Exhibit 99.3
EXCHANGE AGENT AGREEMENT
___________, 2005
The Bank of New York
Corporate Trust Trustee Administration
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Ladies and Gentlemen:
CSC Holdings, Inc., a Delaware corporation (the "Company"), has made
an offer (the "Exchange Offer") to exchange its 6 3/4% Senior Notes due 2012
(the "Existing Notes") for 6 3/4% Series B Senior Notes due 2012 (the "New
Notes"). The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus, dated __________, 2005 (the
"Prospectus"), proposed to be distributed to all record holders of the Existing
Notes. The Existing Notes and the New Notes are collectively referred to herein
as the "Notes."
The Company hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or
about __________, 2005. The Letter of Transmittal accompanying the Prospectus
(or in the case of book entry securities, the ATOP system) is to be used by the
holders of the Existing Notes to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Existing Notes
tendered in connection therewith.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
the 30th day following its commencement or on such later date or time to which
the Company may extend the Exchange Offer (the "Expiration Date"). Subject to
the terms and conditions set forth in the Prospectus, the Company expressly
reserves the right to extend the Exchange Offer from time to time and may extend
the Exchange Offer by giving oral (confirmed in writing) or written notice to
you before 9:00 A.M., New York City time, on the business day following the
previously scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Existing Notes not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption "The
Exchange Offer -- Expiration Date" and "The Exchange Offer--We Can Amend or
Extend the Exchange Offer." The Company shall give oral (confirmed in writing)
or written notice of any amendment, termination or nonacceptance to you as
promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the sections of the Prospectus captioned "The Exchange
Offer" and "How to Tender Your Old Notes," in the Letter of Transmittal
accompanying the Prospectus or as specifically set forth herein; provided,
however, that in no way will your general duty to act in good faith be
discharged by the foregoing.
2. You will establish an account with respect to the Existing Notes at
The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") for
purposes of the Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the
Existing Notes by causing the Book-Entry Transfer Facility to transfer such
Existing Notes into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Existing Notes (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Existing Notes to ascertain
whether: (a) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein and (b) the Existing Notes have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Existing Notes
are not in proper form for transfer or some other irregularity in connection
with the acceptance of the Exchange Offer exists, you will endeavor to inform
the presenters of the need for fulfillment of all requirements and to take any
other action as may be necessary or advisable to cause such irregularity to be
corrected.
4. With the approval of the President, Vice Chairman, Senior Vice
President, Executive Vice President or any Vice President of the Company, or of
counsel to the Company or any other party designated by any officer named in
this Paragraph 4 (such approval, if given orally, to be confirmed in writing),
you are authorized to waive any irregularities in connection with any tender of
Existing Notes pursuant to the Exchange Offer.
5. Tenders of Existing Notes may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "How to
Tender Your Old Notes--Procedures for Tendering," and Existing Notes shall be
considered properly tendered to you only when tendered in accordance with the
procedures set forth therein.
Notwithstanding the provisions of this paragraph 5, Existing Notes
that the President, Vice Chairman, Senior Vice President, Executive Vice
President or any Vice President of the Company shall approve as having been
properly tendered shall be
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considered to be properly tendered (such approval, if given orally, shall be
confirmed in writing).
6. You shall advise the Company with respect to any Existing Notes
received subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Existing Notes.
7. You shall accept tenders:
(a) in cases where the Existing Notes are registered in two or more
names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only
when proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Existing Notes
provided that customary transfer requirements, including any applicable
transfer taxes, are fulfilled.
You shall accept partial tenders of Existing Notes where so indicated
and as permitted in the Letter of Transmittal and deliver certificates for
Existing Notes to the transfer agent for split-up and return any untendered
Existing Notes to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.
8. Upon satisfaction or waiver of all of the conditions to the
Exchange Offer, the Company will notify you (such notice if given orally, to be
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Existing Notes properly tendered and you, on behalf of the Company, will
exchange Existing Notes duly tendered for New Notes on the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal.
Delivery of New Notes will be made on behalf of the Company by you at the rate
of $1,000 principal amount of New Notes for each $1,000 principal amount of
Existing Notes tendered as soon as practicable after notice (such notice if
given orally, to be confirmed in writing) of acceptance of said Existing Notes
by the Company; provided, however, that in all cases, Existing Notes tendered
pursuant to the Exchange Offer will be exchanged only after timely receipt by
you of certificates for such Existing Notes (or confirmation of book-entry
transfer into your account at the Book-Entry Transfer Facility), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees and any other required documents. Unless
otherwise instructed by the Company, you shall issue New Notes only in
denominations of $1,000 or any integral multiple thereof.
