Common use of FIRST PARAGRAPH Clause in Contracts

FIRST PARAGRAPH. The second sentence of the first paragraph of the --------------- Standby Commitment Letter is hereby amended in its entirety to read as follows: It is our understanding that in connection with the Reorganization, among other things: (a) pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended by the First Amendment thereto dated as of September 3, 1998 (the "Merger Agreement"), among Arch, a wholly owned subsidiary of Arch ("Merger Sub"), Parent and MobileMedia, MobileMedia will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Arch; (b) pursuant to the Merger Agreement, Arch will make available for distribution pursuant to a plan of reorganization of the Debtors in the form attached as Exhibit A to the Merger Agreement, with such amendments and modifications thereto as are made in a manner consistent with clause (e) of Section 5 hereto (such plan of reorganization being referred to herein as the "Plan"), (i) cash, (ii) shares of its Common Stock, par value $.01 per share ("Existing Arch Common Stock"), and (iii) either (A) if a Rights Offering Adjustment (as defined in Schedule II to the Merger Agreement) shall not have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Warrants"), with such Arch Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B to the Merger Agreement (the "Arch Warrant Agreement") or (B) if a Rights Offering Adjustment shall have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Participation Warrants"), with such Arch Participation Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B-1 to the Merger Agreement (the "Arch Participation Warrant Agreement"); (c) holders of unsecured non-priority claims against the Debtors ("Unsecured Claims"), to the extent such Unsecured Claims are Allowed (as defined in the Plan), will receive pursuant to the Plan (i) shares of Existing Arch Common Stock and (ii) rights to purchase ("Rights") for cash either (A) if a Rights Offering Adjustment shall not have occurred, units ("Units") consisting of (x) shares of Existing Arch Common Stock and (y) Arch Warrants or (B) if a Rights Offering Adjustment shall have occurred, shares of Existing Arch Common Stock ("Rights Shares"); (d) holders of claims arising under or relating to the Credit Agreement, dated December 4, 1995, as amended, among MobileMedia and the other parties thereto ("Secured Claims"), to the extent such Secured Claims are Allowed, will receive pursuant to the Plan cash in an amount equal to 100% of such claims; (e) all of the outstanding equity interests in MobileMedia and Parent will be canceled without consideration and Parent will be dissolved; and (f) the commitments under the DIP Loan Agreement will terminate and all amounts owed under or in respect of the DIP Loan Agreement will be paid in full in cash. Arch will conduct the Stockholder Rights Offering, in which it will issue to holders of Buyer Stock Stockholder Rights to acquire shares of Existing Arch Common Stock if a Rights Offering Adjustment shall have occurred, and, in addition, if a Rights Offering Adjustment shall have occurred, immediately following the Combination, Arch will issue Arch Participation Warrants to the stockholders of Arch to the extent any Stockholder Rights issued to such Stockholder Rights Holder were not exercised. Section 1( a). Section 1(a) of the Standby Commitment Letter is hereby ------------ amended in its entirety to read as follows: (a) to exercise any Rights distributed to it in respect of its Allowed Unsecured Claims in accordance with the Plan and not thereafter sold or transferred as permitted by Section 3 below to purchase either (i) if a Rights Offering Adjustment shall not have occurred, Units or (ii) if a Rights Offering Adjustment shall have occurred, Rights Shares, to the extent that the aggregate purchase price payable upon such exercise, as determined in accordance with

FIRST PARAGRAPH. The second sentence of the first paragraph of the --------------- Standby Commitment Letter is hereby amended in its entirety to read as follows: It is our understanding that in connection with the Reorganization, among other things: (a) pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended by the First Amendment thereto dated as of September 3, 1998 (the "Merger Agreement"), among Arch, a wholly owned subsidiary of Arch ("Merger Sub"), Parent and MobileMedia, MobileMedia will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Arch; (b) pursuant to the Merger Agreement, Arch will make available for distribution pursuant to a plan of reorganization of the Debtors in the form attached as Exhibit A to the Merger Agreement, with such amendments and modifications thereto as are made in a manner consistent with clause (e) of Section 5 hereto (such plan of reorganization being referred