ARAHOVA COMMUNICATIONS, INC.
(Survivor of Merger with Century Communications Corp.)
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
------------------------------
First Supplemental Indenture
Dated as of October 1, 1999
------------------------------
FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 1999 between
ARAHOVA COMMUNICATIONS, INC., a corporation duly 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, formerly known as FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION,
a national banking association duly organized and existing under the laws of the
United States, as trustee (the "Trustee") (the "First Supplemental Indenture"),
to the Indenture, dated as of January 15, 1998 (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 of $605,000,000 Senior Discount Notes
due January 15, 2008 (the "Senior Discount Notes"), as provided in the
Indenture; 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; 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 First 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 Senior Discount Notes and the performance of
every covenant of 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 Senior Discount Notes 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
WHEREAS, all things necessary to make this First 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, 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 the Senior Discount Notes, 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 Senior Discount Notes and
the performance of every covenant of the Indenture on the part of the Company to
be performed and observed.
[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 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,
as Trustee
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
----------------------------
Title: Assistant Vice President
----------------------------
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, 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