9. Tenders pursuant to the Exchange Offer are irrevocable, except
that, subject to the terms and upon the conditions set forth in the Prospectus
and the
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Letter of Transmittal, Existing Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time prior to the Expiration Date.
10. The Company shall not be required to exchange any Existing Notes
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Existing Notes
tendered shall be given (and confirmed in writing) by the Company to you.
11. If, pursuant to the Exchange Offer, the Company does not accept
for exchange all or part of the Existing Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption "How to Tender Your Old Notes--Conditions" or otherwise, you shall
as soon as practicable after the expiration or termination of the Exchange Offer
return those certificates for unaccepted Existing Notes (or effect appropriate
book-entry transfer), together with any related required documents and the
Letters of Transmittal relating thereto that are in your possession, to the
persons who deposited them.
12. All certificates for reissued Existing Notes, unaccepted Existing
Notes or for New Notes shall be forwarded by first-class certified mail, return
receipt requested under a blanket surety bond protecting you and the Company
from loss or liability arising out of the non-receipt or non-delivery of such
certificates.
13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you:
(a) shall have no duties or obligations other than those specifically
set forth in the sections of the Prospectus captioned "The Exchange Offer"
and "How to Tender Your Old Notes," in the Letter of Transmittal
accompanying the Prospectus or herein or as may be subsequently agreed to
in writing by you and the Company;
(b) (b) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of
any of the certificates or the Existing Notes represented thereby deposited
with you pursuant to the Exchange Offer, and will not be required to and
will make no representation as to the validity, value or genuineness of the
Exchange Offer; provided, however, that in no way will your general duty to
act in good faith be discharged by the foregoing;
(c) shall not be obligated to take any legal action hereunder that
might in your reasonable judgment involve any expense or liability, unless
you shall have been furnished with reasonable indemnity;
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(d) may reasonably rely on and shall be protected in acting in
reliance upon any certificate, instrument, opinion, notice, letter,
telegram or other document or security delivered to you and reasonably
believed by you to be genuine and to have been signed by the proper party
or parties;
(e) may reasonably act upon any tender, statement, request, comment,
agreement or other instrument whatsoever not only as to its due execution
and validity and effectiveness of its provisions, but also as to the truth
and accuracy of any information contained therein, which you shall in good
faith believe to be genuine or to have been signed or represented by a
proper person or persons;
(f) may rely on and shall be protected in acting upon written or oral
instructions from any officer of the Company;
(g) may consult with your counsel with respect to any questions
relating to your duties and responsibilities and the written opinion of
such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by you
hereunder in good faith and in accordance with the written opinion of such
counsel; and
(h) shall not advise any person tendering Existing Notes pursuant to
the Exchange Offer as to the wisdom of making such tender or as to the
market value or decline or appreciation in market value of any Existing
Notes.
15. You shall take such action as may from time to time be requested
by the Company or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the
Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms
as may be approved from time to time by the Company, to all persons requesting
such documents and to accept and comply with telephone requests for information
relating to the Exchange Offer, provided that such information shall relate only
to the procedures for accepting (or withdrawing from) the Exchange Offer. The
Company will furnish you with copies of such documents at your request. All
other requests for information relating to the Exchange Offer shall be directed
to the Company, Attention: Secretary.
16. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to the Company and such other person or
persons as it may request, daily (and more frequently during the week
immediately preceding the Expiration Date and if otherwise requested) up to and
including the Expiration Date, as to the amount of Existing Notes that have been
tendered pursuant to the Exchange Offer and the items received by you pursuant
to this Agreement, separately reporting and giving cumulative totals as to items
properly received and items improperly received. In addition, you will also
inform, and cooperate in making available to, the Company or any such other
person or persons upon oral request made from time to time prior to the
Expiration Date of such other information as it or he reasonably requests. Such
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cooperation shall include, without limitation, the granting by you to the
Company and such person as the Company may request of access to those persons on
your staff who are responsible for receiving tenders, in order to ensure that
immediately prior to the Expiration Date the Company shall have received
information in sufficient detail to enable it to decide whether to extend the
Exchange Offer. You shall prepare a final list of all persons whose tenders were
accepted, the aggregate principal amount of Existing Notes tendered, the
aggregate principal amount of Existing Notes accepted and deliver said list to
the Company.
17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials as
instructed by the Company.
18. You hereby expressly waive any lien, encumbrance or right of
set-off whatsoever that you may have with respect to funds deposited with you
for the payment of transfer taxes by reasons of amounts, if any, borrowed by the
Company, or any of its subsidiaries or affiliates pursuant to any loan or credit
agreement with you or for compensation owed to you hereunder.
19. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth in Schedule I attached hereto.
20. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent
which shall be controlled by this Agreement.