to herein as the "Plan"), (i) cash, (ii) shares of its Common Stock, par value $.01 per share ("Existing Arch Common Stock"), and (iii) either (A) if a Rights Offering Adjustment (as defined in Schedule II to the Merger Agreement) shall not have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Warrants"), with such Arch Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B to the Merger Agreement (the "Arch Warrant Agreement") or (B) if a Rights Offering Adjustment shall have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Participation Warrants"), with such Arch Participation Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B-1 to the Merger Agreement (the "Arch Participation Warrant Agreement"); (c) holders of unsecured non-priority claims against the Debtors ("Unsecured Claims"), to the extent such Unsecured Claims are Allowed (as defined in the Plan), will receive pursuant to the Plan (i) shares of Existing Arch Common Stock and (ii) rights to purchase ("Rights") for cash either (A) if a Rights Offering Adjustment shall not have occurred, units ("Units") consisting of (x) shares of Existing Arch Common Stock and (y) Arch Warrants or (B) if a Rights Offering Adjustment shall have occurred, shares of Existing Arch Common Stock ("Rights Shares"); (d) holders of claims arising under or relating to the Credit Agreement, dated December 4, 1995, as amended, among MobileMedia and the other parties thereto ("Secured Claims"), to the extent such Secured Claims are Allowed, will receive pursuant to the Plan cash in an amount equal to 100% of such claims; (e) all of the outstanding equity interests in MobileMedia and Parent will be canceled without consideration and Parent will be dissolved; and (f) the commitments under the DIP Loan Agreement will terminate and all amounts owed under or in respect of the DIP Loan Agreement will be paid in full in cash. Arch will conduct the Stockholder Rights Offering, in which it will issue to holders of Buyer Stock Stockholder Rights to acquire shares of Existing Arch Common Stock if a Rights Offering Adjustment shall have occurred, and, in addition, if a Rights Offering Adjustment shall have occurred, immediately following the Combination, Arch will issue Arch Participation Warrants to the stockholders of Arch to the extent any Stockholder Rights issued to such Stockholder Rights Holder were not exercised. Section 1( a). Section 1(a) of the Standby Commitment Letter is hereby ------------ amended in its entirety to read as follows: (a) to exercise any Rights distributed to it in respect of its Allowed Unsecured Claims in accordance with the Plan and not thereafter sold or transferred as permitted by Section 3 below to purchase either (i) if a Rights Offering Adjustment shall not have occurred, Units or (ii) if a Rights Offering Adjustment shall have occurred, Rights Shares, to the extent that the aggregate purchase price payable upon such exercise, as determined in accordance withwith Schedule II to the Merger Agreement (the "Subscription Price"), does not exceed the Rights Exercise Commitment Amount of the Standby Purchaser as set forth in Annex I hereto;

FIRST PARAGRAPH. The second sentence and third sentences of the first --------------- paragraph of the --------------- Standby Commitment Letter is are hereby amended in its their entirety to read as follows: It is our understanding that in connection with the Reorganization, among other things: (a) pursuant to the Agreement and Plan of Merger, dated as of the date hereof August 18, 1998 (as amended by the First Amendment thereto dated as of September 3, 1998 (and the Second Amendment thereto dated as of December 1, 1998, the "Merger Agreement"), among Arch, a wholly owned subsidiary of Arch ("Merger Sub"), Parent and MobileMedia, MobileMedia will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Arch; (b) pursuant to the Merger Agreement, Arch will make available for distribution pursuant to a plan of reorganization of the Debtors in the form attached as Exhibit A to the Merger Agreement, with such amendments and modifications thereto as are made in a manner consistent with clause (e) of Section 5 hereto (such plan of reorganization being referred to herein as the "Plan"), (i) cash, cash and (ii) shares of its Common Stock, par value $.01 per share ("Existing Arch Common Stock"), and (iii) either (A) if a Rights Offering Adjustment (as defined in Schedule II to the Merger Agreement) shall not have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Warrants"), with such Arch Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B to the Merger Agreement (the "Arch Warrant Agreement") or (B) if a Rights Offering Adjustment shall have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Participation Warrants"), with such Arch Participation Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B-1 