EXHIBIT 4.01
ARAHOVA COMMUNICATIONS, INC.
(Survivor of Merger with Century Communications Corp.)
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
successor trustee to
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Trustee
------------------------------
Ninth Supplemental Indenture
Dated as of October 1, 1999
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NINTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1999 (the
"Ninth Supplemental Indenture") between ARAHOVA COMMUNICATIONS, INC., a
corporation organized and existing under the laws of the State of Delaware,
formerly known as Adelphia Acquisition Subsidiary, Inc. and having its principal
offices at Xxx Xxxxx Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx 00000 ("Arahova")
and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States (the "Trustee"), and
successor trustee to BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, to
the Indenture, dated as of February 15, 1992 (the "Indenture"), between CENTURY
COMMUNICATIONS CORP., a corporation duly organized and existing under the laws
of the State of New Jersey (the "Company"), having its principal offices at 00
Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxxx 00000, and the Trustee.
RECITALS OF THE COMPANY
WHEREAS, the Company has duly authorized the execution and
delivery of the Indenture to provide for the issuance from time to time of one
or more series of its senior debt securities (the "Securities") to be issued in
one or more series as outlined by the eight supplemental indentures entered into
by the parties and as listed on Schedule A (the "Supplemental Indentures" and
each individually, a "Supplemental Indenture"); and
WHEREAS, the Company has, to date, duly executed and delivered
eight Supplemental Indentures, each providing for the issuance of a series of
Securities as permitted and provided by the Indenture and as outlined on
Schedule A herein; and
WHEREAS, pursuant to the Agreement and Plan of Merger by and
among Adelphia Communications Corporation, a Delaware corporation ("Adelphia"),
the Company and Arahova, the Company has merged with and into Arahova, a wholly
owned subsidiary of Adelphia (the "Merger Agreement"); and
WHEREAS, Arahova, the surviving corporation of the merger
between the Company and Arahova, desires and has requested the Trustee to join
it in the execution and delivery of this Ninth Supplemental Indenture in order
to expressly assume the due and punctual payment of the principal of (and
premium, if any) and interest on all of the Securities and the performance of
every covenant of the Indenture, and the preceding Supplements to the Indenture,
on the part of the Company to be performed or observed; and
WHEREAS, Section 10.01(1) of the Indenture provides that a
supplemental indenture may be entered into by Arahova and the Trustee without
the consent of any holder of any Securities for such purpose provided compliance
with Article Nine of the Indenture; and
WHEREAS, the conditions set forth in Article Nine of the
Indenture have been complied with; and
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WHEREAS, all things necessary to make this Ninth Supplemental
Indenture a valid agreement of Arahova and the Trustee, in accordance with it
terms, and a valid amendment of, and supplement to, the Indenture have been
done;
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
In consideration of the premises as stated above, Arahova, as
successor in interest to the Company mutually covenants and agrees with the
Trustee, for the equal and proportionate benefit of all holders of Notes issued
under the Supplemental Indentures as outlined on Schedule A, that the Indenture
is supplemented and amended, to the extent and for the purposes expressed
herein, as follows:
PARAGRAPH A. ARTICLE NINE
Arahova expressly assumes the due and punctual payment of the
principal of (and premium, if any) and interest on the Securities and the
performance of every covenant of the Indenture and the Supplemental Indentures
on the part of the Company to be performed and observed.
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-3-
IN WITNESS WHEREOF, the parties hereto have caused this Ninth
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
ARAHOVA COMMUNICATION, INC.
By: /s/ Xxxxxxx X. Xxxxx
______________________________________
Name: Xxxxxxx X. Xxxxx
_____________________________
Title: Executive Vice President
_____________________________
U.S. BANK TRUST NATIONAL ASSOCIATION,
successor trustee to BANK OF AMERICA
NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Trustee
By: /s/ Xxxxxx Xxxxxxxxx
______________________________________
Name: Xxxxxx Xxxxxxxxx
_____________________________
Title: Assistant Vice President
_____________________________
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COMMONWEALTH OF PENNSYLVANIA )
) ss:
COUNTY OF POTTER )
On the 28th day of September, 1999, before me personally came Xxxxxxx
X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he
is Executive Vice President of ARAHOVA COMMUNICATIONS, INC., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
[NOTARIAL SEAL] /s/ Migorette Xxxxxxxxxxx
________________________________________
Notary Public
STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )
On the 27th day of September, 1999, before me personally came Xxxxxx
Xxxxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
is the Assistant Vice President of U.S. BANK TRUST NATIONAL ASSOCIATION,
successor trustee to BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Trustee, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.
[NOTARIAL SEAL] /s/ Xxxxx Xxxx
________________________________________
Notary Public
SCHEDULE A
1. First Supplemental Indenture dated as of February 15, 1992 for
$200,000,000 of 9 3/4% Senior Notes due 2002;
2. Second Supplemental Indenture dated as of August 15, 1992 for $150,000,000
of 9 1/2% Senior Notes due 2000;
3. Third Supplemental Indenture dated as of April 1, 1993 for $444,000,000 of
Senior Discount Notes due 2003;
4. Fourth Supplemental Indenture dated as of March 6, 1995 for $250,000,000
of 9 1/2% Senior Notes due 2005;
5. Fifth Supplemental Indenture dated as of January 23, 1997 for $250,000,000
of 8 7/8% Senior Notes due 2007;
6. Sixth Supplemental Indenture dated as of September 29, 1997 for
$225,000,000 of 8 3/4% Senior Notes due 2007;
7. Seventh Supplemental Indenture dated as of November 13, 1997 for
$100,000,000 of 8 3/8% Senior Notes due 2017; and
8. Eighth Supplemental Indenture dated as of December 10, 1997 for
$100,000,000 of 8 3/8% Senior Notes due 2007.
