EXHIBIT 99.4
X.X. XXXX ASSET MANAGEMENT CO., L.L.C.
00 Xxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
February 8, 1999
Arch Communications Group, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
MobileMedia Communications, Inc.
Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxx, Xxx Xxxxxx 00000
Re: Amendment to Commitment
-----------------------
Gentlemen:
Reference is made to the letter agreement, dated August 18, 1998 (as
amended pursuant to the letter agreements dated September 3, 1998 and December
1, 1998, the "Standby Commitment Letter"), among Arch Communications Group,
Inc., MobileMedia Communications, Inc. and X. X. Xxxx Asset Management Co.,
L.L.C. Terms used herein with initial capital letters that are not otherwise
defined shall have the meanings ascribed to such terms in the Standby Commitment
Letter.
The parties hereto hereby agree as follows:
1. New Sections 5(m) and 5(n). Section 5 of the Standby Commitment
--------------------------
Letter is hereby amended (i) to replace the period at the end of subsection (l)
of Section 5 thereof with a semicolon and (ii) to add the following subsections
(m) and (n) at the end of Section 5 thereof:
(m) Arch shall have delivered to the Standby Purchaser (i) the Arch
1998 Audited Financial Statements (as defined in Section 10(j) below),
accompanied by the AA 1998 Audit Report (as defined in Section 10(j) below)
and the 1998 Financial Statement Certification (as defined in Section 10(j)
below), in accordance with Section 10(j) and (ii) the AA Letter (as defined
in Section 10(k) below) in accordance with Section 10(k); and
(n) Arch 1998 Adjusted EBITDA (as defined in Section 10(j) below)
shall have been not less than $136.5 million.
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 2
2. Amendment to Section 10(f). Section 10(f) of the Standby Commitment
--------------------------
Letter is hereby amended to delete the reference to "$100,000" and to substitute
therefor a reference to "$150,000".
3. New Sections 10(j) and 10(k). Section 10 of the Standby Commitment
----------------------------
Letter is hereby amended to add the following subsections (j) and (k) at the end
thereof:
(j) Year-End Financial Statements. As promptly as practicable after
-----------------------------
they become available (and, in any event, at least two business days prior
to the Closing Date), Arch will deliver to the Standby Purchaser the
audited consolidated balance sheet of Arch and the Buyer Subsidiaries as of
December 31, 1998 and the related audited consolidated statements of
operations, stockholders' equity or deficit and cash flows for the year
ended December 31, 1998 (collectively, the "Arch 1998 Audited Financial
Statements"), accompanied by:
(i) an audit report (that is unqualified and contains no explanatory
paragraphs) of Xxxxxx Xxxxxxxx LLP ("AA"), Arch's independent
public accountants, relating to the Arch 1998 Audited Financial
Statements stating that, in the opinion of AA, the Arch 1998
Audited Financial Statements present fairly, in all material
respects, the consolidated financial position of Arch and the
Buyer Subsidiaries as of December 31, 1998 and the results of
their operations for the year ended December 31, 1998, in
conformity with GAAP (the "AA 1998 Audit Report"); and
(ii) a certificate (the "1998 Financial Statement Certificate") signed
by the chief financial officer of Arch, on behalf of Arch:
(A) stating that (I) the Arch 1998 Audited Financial Statements
were prepared in accordance with GAAP and present fairly the
consolidated financial position of Arch and the Buyer
Subsidiaries as of December 31, 1998 and the consolidated
results of operations and cash flows for the year ended
December 31, 1998, and (II) neither Arch nor any Buyer
Subsidiary has any liability (whether known or unknown,
whether absolute or contingent, whether liquidated or
unliquidated, whether due or to become due), except for (x)
liabilities separately shown or expressly reserved on the
balance sheet included in the Arch 1998 Audited Financial
Statements, (y) liabilities that have arisen since December
31, 1998 in the Ordinary Course of Business of Arch or any
Buyer Subsidiary and that are similar in nature and amount
to the liabilities that arose during the comparable period
of time in the immediately preceding fiscal period, and (z)
liabilities incurred in the Ordinary Course of Business of
Arch or any Buyer
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 3
Subsidiary that are not required by GAAP to be reflected on
the balance sheet included in the Arch 1998 Audited
Financial Statements and that are not in the aggregate
material; and
(B) setting forth (I) Arch's earnings before interest, taxes,
depreciation and amortization (net of restructuring charges,
write-off of capitalized software, equity in loss of
affiliates, income tax benefit, interest and non-operating
expenses (net) and extraordinary items) ("Arch 1998 Adjusted
EBITDA") for the fiscal year ended December 31, 1998, as
derived from the Arch 1998 Audited Financial Statements and
(II) the calculation thereof.
(k) AA Letter. As promptly as practicable (and, in any event, at
---------
least two business days prior to the Closing Date), Arch will cause AA to
deliver to the Standby Purchaser a letter dated as of a date on or after
February 8, 1999 and on or prior to the date which is two business days
prior to the Closing Date, addressed to the Standby Purchaser (the "AA
Letter"), which letter shall be either:
(i) if the Standby Purchaser provides to AA a representation letter
(substantially in the form of the letter attached hereto as
Exhibit L), together with an opinion of counsel and any other
---------
documentation required to be provided by an addressee of a so-
called "comfort letter" under applicable accounting guidelines,
including without limitation Statement on Auditing Standards No.
72, as amended by Statements on Auditing Standards Nos. 76 and
86, and AU Section 634 (collectively, the "AA-Required
Documentation"), in form, scope and substance substantially
similar to the letter expected to be delivered by AA to the
underwriters, placement agents or initial purchasers of
securities in connection with the issuance of debt securities by
Arch as part of its financing for the transactions contemplated
by the Merger Agreement, a draft of which is attached hereto as
Exhibit M, except that such letter shall refer to the
---------
Registration Statement on Form S-4 (File No. 333-62211) rather
than the offering memorandum relating to such issuance of debt;
or
(ii) if the Standby Purchaser does not provide to AA the AA-Required
Documentation, in substantially the form of the letter attached
hereto as Exhibit N; provided that the Standby Purchaser shall
---------
have provided to AA a letter substantially in the form of the
letter attached hereto as Exhibit O.