to the Merger Agreement (the "Arch Participation Warrant Agreement"); (c) holders of unsecured non-priority claims against the Debtors ("Unsecured Claims"), to the extent such Unsecured Claims are Allowed (as defined in the Plan), will receive pursuant to the Plan (i) an aggregate of 14,344,969 shares of Existing Arch Common Stock and (ii) rights to purchase ("Rights") for cash either (A) if a Rights Offering Adjustment shall not have occurred, units ("Units") consisting an aggregate of (x) shares of Existing Arch Common Stock and (y) Arch Warrants or (B) if a Rights Offering Adjustment shall have occurred, 108,500,000 shares of Existing Arch Common Stock ("Rights Shares") for $2.00 per share in cash (the "Subscription Price"); (d) holders of claims arising under or relating to the Credit Agreement, dated December 4, 1995, as amended, among MobileMedia and the other parties thereto ("Secured Claims"), to the extent such Secured Claims are Allowed, will receive pursuant to the Plan cash in an amount equal to 100% of such claims; (e) all of the outstanding equity interests in MobileMedia and Parent will be canceled without consideration and Parent will be dissolved; and (f) the commitments under the DIP Loan Agreement will terminate and all amounts owed under or in respect of the DIP Loan Agreement will be paid in full in cash. Arch will conduct the Stockholder Rights Offering, in which it will issue to holders of Buyer Stock Stockholder Rights to acquire an aggregate of 44,893,166 shares of Existing Arch Common Stock if a Rights Offering Adjustment shall have occurredStock, and, in addition, if a Rights Offering Adjustment shall have occurred, immediately following the Combination, Arch will issue warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Participation Warrants"), with such Arch Participation Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B-1 to the Merger Agreement (the "Arch Participation Warrant Agreement"), to the stockholders of Arch to the extent any Stockholder Rights issued to such Stockholder Rights Holder were not exercised. Section 1( a). Section 1(a) of the Standby Commitment Letter is hereby ------------ amended in its entirety to read as follows: (a) to exercise any Rights distributed to it in respect of its Allowed Unsecured Claims in accordance with the Plan and not thereafter sold or transferred as permitted by Section 3 below to purchase either (i) if a Rights Offering Adjustment shall not have occurred, Units or (ii) if a Rights Offering Adjustment shall have occurred, Rights Shares, to the extent that the aggregate purchase price payable upon such exercise, as determined in accordance with

FIRST PARAGRAPH. The second sentence of the first paragraph of the --------------- Standby Commitment Letter is hereby amended in its entirety to read as follows: It is our understanding that in connection with the Reorganization, among other things: (a) pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended by the First Amendment thereto dated as of September 3, 1998 (the "Merger Agreement"), among Arch, a wholly owned subsidiary of Arch ("Merger Sub"), Parent and MobileMedia, MobileMedia will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Arch; (b) pursuant to the Merger Agreement, Arch will make available for distribution pursuant to a plan of reorganization of the Debtors in the form attached as Exhibit A to the Merger Agreement, with such amendments and modifications thereto as are made in a manner consistent with clause (e) of Section 5 hereto (such plan of reorganization being referred to herein as the "Plan"), (i) cash, (ii) shares of its Common Stock, par value $.01 per share ("Existing Arch Common Stock"), and (iii) either (A) if a Rights Offering Adjustment (as defined in Schedule II to the Merger Agreement) shall not have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Warrants"), with such Arch Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B to the Merger Agreement (the "Arch Warrant Agreement") or (B) if a Rights Offering Adjustment shall have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Participation Warrants"), with such Arch Participation Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B-1 to the Merger Agreement (the "Arch Participation Warrant Agreement"); (c) holders of unsecured non-priority claims against the Debtors ("Unsecured Claims"), to the extent such Unsecured Claims are Allowed (as defined in the Plan), will receive pursuant to the Plan (i) shares of Existing Arch Common Stock and (ii) rights to purchase ("Rights") for cash either (A) if a Rights Offering Adjustment shall not have occurred, units ("Units") consisting of (x) shares of Existing Arch Common Stock and (y) Arch Warrants or (B) if a Rights Offering Adjustment shall have occurred, shares of Existing