exv4w1



 








Exhibit
4.1




SUPPLEMENTAL INDENTURE




     THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 7,
2006, among AMERICAN CELLULAR CORPORATION (as successor in interest to ACC Escrow Corp.), a
Delaware corporation (the “Company”), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, as
trustee (the “Trustee”), and ACC Lease Co., LLC (as successor in interest to ACC Lease Co.,
Inc.), an Oklahoma limited liability company, as guarantor (the “Guarantor”), supplements
that certain Indenture, as previously supplemented (the “Indenture”), dated as of August 8,
2003, among the Company, the Guarantor and the Trustee. All capitalized terms used herein and not
otherwise defined shall have the meanings ascribed thereto in the Indenture.



RECITALS




     WHEREAS, the Company and the Guarantor have heretofore executed and delivered to the Trustee
the Indenture, providing for the issuance of the Company’s 10%
Senior Notes due 2011 (the
“Notes”);



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the Guarantors and
the Trustee may under certain circumstances amend or supplement the Indenture without the consent
of any Holder;



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Company and the Guarantor
desire to modify Section 5.01 of the Indenture; and



     WHEREAS, the Company has certified to the Trustee in accordance with the terms of the
Indenture that this Supplemental Indenture complies with the Indenture and all covenants and
conditions precedent to the execution and delivery of this Supplemental Indenture by the Trustee,
and the effectiveness hereof, have been satisfied.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each party covenants and agrees as
follows for the benefit of the other parties and for the equal and ratable benefit of the Holders
of the Notes, as follows:



ARTICLE 1.




AMENDMENTS




     Section 1.01 Article 5 of the Indenture is hereby amended by amending and restating the final
paragraph of Section 5.01 in its entirety to read as follows:



     This Section 5.01 shall not apply to:




     (1) a merger of Escrow Corp. with ACC;



 









 






     (2) a merger of the Company with an Affiliate solely for the purpose of reincorporating
the Company in another jurisdiction; and




     (3) any merger or consolidation or sale, transfer, assignment, conveyance, lease or
other disposition of assets between or among the Company and its Restricted Subsidiaries.



ARTICLE 2.




MISCELLANEOUS




     Section 2.01 This Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Indenture with respect to the Notes and, as provided in the Indenture, this
Supplemental Indenture forms a part thereof with respect to the Notes. Except as herein modified,
the Indenture is in all respects ratified and confirmed with respect to the Notes and all the
terms, provisions and conditions thereof shall be and remain in full force and effect with respect
to the Notes and every Holder of Notes shall be bound hereby. Except as expressly otherwise
defined, the use of the terms and expressions herein is in accordance with the definitions, uses
and constructions contained in the Indenture.



     Section 2.02 If any provision of 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 2.03 THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SUPPLEMENTAL INDENTURE BUT 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 2.04 This parties may sign any number of copies of this Supplemental Indenture. Each
signed copy will be an original, but all of them together represent the same agreement.



     Section 2.05 The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Company and the Guarantor.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture 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 	 
	 
	 	THE BANK OF OKLAHOMA, NATIONAL 

ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Rachel Redd-Singleton
 	 
	 	 	Name:  	Rachel Redd-Singleton 	 
	 	 	Title:  	Vice President & Trust Officer 	 
	 
	 	ACC LEASE CO., LLC, as Guarantor





By: American Cellular Corporation, its sole 

member

 	 
	 	By:  	/s/ Ronald L. Ripley
 	 
	 	 	Name:  	Ronald L. Ripley 	 
	 	 	Title:  	Vice President