---------
4. Continuation of Standby Commitment Letter. Except as specifically
-----------------------------------------
amended hereby and subject to paragraph 6 below, the Standby Commitment Letter
shall continue in full force and effect and is hereby certified and confirmed in
all respects.
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 4
5. Consent to Amendments. The Standby Purchaser hereby (a) consents to
---------------------
the amendments to the Other Standby Purchase Commitments to be effected by the
letter agreements attached as Exhibit C-3 hereto, which amendments shall be
-----------
entered into simultaneously herewith, (b) consents to the Third Amendment dated
as of February 8, 1999 to the Merger Agreement and each of the exhibits,
schedules and annexes, if any, attached thereto, and (c) agrees that the form
and substance thereof are reasonably satisfactory to the Standby Purchaser.
6. No Waiver. Nothing herein shall be deemed to constitute a waiver by
---------
any party of any default, misrepresentation or breach of warranty or covenant or
any failure to satisfy any condition (including, without limitation, the
conditions set forth in Sections 5 and 6 of the Standby Commitment Letter) that
may exist under the Standby Commitment Letter.
7. Governing Law. This letter agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware without regard to
its principles of conflicts of law.
8. Counterparts. This letter agreement may be executed in counterparts
------------
which, taken together, shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 5
If the foregoing accurately reflects your understanding with respect to the
matters set forth herein, please confirm by executing and returning a copy of
this letter to the undersigned, whereupon this letter will become a valid and
binding obligation of each party hereto.
Very truly yours,
X. X. Xxxx Asset Management Co., L.L.C.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx, Esq.
Its: Attorney-in-Fact
Address: 00 Xxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Esq.
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 6
ACCEPTED AND AGREED TO:
Arch Communications Group, Inc.
By: /s/ J. Xxx Xxxxxx
---------------------------------
Name: J. Xxx Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Chairman and Chief
Executive Officer
With a copy to: Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxx X. Xxxxxxxx
Subject to entry of the Confirmation Order:
MobileMedia Communications, Inc.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Its: Chairman-Restructuring
Address: Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxx, XX 00000
Attn: Chairman-Restructuring
With a copy to: Sidley & Austin
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
NORTHWESTERN MUTUAL SERIES FUND, INC.
for the High Yield Bond Portfolio
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
February 8, 1999
Arch Communications Group, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
MobileMedia Communications, Inc.
Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxx, Xxx Xxxxxx 00000
Re: Amendment to Commitment
-----------------------
Gentlemen:
Reference is made to the letter agreement, dated August 18, 1998 (as
amended pursuant to the letter agreements dated September 3, 1998 and December
1, 1998, the "Standby Commitment Letter"), among Arch Communications Group,
Inc., MobileMedia Communications, Inc. and Northwestern Mutual Series Fund, Inc.
for the High Yield Bond Portfolio. Terms used herein with initial capital
letters that are not otherwise defined shall have the meanings ascribed to such
terms in the Standby Commitment Letter.
The parties hereto hereby agree as follows:
1. New Sections 5(m) and 5(n). Section 5 of the Standby Commitment
--------------------------
Letter is hereby amended (i) to replace the period at the end of subsection (l)
of Section 5 thereof with a semicolon and (ii) to add the following subsections
(m) and (n) at the end of Section 5 thereof:
(m) Arch shall have delivered to the Standby Purchaser (i) the Arch
1998 Audited Financial Statements (as defined in Section 10(j) below),
accompanied by the AA 1998 Audit Report (as defined in Section 10(j) below)
and the 1998 Financial Statement Certification (as defined in Section 10(j)
below), in accordance with Section 10(j) and (ii) the AA Letter (as defined
in Section 10(k) below) in accordance with Section 10(k); and
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 2
(n) Arch 1998 Adjusted EBITDA (as defined in Section 10(j) below)
shall have been not less than $136.5 million.
2. Amendment to Section 10(f). Section 10(f) of the Standby Commitment
--------------------------
Letter is hereby amended to delete the reference to "$100,000" and to substitute
therefor a reference to "$150,000".
3. New Sections 10(j) and 10(k). Section 10 of the Standby Commitment
----------------------------
Letter is
hereby amended to add the following subsections (j) and (k) at the end thereof:
(j) Year-End Financial Statements. As promptly as practicable after
-----------------------------
they become available (and, in any event, at least two business days prior
to the Closing Date), Arch will deliver to the Standby Purchaser the
audited consolidated balance sheet of Arch and the Buyer Subsidiaries as of
December 31, 1998 and the related audited consolidated statements of
operations, stockholders' equity or deficit and cash flows for the year
ended December 31, 1998 (collectively, the "Arch 1998 Audited Financial
Statements"), accompanied by:
(i) an audit report (that is unqualified and contains no
explanatory paragraphs) of Xxxxxx Xxxxxxxx LLP ("AA"),
Arch's independent public accountants, relating to the
Arch 1998 Audited Financial Statements stating that, in
the opinion of AA, the Arch 1998 Audited Financial
Statements present fairly, in all material respects, the
consolidated financial position of Arch and the Buyer
Subsidiaries as of December 31, 1998 and the results of
their operations for the year ended December 31, 1998, in
conformity with GAAP (the "AA 1998 Audit Report"); and
(ii) a certificate (the "1998 Financial Statement Certificate")
signed by the chief financial officer of Arch, on behalf
of Arch:
(A) stating that (I) the Arch 1998 Audited Financial
Statements were prepared in accordance with GAAP and
present fairly the consolidated financial position of
Arch and the Buyer Subsidiaries as of December 31,
1998 and the consolidated results of operations and
cash flows for the year ended December 31, 1998, and
(II) neither Arch nor any Buyer Subsidiary has any
liability (whether known or unknown, whether absolute
or contingent, whether liquidated or unliquidated,
whether due or to become due), except for (x)
liabilities separately shown or expressly reserved on
the balance sheet included in the Arch 1998 Audited
Financial Statements, (y) liabilities that have
arisen since December 31, 1998 in the Ordinary Course
of Business of Arch or any Buyer
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 3
Subsidiary and that are similar in nature and amount
to the liabilities that arose during the comparable
period of time in the immediately preceding fiscal
period, and (z) liabilities incurred in the Ordinary
Course of Business of Arch or any Buyer Subsidiary
that are not required by GAAP to be reflected on the
balance sheet included in the Arch 1998 Audited
Financial Statements and that are not in the
aggregate material; and
(B) setting forth (I) Arch's earnings before interest,
taxes, depreciation and amortization (net of
restructuring charges, write-off of capitalized
software, equity in loss of affiliates, income tax
benefit, interest and non-operating expenses (net)
and extraordinary items) ("Arch 1998 Adjusted
EBITDA") for the fiscal year ended December 31, 1998,
as derived from the Arch 1998 Audited Financial
Statements and (II) the calculation thereof.
