection with any filing referred to in
clauses (i)-(iii) above, the Delaware Trustee shall not be required to join in
any such filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the New York Stock
Exchange, American Stock Exchange (other national securities exchange) or the
Nasdaq National Market or state securities or "Blue Sky" laws, and in such case
only to the extent so required. In connection with all of the foregoing, the
Depositor hereby constitutes and appoints Xxxxxx Xxxxxxxxx and Xxxx Xxxx, and
each of them, as its true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for the Depositor in the Depositor's
name, place and stead, in any and all capacities, to sign and file with the
Commission (i) the Registration Statement and the 1934 Act Registration
Statement and any and all amendments (including post-effective amendments) to
the Registration Statement and the 1934 Act Registration Statement with all
exhibits thereto, and other documents in connection therewith, and (ii) a
registration statement and any and all amendments thereto filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, with all exhibits thereto,
and all other documents in connection therewith, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees initially shall be one (1) and thereafter
the number of trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of trustees; provided that to the extent required by the Business
Trust Act, one trustee shall either be a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause the Delaware Trustee at
any time. The Delaware Trustee may resign upon thirty days prior notice to the
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to conflict
of laws principles.
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
CSC HOLDINGS, INC.,
as Depositor
By:
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Name:
Title:
BANK OF NEW YORK (DELAWARE),
as Delaware trustee
By:
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Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
CSC HOLDINGS, INC.,
as Depositor
By:
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Name:
Title:
BANK OF NEW YORK (DELAWARE),
as Delaware trustee
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: XXXXXXXXX X. XXXXX
Title: Authorized Signatory
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
CSC HOLDINGS, INC.,
as Depositor
By:/s/ [ILLEGIBLE]
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Name:
Title:
BANK OF NEW YORK (DELAWARE),
as Delaware trustee
By:
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Name:
Title:
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