exv4w1



 




Exhibit
4.1



AMERICAN CELLULAR CORPORATION




AND




BANK OF OKLAHOMA, NATIONAL ASSOCIATION

Trustee




SUPPLEMENTAL INDENTURE NO. 4




Dated as of March 15, 2007




to




INDENTURE




Dated as of August 8, 2003




10% Senior Notes due 2011




 









 





     THIS SUPPLEMENTAL INDENTURE NO. 4, dated as of March 15, 2007 (this “Supplemental Indenture”),
is by and among American Cellular Corporation, a Delaware corporation (the “Issuer”), the
Guarantors (as defined in the Indenture referred to herein) and Bank of Oklahoma, National
Association, as trustee (the “Trustee”).



     WHEREAS, the Issuer, the Guarantors and the Trustee have entered into that certain Indenture
dated as of August 8, 2003 (the “Indenture”), providing for the issuance of the Issuer’s 10% Senior
Notes due 2011 (the “Notes”);



     WHEREAS, the Issuer originally issued $900.0 million aggregate principal amount of the Notes;




     WHEREAS, pursuant to Section 9.02 of the Indenture, and except as otherwise provided therein,
the Indenture may be amended with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding (including consents obtained in connection with a tender offer
or exchange for Notes) (subject to certain exceptions);



     WHEREAS, the Issuer and the Guarantors desire and have requested the Trustee to join with them
in entering into this Supplemental Indenture for the purpose of amending the Indenture in certain
respects as permitted by Section 9.02 of the Indenture;



     WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by the
Board of Directors of the Issuer and comparable governing bodies of the Guarantors; and



     WHEREAS, (1) the Issuer has received the consent of the Holders of at least a majority in
principal amount of the outstanding Notes; and the Issuer and the Guarantors have satisfied all
other conditions precedent, if any, provided under the Indenture to enable the Issuer, the
Guarantors and the Trustee to enter into this Supplemental Indenture, all as certified by an
Officers’ Certificate, delivered to the Trustee simultaneously with the execution and delivery of
this Supplemental Indenture as contemplated by Section 9.06 of the Indenture, and (2) the Issuer
has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental
Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section
12.04 of the Indenture;



     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:



ARTICLE I

AMENDMENTS




     Section 1.1 Amendment to Section 4.07 Limitation on Restricted Payments. Section 4.07 of the
Indenture is hereby amended and restated in its entirety to read as follows:



 









 





     “The Company shall maintain an account (the “Restricted Payments Account”) to be calculated as
set forth below and shall cause the value of the Restricted Payments Account as so calculated to at
all times exceed $1.00 except as provided below. The Restricted Payments Account shall be an
internal account of the Company for computational purposes in proving compliance with this Section
4.07 and shall not be required to be funded in cash or otherwise.



     The Restricted Payments Account shall initially be established on the date of Supplemental
Indenture No. 4 to this Indenture at $0.00 and will thereafter be increased by:




	 	(1)	 	an amount equal to the Company’s Consolidated Cash Flow, less interest income,
from the first day of the Company’s first full fiscal quarter beginning January 1,
2007, to the end of the Company’s most recently ended full fiscal quarter for which
internal financial statements are available, taken as a single accounting period, less
the product of 1.35 times the sum of (a) the Company’s Consolidated Interest Expense
net of interest income and (b) the Company’s Capital Expenditures with both (a) and (b)
calculated from the first day of the Company’s first full fiscal quarter beginning
January 1, 2007, to the end of the Company’s most recently ended full fiscal quarter
for which internal financial statements are available, taken as a single accounting
period (provided that if the resulting difference is negative, the Restricted Payments
Account will be reduced by the absolute value of such difference), plus
	 
	 	(2)	 	an amount equal to the net cash proceeds received by the Company from the sale
of Equity Interests after January 1, 2007 (other than (a) sales of Disqualified Stock
and (b) Equity Interests sold to any of the Company’s Subsidiaries) or from the
issuance or sale of convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Company that have been converted into or exchanged
for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt
securities) sold to a Subsidiary), plus
	 
	 	(3)	 	to the extent that any Restricted Investment that was made after the date of
Supplemental Indenture No. 4 to this Indenture is sold or otherwise liquidated or
repaid, the lesser of (a) the cash return of capital (or the Fair Market Value of any
non-cash return of capital) and (b) the initial amount of such Restricted Investment.