(k) AA Letter. As promptly as practicable (and, in any event, at
---------
least two business days prior to the Closing Date), Arch will cause AA to
deliver to the Standby Purchaser a letter dated as of a date on or after
February 8, 1999 and on or prior to the date which is two business days
prior to the Closing Date, addressed to the Standby Purchaser (the "AA
Letter"), which letter shall be either:
(i) if the Standby Purchaser provides to AA a representation letter
(substantially in the form of the letter attached hereto as
Exhibit L), together with an opinion of counsel and any other
---------
documentation required to be provided by an addressee of a so-
called "comfort letter" under applicable accounting guidelines,
including without limitation Statement on Auditing Standards No.
72, as amended by Statements on Auditing Standards Nos. 76 and
86, and AU Section 634 (collectively, the "AA-Required
Documentation"), in form, scope and substance substantially
similar to the letter expected to be delivered by AA to the
underwriters, placement agents or initial purchasers of
securities in connection with the issuance of debt securities by
Arch as part of its financing for the transactions contemplated
by the Merger Agreement, a draft of which is attached hereto as
Exhibit M, except that such letter shall refer to the
---------
Registration Statement on Form S-4 (File No. 333-62211) rather
than the offering memorandum relating to such issuance of debt;
or
(ii) if the Standby Purchaser does not provide to AA the AA-Required
Documentation, in substantially the form of the letter attached
hereto as Exhibit N; provided that the Standby Purchaser shall
---------
have provided to AA a letter substantially in the form of the
letter attached hereto as Exhibit O.
---------
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 4
4. Continuation of Standby Commitment Letter. Except as specifically
-----------------------------------------
amended hereby and subject to paragraph 6 below, the Standby Commitment Letter
shall continue in full force and effect and is hereby certified and confirmed in
all respects.
5. Consent to Amendments. The Standby Purchaser hereby (a) consents to
---------------------
the amendments to the Other Standby Purchase Commitments to be effected by the
letter agreements attached as Exhibit C-3 hereto, which amendments shall be
-----------
entered into simultaneously herewith, (b) consents to the Third Amendment dated
as of February 8, 1999 to the Merger Agreement and each of the exhibits,
schedules and annexes, if any, attached thereto, and (c) agrees that the form
and substance thereof are reasonably satisfactory to the Standby Purchaser.
6. No Waiver. Nothing herein shall be deemed to constitute a waiver by
---------
any party of any default, misrepresentation or breach of warranty or covenant or
any failure to satisfy any condition (including, without limitation, the
conditions set forth in Sections 5 and 6 of the Standby Commitment Letter) that
may exist under the Standby Commitment Letter.
7. Governing Law. This letter agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware without regard to
its principles of conflicts of law.
8. Counterparts. This letter agreement may be executed in counterparts
------------
which, taken together, shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 5
If the foregoing accurately reflects your understanding with respect to the
matters set forth herein, please confirm by executing and returning a copy of
this letter to the undersigned, whereupon this letter will become a valid and
binding obligation of each party hereto.
Very truly yours,
Northwestern Mutual Series Fund, Inc.
for the High Yield Bond Portfolio
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Its: Vice President
Address: c/o The Northwestern Mutual Life
Insurance Company
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Securities Department
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 6
ACCEPTED AND AGREED TO:
Arch Communications Group, Inc.
By: /s/ J. Xxx Xxxxxx
------------------------------------
Name: J. Xxx Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Chairman and Chief
Executive Officer
With a copy to: Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxx X. Xxxxxxxx
Subject to entry of the Confirmation Order:
MobileMedia Communications, Inc.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Its: Chairman-Restructuring
Address: Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxx, XX 00000
Attn: Chairman-Restructuring
With a copy to: Sidley & Austin
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
February 8, 1999
Arch Communications Group, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
MobileMedia Communications, Inc.
Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxx, Xxx Xxxxxx 00000
Re: Amendment to Commitment
-----------------------
Gentlemen:
Reference is made to the letter agreement, dated August 18, 1998 (as
amended pursuant to the letter agreements dated September 3, 1998 and December
1, 1998, the "Standby Commitment Letter"), among Arch Communications Group,
Inc., MobileMedia Communications, Inc. and The Northwestern Mutual Life
Insurance Company. Terms used herein with initial capital letters that are not
otherwise defined shall have the meanings ascribed to such terms in the Standby
Commitment Letter.
The parties hereto hereby agree as follows:
1. New Sections 5(m) and 5(n). Section 5 of the Standby Commitment
--------------------------
Letter is hereby amended (i) to replace the period at the end of subsection (l)
of Section 5 thereof with a semicolon and (ii) to add the following subsections
(m) and (n) at the end of Section 5 thereof:
(m) Arch shall have delivered to the Standby Purchaser (i) the Arch
1998 Audited Financial Statements (as defined in Section 10(j) below),
accompanied by the AA 1998 Audit Report (as defined in Section 10(j) below)
and the 1998 Financial Statement Certification (as defined in Section 10(j)
below), in accordance with Section 10(j) and (ii) the AA Letter (as defined
in Section 10(k) below) in accordance with Section 10(k); and
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 2
(n) Arch 1998 Adjusted EBITDA (as defined in Section 10(j) below)
shall have been not less than $136.5 million.