Arch Common Stock ("Rights Shares"); (d) holders of claims arising under or relating to the Credit Agreement, dated December 4, 1995, as amended, among MobileMedia and the other parties thereto ("Secured Claims"), to the extent such Secured Claims are Allowed, will receive pursuant to the Plan cash in an amount equal to 100% of such claims; (e) all of the outstanding equity interests in MobileMedia and Parent will be canceled without consideration and Parent will be dissolved; and (f) the commitments under the DIP Loan Agreement will terminate and all amounts owed under or in respect of the DIP Loan Agreement will be paid in full in cash. Arch will conduct the Stockholder Rights Offering, in which it will issue to holders of Buyer Stock Stockholder Rights to acquire shares of Existing Arch Common Stock if a Rights Offering Adjustment shall have occurred, and, in addition, if a Rights Offering Adjustment shall have occurred, immediately following the Combination, Arch will issue Arch Participation Warrants to the stockholders of Arch to the extent any Stockholder Rights issued to such Stockholder Rights Holder were not exercised. Section 1( a). Section 1(a) of the Standby Commitment Letter is hereby ------------ amended in its entirety to read as follows: (a) to exercise any Rights distributed to it in respect of its Allowed Unsecured Claims in accordance with the Plan and not thereafter sold or transferred as permitted by Section 3 below to purchase either (i) if a Rights Offering Adjustment shall not have occurred, Units or (ii) if a Rights Offering Adjustment shall have occurred, Rights Shares, to the extent that the aggregate purchase price payable upon such exercise, as determined in accordance with

FIRST PARAGRAPH. The second sentence of the first paragraph of the --------------- Standby Commitment Letter is hereby amended in its entirety to read as follows: It is our understanding that in connection with the Reorganization, among other things: (a) pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended by the First Amendment thereto dated as of September 3, 1998 (the "Merger Agreement"), among Arch, a wholly owned subsidiary of Arch ("Merger Sub"), Parent and MobileMedia, MobileMedia will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Arch; (b) pursuant to the Merger Agreement, Arch will make available for distribution pursuant to a plan of reorganization of the Debtors in the form attached as Exhibit A to the Merger Agreement, with such amendments and modifications thereto as are made in a manner consistent with clause (e) of Section 5 hereto (such plan of reorganization being referred to herein as the "Plan"), (i) cash, (ii) shares of its Common Stock, par value $.01 per share ("Existing Arch Common Stock"), and (iii) either (A) if a Rights Offering Adjustment (as defined in Schedule II to the Merger Agreement) shall not have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Warrants"), with such Arch Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B to the Merger Agreement (the "Arch Warrant Agreement") or (B) if a Rights Offering Adjustment shall have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Participation Warrants"), with such Arch Participation Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B-1 to the Merger Agreement (the "Arch Participation Warrant Agreement"); (c) holders of unsecured non-priority claims against the Debtors ("Unsecured Claims"), to the extent such Unsecured Claims are Allowed (as defined in the Plan), will receive pursuant to the Plan (i) shares of Existing Arch Common Stock and (ii) rights to purchase ("Rights") for cash either (A) if a Rights Offering Adjustment shall not have occurred, units ("Units") consisting of (x) shares of Existing Arch Common Stock and (y) Arch Warrants or (B) if a Rights Offering Adjustment shall have occurred, shares of Existing Arch Common Stock ("Rights Shares"); (d) holders of claims arising under or relating to the Credit Agreement, dated December 4, 1995, as amended, among MobileMedia and the other parties thereto ("Secured Claims"), to the extent such Secured Claims are Allowed, will receive pursuant to the Plan cash in an amount equal to 100% of such claims; (e) all of the outstanding equity interests in MobileMedia and Parent will be canceled without consideration and Parent will be dissolved; and (f) the commitments under the DIP Loan Agreement will terminate and all amounts owed under or in respect of the DIP Loan Agreement will be paid in full in cash. Arch will conduct the Stockholder Rights Offering, in which it will issue to holders of Buyer Stock Stockholder Rights to acquire shares of Existing Arch Common Stock if a Rights Offering Adjustment shall have occurred, and, in addition, if a Rights Offering Adjustment shall have occurred, immediately following the