Exhibit 4(a)
FIRST AMENDMENT TO THE RIGHTS AGREEMENT AND CERTIFICATION OF
COMPLIANCE WITH SECTION 27 THEREOF
Pursuant to Section 27 of the Rights Agreement (the "Agreement") dated as
of December 12, 1996, between National Wireless Holdings, Inc., a Delaware
corporation (the "Company"), and Continental Stock Transfer and Trust Company
(the "Rights Agent"), the Company and the Rights Agent hereby amend the
Agreement as of June 2, 2000, as provided below.
1. REDEMPTION AND TERMINATION. Section 23 shall be amended as follows:
(a) Current subsection (b) shall be deleted.
(b) Current subsections (c) and (d) shall become subsections (b) and (c),
respectively.
2. SUPPLEMENTS AND AMENDMENTS. Section 27 shall be amended by deleting the
last sentence of such section.
The undersigned officer of the Company, being an appropriate officer of the
Company and authorized to do so by resolution of the board of directors of the
Company dated as of June 2, 2000, hereby certifies to the Rights Agent that
these amendments are in compliance with the terms of Section 27 of the
Agreement.
NATIONAL WIRELESS HOLDINGS INC. Attest:
By: /s/ Xxxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxx
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx
Title: President Title: Secretary
Acknowledged and Agreed:
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY,
as Rights Agent
Attest:
By: /s/ Xxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxxxx
Name: Xxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxx
Title: Vice President Title: Chairman