2. Amendment to Section 10(f). Section 10(f) of the Standby Commitment
--------------------------
Letter is hereby amended to delete the reference to "$100,000" and to substitute
therefor a reference to "$150,000".
3. New Sections 10(j) and 10(k). Section 10 of the Standby Commitment
----------------------------
Letter is hereby amended to add the following subsections (j) and (k) at the end
thereof:
(j) Year-End Financial Statements. As promptly as practicable after
-----------------------------
they become available (and, in any event, at least two business days prior
to the Closing Date), Arch will deliver to the Standby Purchaser the
audited consolidated balance sheet of Arch and the Buyer Subsidiaries as of
December 31, 1998 and the related audited consolidated statements of
operations, stockholders' equity or deficit and cash flows for the year
ended December 31, 1998 (collectively, the "Arch 1998 Audited Financial
Statements"), accompanied by:
(i) an audit report (that is unqualified and contains no explanatory
paragraphs) of Xxxxxx Xxxxxxxx LLP ("AA"), Arch's independent
public accountants, relating to the Arch 1998 Audited Financial
Statements stating that, in the opinion of AA, the Arch 1998
Audited Financial Statements present fairly, in all material
respects, the consolidated financial position of Arch and the
Buyer Subsidiaries as of December 31, 1998 and the results of
their operations for the year ended December 31, 1998, in
conformity with GAAP (the "AA 1998 Audit Report"); and
(ii) a certificate (the "1998 Financial Statement Certificate") signed
by the chief financial officer of Arch, on behalf of Arch:
(A) stating that (I) the Arch 1998 Audited Financial Statements
were prepared in accordance with GAAP and present fairly the
consolidated financial position of Arch and the Buyer
Subsidiaries as of December 31, 1998 and the consolidated
results of operations and cash flows for the year ended
December 31, 1998, and (II) neither Arch nor any Buyer
Subsidiary has any liability (whether known or unknown,
whether absolute or contingent, whether liquidated or
unliquidated, whether due or to become due), except for (x)
liabilities separately shown or expressly reserved on the
balance sheet included in the Arch 1998 Audited Financial
Statements, (y) liabilities that have arisen since December
31, 1998 in the Ordinary Course of Business of Arch or any
Buyer Subsidiary and that are similar in nature and amount
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 3
to the liabilities that arose during the comparable period
of time in the immediately preceding fiscal period, and (z)
liabilities incurred in the Ordinary Course of Business of
Arch or any Buyer Subsidiary that are not required by GAAP
to be reflected on the balance sheet included in the Arch
1998 Audited Financial Statements and that are not in the
aggregate material; and
(B) setting forth (I) Arch's earnings before interest, taxes,
depreciation and amortization (net of restructuring charges,
write-off of capitalized software, equity in loss of
affiliates, income tax benefit, interest and non-operating
expenses (net) and extraordinary items) ("Arch 1998 Adjusted
EBITDA") for the fiscal year ended December 31, 1998, as
derived from the Arch 1998 Audited Financial Statements and
(II) the calculation thereof.
(k) AA Letter. As promptly as practicable (and, in any event, at
---------
least two business days prior to the Closing Date), Arch will cause AA to
deliver to the Standby Purchaser a letter dated as of a date on or after
February 8, 1999 and on or prior to the date which is two business days
prior to the Closing Date, addressed to the Standby Purchaser (the "AA
Letter"), which letter shall be either:
(i) if the Standby Purchaser provides to AA a representation letter
(substantially in the form of the letter attached hereto as
Exhibit L), together with an opinion of counsel and any other
---------
documentation required to be provided by an addressee of a so-
called "comfort letter" under applicable accounting guidelines,
including without limitation Statement on Auditing Standards No.
72, as amended by Statements on Auditing Standards Nos. 76 and
86, and AU Section 634 (collectively, the "AA-Required
Documentation"), in form, scope and substance substantially
similar to the letter expected to be delivered by AA to the
underwriters, placement agents or initial purchasers of
securities in connection with the issuance of debt securities by
Arch as part of its financing for the transactions contemplated
by the Merger Agreement, a draft of which is attached hereto as
Exhibit M, except that such letter shall refer to the
---------
Registration Statement on Form S-4 (File No. 333-62211) rather
than the offering memorandum relating to such issuance of debt;
or
(ii) if the Standby Purchaser does not provide to AA the AA-Required
Documentation, in substantially the form of the letter attached
hereto as Exhibit N; provided that the Standby Purchaser shall
---------
have provided to AA a letter substantially in the form of the
letter attached hereto as Exhibit O.
---------
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 4
4. Continuation of Standby Commitment Letter. Except as specifically
-----------------------------------------
amended hereby and subject to paragraph 6 below, the Standby Commitment Letter
shall continue in full force and effect and is hereby certified and confirmed in
all respects.
5. Consent to Amendments. The Standby Purchaser hereby (a) consents to
---------------------
the amendments to the Other Standby Purchase Commitments to be effected by the
letter agreements attached as Exhibit C-3 hereto, which amendments shall be
-----------
entered into simultaneously herewith, (b) consents to the Third Amendment dated
as of February 8, 1999 to the Merger Agreement and each of the exhibits,
schedules and annexes, if any, attached thereto, and (c) agrees that the form
and substance thereof are reasonably satisfactory to the Standby Purchaser.
6. No Waiver. Nothing herein shall be deemed to constitute a waiver by
---------
any party of any default, misrepresentation or breach of warranty or covenant or
any failure to satisfy any condition (including, without limitation, the
conditions set forth in Sections 5 and 6 of the Standby Commitment Letter) that
may exist under the Standby Commitment Letter.
7. Governing Law. This letter agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware without regard to
its principles of conflicts of law.
8. Counterparts. This letter agreement may be executed in counterparts
------------
which, taken together, shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 5
If the foregoing accurately reflects your understanding with respect to the
matters set forth herein, please confirm by executing and returning a copy of
this letter to the undersigned, whereupon this letter will become a valid and
binding obligation of each party hereto.
