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EXHIBIT 4.7
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METROCALL, INC.
COMPANY
AND
THE BANK OF NEW YORK COMPANY, INC.
TRUSTEE
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SECOND SUPPLEMENTAL
INDENTURE
DATED AS OF DECEMBER 30, 1997
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11 7/8% SENIOR SUBORDINATED NOTES DUE 2005
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SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture (this "Second Supplemental
Indenture") is dated and is effective as of December 30, 1997, and is by and
between METROCALL, INC., a Delaware corporation (the "Company"), and THE BANK OF
NEW YORK COMPANY, INC., a New York banking corporation, as trustee (the
"Trustee").
W I T N E S S E T H:
WHEREAS, ProNet Inc., a Delaware corporation (the "Predecessor"), has
heretofore entered into an Indenture dated as of June 15, 1995 (as modified by
the Supplemental Indenture dated as of May 28, 1996, the "Indenture"), with
First Interstate Bank of Texas, N.A., the predecessor trustee to the Trustee,
pursuant to which the Predecessor issued $100,000,000 aggregate principal amount
of its 11 7/8% Senior Subordinated Notes Due 2005 (the "Securities");
WHEREAS, the Predecessor, pursuant to an Agreement and Plan of Merger
dated as of August 8, 1997, between the Company and the Predecessor (the "Merger
Agreement"), has merged with and into the Company;
WHEREAS, in accordance with the Merger Agreement, the Company has
succeeded to all right, title and interest of certain property of the
Predecessor and assumed the Predecessor's debts, liabilities, duties and
obligations, including the Predecessor's obligations under the Indenture;
WHEREAS, under Section 5.1 of the Indenture, the Predecessor shall
not merge into any other corporation unless (among other things) the corporation
into which the Predecessor is merged shall be a corporation organized under the
laws of the United States of America, any state thereof or the District of
Columbia, and shall expressly assume, by a supplemental indenture executed and
delivered to the Trustee, in form satisfactory to the Trustee, the Predecessor's
obligation for the due and punctual payment of the principal (premium, if any,
on) and interest on all the Securities and the performance and observance of
every covenant of the Indenture on the part of the Predecessor to be performed
or observed;
WHEREAS, the Company and the Trustee are authorized pursuant to
Section 9.1 of the Indenture to execute this Second Supplemental Indenture
without the consent of the Holders of the Securities in order to comply with
Section 5.1, to evidence the merger of the Predecessor with and into the Company
and to evidence the assumption by the Company of the covenants of the
Predecessor in the Indenture and in the Securities;
WHEREAS, all the requirements of law and the bylaws and Certificate
of Incorporation of the Company have been fully complied with and all other acts
and things necessary to make this Second Supplemental Indenture a valid, binding
and legal instrument for the uses and
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purposes herein set forth have been done and performed, including the
authorization of the execution and delivery of the Second Supplemental Indenture
by the Board of Directors of the Company;
NOW, THEREFORE, in consideration of the premises herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Trustee have joined in the
execution and delivery of this Second Supplemental Indenture.
ARTICLE ONE
INCORPORATION OF INDENTURE; DEFINITIONS; NOTICES
1.1 Incorporation of Indenture. This Second Supplemental Indenture
constitutes a supplement to the Indenture, and the Indenture and this Second
Supplemental Indenture shall be read together and shall have effect so far as
practicable as though all of the provisions thereof and hereof are contained in
one instrument.
1.2 Definitions.
(a) The defined term "Company" as used in the Indenture shall mean
"Metrocall, Inc." instead of "ProNet Inc."
(b) All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings assigned to such terms in the Indenture.
1.3 Notices. The addresses of the Company and the Trustee listed in
Section 12.2 of the Indenture shall be amended to read as follows:
If to the Company: Metrocall, Inc.
0000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxxx X. Xxxxx
With a copy to: Xxxxxx, Xxxxxx & Xxxxxxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxx X. Xxxxx
If to the Trustee: The Bank of New York
21st Floor West
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000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Corporate Trust Trustee Administration
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 or 815-5917
ARTICLE TWO
ASSUMPTION OF COVENANTS; EFFECTIVE TIME
2.1 Assumptions of Obligations. The Company expressly and unconditionally
assumes the due and punctual payment of the principal of (and premium, if any,
on) and interest on all the Securities and the performance and observance of
every obligation and covenant of the Indenture on the part of the Predecessor to
be performed or observed. The Company shall succeed to, and be substituted for,
and may exercise every right and power of, the Predecessor under the Indenture
with the same effect as if the Company had been so named therein, and, the
Predecessor is hereby relieved of such obligations and covenants under the
Indenture and the Securities in accordance with Section 5.2 of the Indenture.
2.2 Effective Time. This Second Supplemental Indenture is executed by the
Company and the Trustee pursuant to the provisions of Section 9.1 of the
Indenture and shall take effect immediately upon its execution by the Company
and the Trustee and its delivery to the Trustee by the Company.
ARTICLE THREE
MISCELLANEOUS
4.1 Full Force and Effect. The Indenture, as supplemented by this Second
Supplemental Indenture, remains in full force and effect and is hereby ratified
and confirmed as the valid and binding obligation of the parties hereto. Except
as expressly modified herein, all terms, provisions and conditions of the
Indenture will remain unchanged and are and shall remain in full force and
effect for the full term thereof, and this Second Supplemental Indenture shall
be interpreted with the Indenture as one and the same instrument.
4.2 Multiple Counterparts. This Second Supplemental Indenture may be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument.
4.3 Headings for Convenience Only. The headings of the Sections of this
Second Supplemental Indenture are used for convenience of reference only and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof.
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4.4 Governing Law. This Second Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York without
regard to conflicts of law principles thereof.
4.5 Successors and Assigns. All covenants and agreements in this Second
Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.
4.6 Trustee Not Responsible for Recitals, etc. The recitals contained
herein shall be taken as the statements of the Company, and the Trustee assumes
no responsibility whatsoever for their correctness nor for the validity or
sufficiency of this Second Supplemental Indenture or for the due execution
hereof by the Company.
4.7 Certain Duties and Responsibilities of the Trustee. In entering into
this Second Supplemental Indenture, the Trustee accepts the modifications of the
Indenture effected by this Second Supplemental Indenture and agrees to execute
the trusts created by the Indenture as hereby modified, but only upon the terms
and conditions set forth in the Indenture. The Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee, whether or not
elsewhere herein so provided.
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be executed and delivered effective as of the date
first mentioned hereinabove.
METROCALL, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Chief Financial Officer
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THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Assistant Vice President
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