Combination, Arch will issue Arch Participation Warrants to the stockholders of Arch to the extent any Stockholder Rights issued to such Stockholder Rights Holder were not exercised. Section 1( a). Section 1(a) of the Standby Commitment Letter is hereby ------------ amended in its entirety to read as follows: (a) to exercise any Rights distributed to it in respect of its Allowed Unsecured Claims in accordance with the Plan and not thereafter sold or transferred as permitted by Section 3 below to purchase either (i) if a Rights Offering Adjustment shall not have occurred, Units or (ii) if a Rights Offering Adjustment shall have occurred, Rights Shares, to the extent that the aggregate purchase price payable upon such exercise, as determined in accordance withwith Schedule II to the Merger Agreement (the "Subscription Price"), does not

FIRST PARAGRAPH. The second sentence of the first paragraph of the --------------- Standby Commitment Letter is hereby amended in its entirety to read as follows: It is our understanding that in connection with the Reorganization, among other things: (a) pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended by the First Amendment thereto dated as of September 3, 1998 (the "Merger Agreement"), among Arch, a wholly owned subsidiary of Arch ("Merger Sub"), Parent and MobileMedia, MobileMedia will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Arch; (b) pursuant to the Merger Agreement, Arch will make available for distribution pursuant to a plan of reorganization of the Debtors in the form attached as Exhibit A to the Merger Agreement, with such amendments and modifications thereto as are made in a manner consistent with clause (e) of Section 5 hereto (such plan of reorganization being referred to herein as the "Plan"), (i) cash, (ii) shares of its Common Stock, par value $.01 per share ("Existing Arch Common Stock"), and (iii) either (A) if a Rights Offering Adjustment (as defined in Schedule II to the Merger Agreement) shall not have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Warrants"), with such Arch Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B to the Merger Agreement (the "Arch Warrant Agreement") or (B) if a Rights Offering Adjustment shall have occurred, warrants entitling the holders thereof to purchase shares of Existing Arch Common Stock ("Arch Participation Warrants"), with such Arch Participation Warrants to be issued pursuant to, and to have the terms set forth in, a warrant agreement in the form attached as Exhibit B-1 to the Merger Agreement (the "Arch Participation Warrant Agreement"); (c) holders of unsecured non-priority claims against the Debtors ("Unsecured Claims"), to the extent such Unsecured Claims are Allowed (as defined in the Plan), will receive pursuant to the Plan (i) shares of Existing Arch Common Stock and (ii) rights to purchase ("Rights") for cash either (A) if a Rights Offering Adjustment shall not have occurred, units ("Units") consisting of (x) shares of Existing Arch Common Stock and (y) Arch Warrants or (B) if a Rights Offering Adjustment shall have occurred, shares of Existing Arch Common Stock ("Rights Shares"); (d) holders of claims arising under or relating to the Credit Agreement, dated December 4, 1995, as amended, among MobileMedia and the other parties thereto ("Secured Claims"), to the extent such Secured Claims are Allowed, will receive pursuant to the Plan cash in an amount equal to 100% of such claims; (e) all of the outstanding equity interests in MobileMedia and Parent will be canceled without consideration and Parent will be dissolved; and (f) the commitments under the DIP Loan Agreement will terminate and all amounts owed under or in respect of the DIP Loan Agreement will be paid in full in cash. Arch will conduct the Stockholder Rights Offering, in which it will issue to holders of Buyer Stock Stockholder Rights to acquire shares of Existing Arch Common Stock if a Rights Offering Adjustment shall have occurred, and, in addition, if a Rights Offering Adjustment shall have occurred, immediately following the Combination, Arch will issue Arch Participation Warrants to the stockholders of Arch to the extent any Stockholder Rights issued to such Stockholder Rights Holder were not exercised. Section 1( a). Section 1(a) of the Standby Commitment Letter is hereby ------------ amended in its entirety to read as follows: (a) to exercise any Rights distributed to it in respect of its Allowed Unsecured Claims in accordance with the Plan and not thereafter sold or transferred as permitted by Section 3 below to purchase either (i) if a Rights Offering Adjustment shall not have occurred, Units or (ii) if a Rights Offering Adjustment shall have occurred, Rights Shares, to the extent that the aggregate purchase price payable upon such exercise, as determined in accordance with