Very truly yours,
The Northwestern Mutual Life
Insurance Company
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Its: Authorized Representative
Address: 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Securities Department
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 6
ACCEPTED AND AGREED TO:
Arch Communications Group, Inc.
By: /s/ J. Xxx Xxxxxx
--------------------------------
Name: J. Xxx Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Chairman and Chief
Executive Officer
With a copy to: Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxx X. Xxxxxxxx
Subject to entry of the Confirmation Order:
MobileMedia Communications, Inc.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Its: Chairman-Restructuring
Address: Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxx, XX 00000
Attn: Chairman-Restructuring
With a copy to: Sidley & Austin
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
for its Group Annuity Separate Account
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
February 8, 1999
Arch Communications Group, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
MobileMedia Communications, Inc.
Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxx, Xxx Xxxxxx 00000
Re: Amendment to Commitment
-----------------------
Gentlemen:
Reference is made to the letter agreement, dated August 18, 1998 (as
amended pursuant to the letter agreements dated September 3, 1998 and December
1, 1998, the "Standby Commitment Letter"), among Arch Communications Group,
Inc., MobileMedia Communications, Inc. and The Northwestern Mutual Life
Insurance Company for its Group Annuity Separate Account. Terms used herein
with initial capital letters that are not otherwise defined shall have the
meanings ascribed to such terms in the Standby Commitment Letter.
The parties hereto hereby agree as follows:
1. New Sections 5(m) and 5(n). Section 5 of the Standby Commitment
--------------------------
Letter is hereby amended (i) to replace the period at the end of subsection (l)
of Section 5 thereof with a semicolon and (ii) to add the following subsections
(m) and (n) at the end of Section 5 thereof:
(m) Arch shall have delivered to the Standby Purchaser (i) the Arch
1998 Audited Financial Statements (as defined in Section 10(j) below),
accompanied by the AA 1998 Audit Report (as defined in Section 10(j) below)
and the 1998 Financial Statement Certification (as defined in Section 10(j)
below), in accordance with Section 10(j) and (ii) the AA Letter (as defined
in Section 10(k) below) in accordance with Section 10(k); and
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 2
(n) Arch 1998 Adjusted EBITDA (as defined in Section 10(j) below)
shall have been not less than $136.5 million.
2. Amendment to Section 10(f). Section 10(f) of the Standby Commitment
--------------------------
Letter is hereby amended to delete the reference to "$100,000" and to substitute
therefor a reference to "$150,000".
3. New Sections 10(j) and 10(k). Section 10 of the Standby Commitment
----------------------------
Letter is hereby amended to add the following subsections (j) and (k) at the end
thereof:
(j) Year-End Financial Statements. As promptly as practicable after
-----------------------------
they become available (and, in any event, at least two business days prior
to the Closing Date), Arch will deliver to the Standby Purchaser the
audited consolidated balance sheet of Arch and the Buyer Subsidiaries as of
December 31, 1998 and the related audited consolidated statements of
operations, stockholders' equity or deficit and cash flows for the year
ended December 31, 1998 (collectively, the "Arch 1998 Audited Financial
Statements"), accompanied by:
(i) an audit report (that is unqualified and contains no
explanatory paragraphs) of Xxxxxx Xxxxxxxx LLP ("AA"),
Arch's independent public accountants, relating to the
Arch 1998 Audited Financial Statements stating that, in
the opinion of AA, the Arch 1998 Audited Financial
Statements present fairly, in all material respects, the
consolidated financial position of Arch and the Buyer
Subsidiaries as of December 31, 1998 and the results of
their operations for the year ended December 31, 1998, in
conformity with GAAP (the "AA 1998 Audit Report"); and
(ii) a certificate (the "1998 Financial Statement Certificate")
signed by the chief financial officer of Arch, on behalf
of Arch:
(A) stating that (I) the Arch 1998 Audited Financial
Statements were prepared in accordance with GAAP and
present fairly the consolidated financial position of
Arch and the Buyer Subsidiaries as of December 31,
1998 and the consolidated results of operations and
cash flows for the year ended December 31, 1998, and
(II) neither Arch nor any Buyer Subsidiary has any
liability (whether known or unknown, whether absolute
or contingent, whether liquidated or unliquidated,
whether due or to become due), except for (x)
liabilities separately shown or expressly reserved on
the balance sheet included in the Arch 1998 Audited
Financial Statements, (y) liabilities that have
arisen since December 31, 1998 in the Ordinary Course
of Business of Arch or any Buyer
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 3
Subsidiary and that are similar in nature and amount
to the liabilities that arose during the comparable
period of time in the immediately preceding fiscal
period, and (z) liabilities incurred in the Ordinary
Course of Business of Arch or any Buyer Subsidiary
that are not required by GAAP to be reflected on the
balance sheet included in the Arch 1998 Audited
Financial Statements and that are not in the
aggregate material; and
(B) setting forth (I) Arch's earnings before interest,
taxes, depreciation and amortization (net of
restructuring charges, write-off of capitalized
software, equity in loss of affiliates, income tax
benefit, interest and non-operating expenses (net)
and extraordinary items) ("Arch 1998 Adjusted
EBITDA") for the fiscal year ended December 31, 1998,
as derived from the Arch 1998 Audited Financial
Statements and (II) the calculation thereof.
(k) AA Letter. As promptly as practicable (and, in any event, at
---------
least two business days prior to the Closing Date), Arch will cause AA to
deliver to the Standby Purchaser a letter dated as of a date on or after
February 8, 1999 and on or prior to the date which is two business days
prior to the Closing Date, addressed to the Standby Purchaser (the "AA
Letter"), which letter shall be either:
(i) if the Standby Purchaser provides to AA a representation
letter (substantially in the form of the letter attached
hereto as Exhibit L), together with an opinion of counsel
---------
and any other documentation required to be provided by an
addressee of a so-called "comfort letter" under applicable
accounting guidelines, including without limitation
Statement on Auditing Standards No. 72, as amended by
Statements on Auditing Standards Nos. 76 and 86, and AU
Section 634 (collectively, the "AA-Required
Documentation"), in form, scope and substance
substantially similar to the letter expected to be
delivered by AA to the underwriters, placement agents or
initial purchasers of securities in connection with the
issuance of debt securities by Arch as part of its
financing for the transactions contemplated by the
Merger Agreement, a draft of which is attached hereto as
Exhibit M, except that such letter shall refer to the
---------
Registration Statement on Form S-4 (File No. 333-62211)
rather than the offering memorandum relating to such
issuance of debt; or
(ii) if the Standby Purchaser does not provide to AA the AA-
Required Documentation, in substantially the form of the
letter attached hereto as Exhibit N; provided that the
---------
Standby Purchaser shall have provided to AA a letter
substantially in the form of the letter attached hereto as
Exhibit O.