21. The Company covenants and agrees to indemnify and hold you in your
capacity as Exchange Agent hereunder harmless against any loss, liability, cost
or expense, including reasonable attorneys' fees arising out of or in connection
with any act, omission, delay or refusal made by you in reasonable reliance upon
any signature, endorsement, assignment, certificate, order, request, notice,
instruction or other instrument or document reasonably believed by you to be
valid, genuine and sufficient and in accepting any tender or effecting any
transfer of Existing Notes reasonably believed by you in good faith to be
authorized, and in delaying or refusing in good faith to accept any tenders or
effect any transfer of Existing Notes; provided, however, that the Company shall
not be liable for indemnification or otherwise for any loss, liability, cost or
expense to the extent arising out of your gross negligence, willful misconduct
or bad faith. In no case shall the Company be liable under this indemnity with
respect to any claim against you unless the Company shall be notified by you, by
letter or facsimile
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confirmed by letter, of the written assertion of a claim against you or of any
other action commenced against you, promptly after you shall have received any
such written assertion or notice of connection of action. The Company shall be
entitled to participate at its own expense in the defense of any such claim or
other action, and, if the Company so elects, the Company shall assume the
defense of any suit brought to enforce any such claim. In the event that the
Company shall assume the defense of any such suit, the Company shall not be
liable for the fees and expenses of any additional counsel thereafter retained
by you, so long as the Company shall retain counsel reasonably satisfactory to
you to defend such suit.
22. You shall comply with all requirements under the tax laws of the
United States.
23. You shall deliver or cause to be delivered, in a timely manner to
each governmental authority to which any transfer taxes are payable in respect
of the exchange of Existing Notes, your check in the amount of all transfer
taxes so payable, and the Company shall reimburse you for the amount of any and
all transfer taxes payable by the Company in respect of the exchange of Existing
Notes in accordance with the Section of the Prospectus captioned "How to Tender
Your Old Notes--Fees and Expenses"; provided, however, that you shall reimburse
the Company for amounts refunded to you in respect of your payment of any such
transfer taxes, at such time as such refund is received by you.
24. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely within such
state, and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.
25. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
26. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
27. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.
28. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar
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writing) and shall be given to such party, addressed to it, at its address or
telecopy number set forth below:
If to the Company:
CSC Holdings, Inc.
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Legal Department
with a copy to:
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Exchange Agent:
The Bank of New York
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration
29. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Paragraphs 19, 21 and 23 shall survive the termination of this
Agreement. Upon any termination of this Agreement, you shall promptly deliver to
the Company any certificates, funds or property then held by you as Exchange
Agent under this Agreement.
30. This Agreement shall be binding and effective as of the date
hereof.
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
CSC HOLDINGS, INC.
By:
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Name:
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Title:
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Accepted as of the date
first above written.
THE BANK OF NEW YORK, as Exchange Agent
By:
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Name:
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Title:
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Schedule I
EXCHANGE AGENT FEE............................................... $ __________
Services Include:
- Receive and process Letters of Transmittal
- Data entry and processing
- Calculation of securities entitlement
- Proof and control of presentations
- Answer bondholder inquiries
- Process guaranteed deliveries
- Initiation of Certificate debit down to presenting
bondholder account
Extension Fee.................................................... $ __________ /extension
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OUT-OF-POCKET EXPENSES
Fees quoted do not include out-of-pocket expenses or allocated expenses such as,
but not limited to, travel, charges of foreign depositories, facsimile,
stationery, postage, telephone, overnight courier, and messenger cost. These
expenses will be billed at your cost, when incurred. In the event the
transaction terminates before closing, all out-of-pocket expenses incurred,
including our counsel fees, if applicable, will be billed to the account.
EXTERNAL COUNSEL FEE
Fees quoted do not include outside counsel fees. A ▇▇▇▇ will be rendered on or
before the closing date, with payment of the amount due at that time.
MISCELLANEOUS SERVICES
These charges for performing services not contemplated at the time of execution
of the documents or not specifically covered elsewhere in the schedule will be
determined by appraisal in amount commensurate with the services. These
extraordinary services may partially be classified as amendments and releases;
the preparation of special or interim reports which the trustee or agent must
submit to security holders; unusual studies, considerations and actions taken
with respect to document provisions; and the custody of collateral which is
diversified, voluminous in bulk of which involves the trustee or agent in
unusual activity.
TERMS OF PROPOSAL
The Bank of New York's final acceptance of this appointment is subject to the
full review and approval of all related documentation, financials and our
conflict investigation. Please note that if this transaction does not proceed to
a successful conclusion, you will be responsible for paying any expenses
incurred for this transaction. This offer shall be deemed terminated if we do
not enter into a written agreement within three months from the date of
transmittal.
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