     To the extent that the Company or any of its Restricted Subsidiaries, directly or indirectly:




	 	(1)	 	declares or pays any dividend or makes any other payment or distribution on
account of the Company’s Equity Interests (including, without limitation, any payment
in connection with any merger or consolidation involving the Company) or to the direct
or indirect holders of the Company’s Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or to the Company);




 









 












	 	(2)	 	purchases, redeems or otherwise acquires or retires for value (including,
without limitation, in connection with any merger or consolidation involving the
Company) any Equity Interests of the Company or any direct or indirect parent of the
Company;
	 
	 	(3)	 	makes any payment on or with respect to, or purchases, redeems, defeases or
otherwise acquires or retires for value any Indebtedness of the Company or any
Guarantor that is contractually subordinated to the Notes or any Note Guarantee
(excluding any intercompany Indebtedness between or among the Company and any of its
Restricted Subsidiaries), except a payment of interest or principal at the Stated
Maturity thereof; or
	 
	 	(4)	 	makes any Restricted Investment




on or after January 1, 2007 (all such payments and other actions set forth in these clauses (1)
through (4) above being collectively referred to as “Restricted Payments”), the Restricted Payments
Account shall be reduced by the amount of such Restricted Payment except in the case of Restricted
Payments of the type described in clauses (2), (3), (4), (6), and (8) of the second succeeding
paragraph.




     Notwithstanding the foregoing, except as set forth below, the Company agrees that it will not
make, and shall not permit any Restricted Subsidiary to make, any Restricted Payment if:




	 	(1)	 	any Default or Event of Default has occurred and is continuing or would occur
as a consequence of such Restricted Payment; or
	 
	 	(2)	 	the Company would not, at the time of such Restricted Payment and after giving
pro forma effect thereto as if such Restricted Payment had been made at the beginning
of the applicable four-quarter period, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the
first paragraph of Section 4.09 hereof; or
	 
	 	(3)	 	immediately prior to such Restricted Payment and after giving pro forma effect
thereto the Restricted Payments Account is or would be less than $1.00.





     So long as no Default or Event of Default has occurred and is continuing or would be caused
thereby, the foregoing paragraph shall not prohibit:




	 	(1)	 	the payment of any dividend within 60 days after the date of declaration of the
dividend, if at the date of declaration the dividend payment would have complied with
the provisions of this Indenture provided that the amount of such dividend reduces the
Restricted Payments Account;
	 
	 	(2)	 	the making of any Restricted Payment in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary of the
Company) of, Equity Interests of the Company (other than Disqualified Stock) or




 









 






	 	 	 	from the substantially concurrent contribution of common equity capital to the
Company; provided that the amount of any such net cash proceeds that are utilized
for any such Restricted Payment will be excluded from clause (2) of the second
paragraph of this Section 4.07;






	 	(3)	 	the defeasance, redemption, repurchase or other acquisition of Indebtedness of
the Company or any Guarantor that is contractually subordinated to the Notes or to any
Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of
Permitted Refinancing Indebtedness;
	 
	 	(4)	 	the payment of any dividend (or, in the case of any partnership or limited
liability company, any similar distribution) by a Restricted Subsidiary of the Company
to the holders of its Equity Interests on a pro rata basis;
	 
	 	(5)	 	the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company or any
direct or indirect parent of the Company of a Restricted Subsidiary held by any current
or former officer, director or employee of the Company or any of its Restricted
Subsidiaries or any direct or indirect parent of the Company of a Restricted Subsidiary
pursuant to any equity subscription agreement, stock option agreement, shareholders’
agreement or similar agreement; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests may not exceed $3.0 million
in any twelve-month period and provided that such transaction reduces the Restricted
Payments Account in the amount of such repurchase, redemption or other acquisition or
retirement;
	 
	 	(6)	 	the repurchase of Equity Interests deemed to occur upon the exercise of stock
options to the extent such Equity Interests represent a portion of the exercise price
of those stock options;
	 
	 	(7)	 	the declaration and payment of regularly scheduled or accrued dividends to
holders of any class or series of Disqualified Stock of the Company or any Restricted
Subsidiary of the Company issued on or after the date of this Indenture in accordance
with the Debt to Cash Flow Ratio test described in Section 4.09 hereof, provided that
the amount of such dividend reduces the Restricted Payments Account;
	 
	 	(8)	 	payments in connection with a Tax-Sharing Agreement;
	 
	 	(9)	 	payments in connection with the redemption of an aggregate principal amount of
$18.1 million of the Company’s 9.5% Senior Subordinated Notes due 2009; and
	 
	 	(10)	 	other Restricted Payments from and after the date of this Indenture not to
exceed $35.0 million in the aggregate.