---------
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 4
4. Continuation of Standby Commitment Letter. Except as specifically
-----------------------------------------
amended hereby and subject to paragraph 6 below, the Standby Commitment Letter
shall continue in full force and effect and is hereby certified and confirmed in
all respects.
5. Consent to Amendments. The Standby Purchaser hereby (a) consents to
---------------------
the amendments to the Other Standby Purchase Commitments to be effected by the
letter agreements attached as Exhibit C-3 hereto, which amendments shall be
-----------
entered into simultaneously herewith, (b) consents to the Third Amendment dated
as of February 8, 1999 to the Merger Agreement and each of the exhibits,
schedules and annexes, if any, attached thereto, and (c) agrees that the form
and substance thereof are reasonably satisfactory to the Standby Purchaser.
6. No Waiver. Nothing herein shall be deemed to constitute a waiver by
---------
any party of any default, misrepresentation or breach of warranty or covenant or
any failure to satisfy any condition (including, without limitation, the
conditions set forth in Sections 5 and 6 of the Standby Commitment Letter) that
may exist under the Standby Commitment Letter.
7. Governing Law. This letter agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware without regard to
its principles of conflicts of law.
8. Counterparts. This letter agreement may be executed in counterparts
------------
which, taken together, shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 5
If the foregoing accurately reflects your understanding with respect to the
matters set forth herein, please confirm by executing and returning a copy of
this letter to the undersigned, whereupon this letter will become a valid and
binding obligation of each party hereto.
Very truly yours,
The Northwestern Mutual Life
Insurance Company
for its Group Annuity Separate Account
By: Northwestern Investment
Management Company
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Its: Managing Director
Address: 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Securities
Department
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 6
ACCEPTED AND AGREED TO:
Arch Communications Group, Inc.
By: /s/ J. Xxx Xxxxxx
------------------------------------
Name: J. Xxx Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Chairman and Chief
Executive Officer
With a copy to: Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxx X. Xxxxxxxx
Subject to entry of the Confirmation Order:
MobileMedia Communications, Inc.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Its: Chairman-Restructuring
Address: Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxx, XX 00000
Attn: Chairman-Restructuring
With a copy to: Sidley & Austin
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
WHIPPOORWILL ASSOCIATES, INC.
00 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
February 8, 1999
Arch Communications Group, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
MobileMedia Communications, Inc.
Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxx, Xxx Xxxxxx 00000
Re: Amendment to Commitment
-----------------------
Gentlemen:
Reference is made to the letter agreement, dated August 18, 1998 (as
amended pursuant to the letter agreements dated September 3, 1998 and December
1, 1998, the "Standby Commitment Letter"), among Arch Communications Group,
Inc., MobileMedia Communications, Inc. and Whippoorwill Associates, Inc. Terms
used herein with initial capital letters that are not otherwise defined shall
have the meanings ascribed to such terms in the Standby Commitment Letter.
The parties hereto hereby agree as follows:
1. New Sections 5(m) and 5(n). Section 5 of the Standby Commitment
--------------------------
Letter is hereby amended (i) to replace the period at the end of subsection (l)
of Section 5 thereof with a semicolon and (ii) to add the following subsections
(m) and (n) at the end of Section 5 thereof:
(m) Arch shall have delivered to the Standby Purchaser (i) the Arch
1998 Audited Financial Statements (as defined in Section 10(j) below),
accompanied by the AA 1998 Audit Report (as defined in Section 10(j) below)
and the 1998 Financial Statement Certification (as defined in Section 10(j)
below), in accordance with Section 10(j) and (ii) the AA Letter (as defined
in Section 10(k) below) in accordance with Section 10(k); and
(n) Arch 1998 Adjusted EBITDA (as defined in Section 10(j) below)
shall have been not less than $136.5 million.
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 2
2. Amendment to Section 10(f). Section 10(f) of the Standby Commitment
--------------------------
Letter is hereby amended to delete the reference to "$100,000" and to substitute
therefor a reference to "$150,000".
3. New Sections 10(j) and 10(k). Section 10 of the Standby Commitment
----------------------------
Letter is hereby amended to add the following subsections (j) and (k) at the end
thereof:
(j) Year-End Financial Statements. As promptly as practicable after
-----------------------------
they become available (and, in any event, at least two business days prior
to the Closing Date), Arch will deliver to the Standby Purchaser the
audited consolidated balance sheet of Arch and the Buyer Subsidiaries as of
December 31, 1998 and the related audited consolidated statements of
operations, stockholders' equity or deficit and cash flows for the year
ended December 31, 1998 (collectively, the "Arch 1998 Audited Financial
Statements"), accompanied by:
(i) an audit report (that is unqualified and contains no explanatory
paragraphs) of Xxxxxx Xxxxxxxx LLP ("AA"), Arch's independent
public accountants, relating to the Arch 1998 Audited Financial
Statements stating that, in the opinion of AA, the Arch 1998
Audited Financial Statements present fairly, in all material
respects, the consolidated financial position of Arch and the
Buyer Subsidiaries as of December 31, 1998 and the results of
their operations for the year ended December 31, 1998, in
conformity with GAAP (the "AA 1998 Audit Report"); and
(ii) a certificate (the "1998 Financial Statement Certificate") signed
by the chief financial officer of Arch, on behalf of Arch:
(A) stating that (I) the Arch 1998 Audited Financial Statements
were prepared in accordance with GAAP and present fairly the
consolidated financial position of Arch and the Buyer
Subsidiaries as of December 31, 1998 and the consolidated
results of operations and cash flows for the year ended
December 31, 1998, and (II) neither Arch nor any Buyer
Subsidiary has any liability (whether known or unknown,
whether absolute or contingent, whether liquidated or
unliquidated, whether due or to become due), except for (x)
liabilities separately shown or expressly reserved on the
balance sheet included in the Arch 1998 Audited Financial
Statements, (y) liabilities that have arisen since December
31, 1998 in the Ordinary Course of Business of Arch or any
Buyer Subsidiary and that are similar in nature and amount
to the liabilities that arose during the comparable period
of time in the immediately preceding fiscal period, and (z)
liabilities incurred in the Ordinary Course of Business of
Arch or any Buyer
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 3
Subsidiary that are not required by GAAP to be reflected on
the balance sheet included in the Arch 1998 Audited
Financial Statements and that are not in the aggregate
material; and
(B) setting forth (I) Arch's earnings before interest, taxes,
depreciation and amortization (net of restructuring charges,
write-off of capitalized software, equity in loss of
affiliates, income tax benefit, interest and non-operating
expenses (net) and extraordinary items) ("Arch 1998 Adjusted
EBITDA") for the fiscal year ended December 31, 1998, as
derived from the Arch 1998 Audited Financial Statements and
(II) the calculation thereof.
