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Exhibit 10.1
NOTE REPURCHASE
AGREEMENT
AGREEMENT
dated as of _______, 2003 between Arch Wireless Holdings, Inc., a Delaware corporation
(“AWHI”), and the undersigned holder (“Holder”).
In
consideration of the mutual agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
As soon as practicable following the execution of this Agreement, Holder shall
sell to AWHI, and AWHI shall purchase from Holder, $_______ in aggregate face
principal amount ($_______ compounded value as of ______) of AWHI’s 12%
Subordinated Secured Compounding Notes due 2009 (the “Notes”) for a
cash purchase price of $_______ plus all accrued and unpaid interest thereon
from ________ through the date of payment ($_______ as of _______).
2.
The parties acknowledge and agree that: (a) Holder has asked AWHI not to
disclose to Holder any material, non-public information concerning AWHI or its
affiliates; (b) AWHI may have material, non-public information concerning the
business, assets, liabilities, results of operation and/or prospects of AWHI
and/or AWHI’s affiliates, including for example, but without limitation,
information concerning AWHI’s anticipated operating results for the quarter
ended September 30, 2003 and future periods and possible business combination
transactions involving AWHI and/or its affiliates; (c) neither AWHI nor anyone
affiliated with AWHI has provided any material, non-public information
concerning AWHI or its affiliates to Holder; (d) neither AWHI nor anyone
affiliated with AWHI has provided any representation or warranty, express or
implied, to Holder except as specifically contained herein; and (e) AWHI is
relying on the accuracy of Holder’s representations herein in entering into
this transaction.
3.
Holder represents and warrants that: (a) it is an “accredited
investor” within the meaning of Rule 501 under the Securities Act of 1933,
as amended; (b) it is a sophisticated investor and has made the decision to sell
the Notes to AWHI independently, based upon its analysis of available
information and without reliance on AWHI; (c) it has sufficient information
concerning AWHI and the Notes and sufficient experience in business, financial
and investment matters to be able to evaluate the merits and risks involved with
this transaction, to make an informed investment decision with respect to this
transaction and to negotiate the terms of this transaction; (d) Holder has had
the opportunity to consult with such legal, financial and other advisors as it
deems appropriate with respect to this transaction; (e) it has full power and
authority to enter into and perform this agreement and to sell, assign and
transfer the Notes to AWHI; and (f) the Notes are free and clear of all liens,
charges and encumbrances created by Holder.
4.
Holder waives any and all rights and claims it may have or hereafter acquire
against AWHI and its affiliates relating to any failure to disclose to Holder
any material, non-public information concerning AWHI or its affiliates in
connection with this transaction.
5.
AWHI represents and warrants that it has full power and authority to enter into
and perform this agreement and to purchase the Notes from Holder.
6.
Upon AWHI’s request, Holder shall execute and deliver such documents and
instruments as are necessary to evidence and effect the sale, assignment and
transfer of the Notes to AWHI.
7.
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without giving effect to its conflicts of law rules.
8.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, executors, representatives,
successors and assigns.
IN
WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written
above.
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