     The amount of all Restricted Payments (other than cash) shall be the Fair Market Value



 









 







on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred
or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment. The Fair Market Value of any assets or securities that are required to be
valued by this Section 4.07 shall be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the Fair Market Value exceeds $25.0 million.



     Notwithstanding the foregoing, it shall not constitute a breach of or failure to comply with
this Section 4.07 if the Restricted Payments Account fails to exceed $1.00.”



     Section 1.2 Amendment to Section 4.09 Incurrence of Indebtedness and Issuance of Preferred
Stock. Section 4.09 of the Indenture is hereby amended and restated in its entirety to read as
follows:



     “The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock and the Company’s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or
issue preferred stock, if the Company’s Debt to Cash Flow Ratio at the time of incurrence of such
Indebtedness or the issuance of such Disqualified Stock or preferred stock, after giving pro forma
effect to such incurrence or issuance as of such date and to the use of proceeds therefrom as if
the same had occurred at the beginning of the most recently ended four full fiscal quarter period
of the Company for which internal financial statements are available, would have been no greater
than 5.0 to 1.



     The first paragraph of this Section 4.09 will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”):




	 	(1)	 	the incurrence by the Company and its Restricted Subsidiaries of additional
Indebtedness and letters of credit under Credit Facilities in an aggregate principal
amount at any one time outstanding under this clause (1) (with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of the
Company and its Subsidiaries thereunder) not to exceed $1.0 billion less the aggregate
amount of all Net Proceeds of Asset Sales applied by the Company or any of its
Restricted Subsidiaries since the date of Supplemental Indenture No. 4 to this
Indenture to repay any term Indebtedness under a Credit Facility or to repay any
revolving credit Indebtedness under a Credit Facility and effect a corresponding
permanent commitment reduction thereunder pursuant to Section 4.10 hereof;
	 
	 	(2)	 	the incurrence by the Company and its Restricted Subsidiaries of the Existing
Indebtedness;




 









 












	 	(3)	 	the incurrence by the Company and the Guarantors of Indebtedness represented by
the Notes and the related Note Guarantees to be issued on the date of this Indenture
and the Exchange Notes and the related Note Guarantees to be issued pursuant to the
Registration Rights Agreement;
	 
	 	(4)	 	the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase
money obligations, in each case, incurred for the purpose of financing all or any part
of the purchase price or cost of cellular wireless licenses, design, construction,
installation or improvement of property, plant or equipment used in the business of the
Company or any of its Restricted Subsidiaries, in an aggregate principal amount,
including all Permitted Refinancing Indebtedness incurred to refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this clause (4),
not to exceed $25.0 million at any time outstanding;
	 
	 	(5)	 	the incurrence by the Company or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are
used to refund, refinance, replace, defease or discharge Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be incurred under
the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5) or (12) of this
paragraph;
	 
	 	(6)	 	the incurrence by the Company or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however, that:






	 	(a)	 	if the Company or any Guarantor is the obligor on such
Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness
must be expressly subordinated to the prior payment in full in cash of all
Obligations then due with respect to the Notes, in the case of the Company, or
the Note Guarantee, in the case of a Guarantor; and
	 
	 	(b)	 	(i) any subsequent issuance or transfer of Equity Interests
that results in any such Indebtedness being held by a Person other than the
Company or a Restricted Subsidiary of the Company and (ii) any sale or other
transfer of any such Indebtedness to a Person that is not either the Company or
a Restricted Subsidiary of the Company;






will be deemed, in each case, to constitute an incurrence of such Indebtedness by
the Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (6);




	 	(7)	 	the issuance by any of the Company’s Restricted Subsidiaries to the Company or
to any of its Restricted Subsidiaries of shares of preferred stock; provided, however,
that:




 









 












	 	(a)	 	any subsequent issuance or transfer of Equity Interests that
results in any such preferred stock being held by a Person other than the
Company or a Restricted Subsidiary of the Company; and
	 
	 	(b)	 	any sale or other transfer of any such preferred stock to a
Person that is not either the Company or a Restricted Subsidiary of the
Company;





will be deemed, in each case, to constitute an issuance of such preferred stock by
such Restricted Subsidiary that was not permitted by this clause
(7);




	 	(8)	 	the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations in the ordinary course of business;
	 
	 	(9)	 	the guarantee by the Company or any of the Guarantors of Indebtedness of the
Company or a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 4.09; provided that if the Indebtedness being
guaranteed is subordinated to or pari passu with the Notes, then the guarantee shall be
subordinated to the same extent as the Indebtedness guaranteed;
	 
	 	(10)	 	the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness in respect of workers’ compensation claims, self-insurance obligations,
bankers’ acceptances, performance and surety bonds in the ordinary course of business;
	 
	 	(11)	 	the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument inadvertently drawn against insufficient funds, so
long as such Indebtedness is covered within five business days; and
	 
	 	(12)	 	the incurrence by the Company or any of its Restricted Subsidiaries of
additional Indebtedness in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred
pursuant to this clause (12), not to exceed $50.0 million.