(k) AA Letter. As promptly as practicable (and, in any event, at
---------
least two business days prior to the Closing Date), Arch will cause AA to
deliver to the Standby Purchaser a letter dated as of a date on or after
February 8, 1999 and on or prior to the date which is two business days
prior to the Closing Date, addressed to the Standby Purchaser (the "AA
Letter"), which letter shall be either:
(i) if the Standby Purchaser provides to AA a representation letter
(substantially in the form of the letter attached hereto as
Exhibit L), together with an opinion of counsel and any other
---------
documentation required to be provided by an addressee of a so-
called "comfort letter" under applicable accounting guidelines,
including without limitation Statement on Auditing Standards No.
72, as amended by Statements on Auditing Standards Nos. 76 and
86, and AU Section 634 (collectively, the "AA-Required
Documentation"), in form, scope and substance substantially
similar to the letter expected to be delivered by AA to the
underwriters, placement agents or initial purchasers of
securities in connection with the issuance of debt securities by
Arch as part of its financing for the transactions contemplated
by the Merger Agreement, a draft of which is attached hereto as
Exhibit M, except that such letter shall refer to the
---------
Registration Statement on Form S-4 (File No. 333-62211) rather
than the offering memorandum relating to such issuance of debt;
or
(ii) if the Standby Purchaser does not provide to AA the AA-Required
Documentation, in substantially the form of the letter attached
hereto as Exhibit N; provided that the Standby Purchaser shall
---------
have provided to AA a letter substantially in the form of the
letter attached hereto as Exhibit O.
---------
4. Continuation of Standby Commitment Letter. Except as specifically
-----------------------------------------
amended hereby and subject to paragraph 6 below, the Standby Commitment Letter
shall continue in full force and effect and is hereby certified and confirmed in
all respects.
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 4
5. Consent to Amendments. The Standby Purchaser hereby (a) consents to
---------------------
the amendments to the Other Standby Purchase Commitments to be effected by the
letter agreements attached as Exhibit C-3 hereto, which amendments shall be
-----------
entered into simultaneously herewith, (b) consents to the Third Amendment dated
as of February 8, 1999 to the Merger Agreement and each of the exhibits,
schedules and annexes, if any, attached thereto, and (c) agrees that the form
and substance thereof are reasonably satisfactory to the Standby Purchaser.
6. No Waiver. Nothing herein shall be deemed to constitute a waiver by
---------
any party of any default, misrepresentation or breach of warranty or covenant or
any failure to satisfy any condition (including, without limitation, the
conditions set forth in Sections 5 and 6 of the Standby Commitment Letter) that
may exist under the Standby Commitment Letter.
7. Governing Law. This letter agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware without regard to
its principles of conflicts of law.
8. Counterparts. This letter agreement may be executed in counterparts
------------
which, taken together, shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 5
If the foregoing accurately reflects your understanding with respect to the
matters set forth herein, please confirm by executing and returning a copy of
this letter to the undersigned, whereupon this letter will become a valid and
binding obligation of each party hereto.
Very truly yours,
Whippoorwill Associates, Inc.,
as general partner of and/or agent for,
each Whippoorwill Account
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxxxxxx
Its: Managing Director
Address: 00 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxxx
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 6
ACCEPTED AND AGREED TO:
Arch Communications Group, Inc.
By: /s/ J. Xxx Xxxxxx
--------------------------------
Name: J. Xxx Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Chairman and Chief
Executive Officer
With a copy to: Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxx X. Xxxxxxxx
Subject to entry of the Confirmation Order:
MobileMedia Communications, Inc.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Its: Chairman-Restructuring
Address: Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxx, XX 00000
Attn: Chairman-Restructuring
With a copy to: Sidley & Austin
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
CREDIT SUISSE FIRST BOSTON CORPORATION
00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 8, 1999
Arch Communications Group, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
MobileMedia Communications, Inc.
Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxx, Xxx Xxxxxx 00000
Re: Amendment to Commitment
-----------------------
Gentlemen:
Reference is made to the letter agreement, dated August 18, 1998 (as
amended pursuant to the letter agreements dated September 3, 1998 and December
1, 1998, the "Standby Commitment Letter"), among Arch Communications Group,
Inc., MobileMedia Communications, Inc. and Credit Suisse First Boston
Corporation. Terms used herein with initial capital letters that are not
otherwise defined shall have the meanings ascribed to such terms in the Standby
Commitment Letter.
