EXHIBIT 4.01
FIRST SUPPLEMENTAL INDENTURE, dated as of November 12, 1998 (the "First
Supplemental Indenture"), to the Indenture, dated as of January 21, 1998 (the
"Indenture") between ADELPHIA COMMUNICATIONS CORPORATION, a Delaware corporation
(the "Company"), and BANK OF MONTREAL TRUST COMPANY, a trust company organized
under the laws of the State of New York (the "Trustee").
WHEREAS, the Company has duly authorized the execution and delivery of
the Indenture to provide for the issuance of both Series A and Series B 8 3/8%
Senior Notes due 2008 (the "Notes"); and
WHEREAS, the Indenture permits the Company to issue up to $300,000,000
in Notes;
WHEREAS, the Company originally issued on January 21, 1998,
$150,000,000 in aggregate principal amounts of Notes under the Indenture (the
"Original Notes");
WHEREAS, the Company proposes to issue an additional $150,000,000 in
aggregate principal amounts of Notes under the Indenture as of November 12,
1998, (the "Subsequent Issuance");
WHEREAS, the Company desires and has requested the Trustee to join it
in the execution and delivery of this First Supplemental Indenture as permitted
by Section 8.01 of the Indenture to issue up to $150,000,000 in aggregate
principal amount of additional notes on or about November 12, 1998 (the
"Additional Notes") and to amend certain definitions relating to the Subsequent
Issuance; and
WHEREAS, the Original Notes and the Additional Notes are identical in
all respects;
WHEREAS, the conditions set forth in the Indenture for the execution
and delivery of this First Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this First Supplemental Indenture
a valid agreement of the Company and the Trustee, in accordance with its terms,
and a valid amendment of, and supplement to, the Indenture, have been done;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein, the Company agrees with the Trustee that the Indenture is
supplemented and amended, solely to the extent and for the purposes expressed
herein, as follows:
Section 1. Definitions. Any capitalized term used herein and
not otherwise defined herein shall have the meaning given in the Indenture.
Section 2. Modification of the Definition of "Registration Rights
Agreement." The definition of "Registration Rights Agreement" appearing on page
8 of the Indenture is hereby amended and restated to read in its entirety as
follows: "Registration Rights Agreement" means (i) with respect to the Original
Notes, the Note Registration Agreement, dated January 21, 1998, by and between
the Company and Salomon Brothers Inc. and (ii) with respect to the Additional
Notes, the Note Registration Rights Agreement, dated November 12, 1998, by and
between the Company and Barclays Capital Inc.
Section 3. Issuance of $150,000,000 in Aggregate Principal Amount of
Additional Notes. The Company and the Trustee agree to supplement the Indenture
pursuant to Section 8.01 of the Indenture to issue up to $150,000,000 in
aggregate principal amount of Additional Notes pursuant to the Indenture.
Section 4. Modification of Form of Note. It is further agreed that the
form of note attached to the Indenture as Exhibit A, is hereby amended and
restated in its entirety in the form set forth as Exhibit A to this First
Supplemental Indenture.
Section 5. Multiple Counterparts. The parties may sign multiple
counterparts of this First Supplemental Indenture. Each counterpart shall be
deemed original, but all of them together represent one and the same agreement.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and attested, all as of the date and
first year above written.
ADELPHIA COMMUNICATIONS CORPORATION
/s/ Xxxxx Xxxxxxxxxxx By:/s/ Xxxxx Xxxxx
Witness: Vice President
BANK OF MONTREAL TRUST COMPANY, as Trustee
By:/s/ Xxx Xxxxxxx
Witness: Vice President
EXHIBIT A