     The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of payment to any other
Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually
subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially
identical terms; provided, however, that no Indebtedness will be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being
unsecured or by virtue of being secured on a first or junior Lien basis.



     For purposes of determining compliance with the provisions of this Section 4.09, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the categories



 









 







of Permitted Debt described in clauses (1) through (12) above, or is entitled to be incurred
pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify
such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of
such item of Indebtedness, in any manner that complies with the provisions of this Section 4.09.
Indebtedness, if any, under Credit Facilities of the Company outstanding on the date on which Notes
are first issued and authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the definition of
Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional Indebtedness with the same
terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the
same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that
the amount thereof is included in Fixed Charges of the Company as accrued. Notwithstanding any
other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any
Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded
solely as a result of fluctuations in exchange rates or currency values.



     The amount of any Indebtedness outstanding as of any date will be:




	 	(1)	 	the accreted value of the Indebtedness, in the case of any Indebtedness issued
with original issue discount;
	 
	 	(2)	 	the outstanding and unpaid principal amount of the Indebtedness, in the case of
any other Indebtedness; and
	 
	 	(3)	 	in respect of Indebtedness of another Person secured by a Lien on the assets of
the specified Person, the lesser of:






	 	(a)	 	the Fair Market Value of such asset at the date of determination, and
	 
	 	(b)	 	the amount of the Indebtedness of the other Person.”





ARTICLE II

MISCELLANEOUS PROVISIONS




     Section 2.1 Indenture. Except as amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every
Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be
bound by the Indenture as amended hereby. Subject to Section 12.01 of the Indenture, in the case of
conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental
Indenture shall control.



 









 





     Section 2.2 Severability. In case any provision in this Supplemental Indenture 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.



     Section 2.3 Capitalized Terms. Capitalized terms used herein but not defined shall have the
meanings assigned to them in the Indenture.



     Section 2.4 Effect of Headings. The Article and Section headings used herein are for
convenience only and shall not affect the construction of this Supplemental Indenture.



     Section 2.5 Trustee Makes No Representations. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.



     Section 2.6 Certain Duties and Responsibilities of the Trustee. In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Indenture relating to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.



     Section 2.7 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     Section 2.8 Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent one and the
same agreement.



     Section 2.9 Successors. All agreements of the Issuer, the Guarantors and the Trustee in this
Supplemental Indenture and the Notes and Note Guarantees shall bind their respective successors.



     Section 2.10 Effectiveness. The provisions of Article I of this Supplemental Indenture shall
be effective at the time the Issuer accepts for purchase at least a majority in principal amount of
the outstanding Notes issued under the Indenture.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




 









 








     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture No. 4 to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	AMERICAN CELLULAR CORPORATION

 	 
	 	By:  	/s/ Ronald L. Ripley
 	 
	 	 	Name:  	Ronald L. Ripley 	 
	 	 	Title:  	Vice President 	 
	 
	 	ACC HOLDINGS, LLC

 	 
	 	By:  	Dobson Communications Corporation, its sole 	 
	 	 	member 	 
	 	 	 
	 	By:  	                                              /s/ Ronald L. Ripley
 	 
	 	 	Name:  	Ronald L. Ripley 	 
	 	 	Title:  	Vice President 	 
	 
	 	ACC LEASE CO., LLC

 	 
	 	By:  	/s/ Ronald L. Ripley
 	 
	 	 	Name:  	Ronald L. Ripley 	 
	 	 	Title:  	Vice President of sole member 	 
	 
	 	HIGHLAND CELLULAR, LLC

 	 
	 	By:  	American Cellular Corporation, its sole member 	 
	 	 	 	 
	 	By:  	                                              /s/ Ronald L. Ripley
 	 
	 	 	Name:  	Ronald L. Ripley 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF OKLAHOMA, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Rachel Redd-Singleton
 	 
	 	 	Name:  	Rachel Redd-Singleton 	 
	 	 	Title:  	Vice President and Trust Officer