The parties hereto hereby agree as follows:
1. New Sections 5(m) and 5(n). Section 5 of the Standby Commitment
--------------------------
Letter is hereby amended (i) to replace the period at the end of subsection (l)
of Section 5 thereof with a semicolon and (ii) to add the following subsections
(m) and (n) at the end of Section 5 thereof:
(m) Arch shall have delivered to the Standby Purchaser (i) the Arch
1998 Audited Financial Statements (as defined in Section 10(j) below),
accompanied by the AA 1998 Audit Report (as defined in Section 10(j) below)
and the 1998 Financial Statement Certification (as defined in Section 10(j)
below), in accordance with Section 10(j) and (ii) the AA Letter (as defined
in Section 10(k) below) in accordance with Section 10(k); and
(n) Arch 1998 Adjusted EBITDA (as defined in Section 10(j) below)
shall have been not less than $136.5 million.
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 2
2. Amendment to Section 10(f). Section 10(f) of the Standby Commitment
--------------------------
Letter is hereby amended to delete the reference to "$100,000" and to substitute
therefor a reference to "$150,000".
3. New Sections 10(j) and 10(k). Section 10 of the Standby Commitment
----------------------------
Letter is hereby amended to add the following subsections (j) and (k) at the end
thereof:
(j) Year-End Financial Statements. As promptly as practicable after
-----------------------------
they become available (and, in any event, at least two business days prior
to the Closing Date), Arch will deliver to the Standby Purchaser the
audited consolidated balance sheet of Arch and the Buyer Subsidiaries as of
December 31, 1998 and the related audited consolidated statements of
operations, stockholders' equity or deficit and cash flows for the year
ended December 31, 1998 (collectively, the "Arch 1998 Audited Financial
Statements"), accompanied by:
(i) an audit report (that is unqualified and contains no
explanatory paragraphs) of Xxxxxx Xxxxxxxx LLP ("AA"),
Arch's independent public accountants, relating to the
Arch 1998 Audited Financial Statements stating that, in
the opinion of AA, the Arch 1998 Audited Financial
Statements present fairly, in all material respects, the
consolidated financial position of Arch and the Buyer
Subsidiaries as of December 31, 1998 and the results of
their operations for the year ended December 31, 1998, in
conformity with GAAP (the "AA 1998 Audit Report"); and
(ii) a certificate (the "1998 Financial Statement Certificate")
signed by the chief financial officer of Arch, on behalf
of Arch:
(A) stating that (I) the Arch 1998 Audited Financial
Statements were prepared in accordance with GAAP and
present fairly the consolidated financial position of
Arch and the Buyer Subsidiaries as of December 31,
1998 and the consolidated results of operations and
cash flows for the year ended December 31, 1998, and
(II) neither Arch nor any Buyer Subsidiary has any
liability (whether known or unknown, whether absolute
or contingent, whether liquidated or unliquidated,
whether due or to become due), except for (x)
liabilities separately shown or expressly reserved on
the balance sheet included in the Arch 1998 Audited
Financial Statements, (y) liabilities that have
arisen since December 31, 1998 in the Ordinary Course
of Business of Arch or any Buyer Subsidiary and that
are similar in nature and amount to the liabilities
that arose during the comparable period of time in
the immediately preceding fiscal period, and (z)
liabilities incurred in the Ordinary Course of
Business of Arch or any Buyer Subsidiary that are not
required by GAAP to be reflected on the balance sheet
included in the Arch 1998 Audited Financial
Statements and that are not in the aggregate
material; and
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 3
(B) setting forth (I) Arch's earnings before interest,
taxes, depreciation and amortization (net of
restructuring charges, write-off of capitalized
software, equity in loss of affiliates, income tax
benefit, interest and non-operating expenses (net)
and extraordinary items) ("Arch 1998 Adjusted
EBITDA") for the fiscal year ended December 31, 1998,
as derived from the Arch 1998 Audited Financial
Statements and (II) the calculation thereof.
(k) AA Letter. As promptly as practicable (and, in any event, at
---------
least two business days prior to the Closing Date), Arch will cause AA to
deliver to the Standby Purchaser a letter dated as of a date on or after
February 8, 1999 and on or prior to the date which is two business days
prior to the Closing Date, addressed to the Standby Purchaser (the "AA
Letter"), which letter shall be either:
(i) if the Standby Purchaser provides to AA a representation
letter (substantially in the form of the letter attached
hereto as Exhibit L), together with an opinion of counsel
---------
and any other documentation required to be provided by
an addressee of a so-called "comfort letter" under
applicable accounting guidelines, including without
limitation Statement on Auditing Standards No. 72, as
amended by Statements on Auditing Standards Nos. 76 and
86, and AU Section 634 (collectively, the "AA-Required
Documentation"), in form, scope and substance
substantially similar to the letter expected to be
delivered by AA to the underwriters, placement agents or
initial purchasers of securities in connection with the
issuance of debt securities by Arch as part of its
financing for the transactions contemplated by the Merger
Agreement, a draft of which is attached hereto as
Exhibit M, except that such letter shall refer to the
---------
Registration Statement on Form S-4 (File No. 333-62211)
rather than the offering memorandum relating to such
issuance of debt; or
(ii) if the Standby Purchaser does not provide to AA the AA-
Required Documentation, in substantially the form of the
letter attached hereto as Exhibit N; provided that the
---------
Standby Purchaser shall have provided to AA a letter
substantially in the form of the letter attached hereto as
Exhibit O.
---------
4. Continuation of Standby Commitment Letter. Except as specifically
-----------------------------------------
amended hereby and subject to paragraph 6 below, the Standby Commitment Letter
shall continue in full force and effect and is hereby certified and confirmed in
all respects.
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 4
5. Consent to Amendments. The Standby Purchaser hereby (a) consents to
---------------------
the amendments to the Other Standby Purchase Commitments to be effected by the
letter agreements attached as Exhibit C-3 hereto, which amendments shall be
-----------
entered into simultaneously herewith, (b) consents to the Third Amendment dated
as of February 8, 1999 to the Merger Agreement and each of the exhibits,
schedules and annexes, if any, attached thereto, and (c) agrees that the form
and substance thereof are reasonably satisfactory to the Standby Purchaser.
6. No Waiver. Nothing herein shall be deemed to constitute a waiver by
---------
any party of any default, misrepresentation or breach of warranty or covenant or
any failure to satisfy any condition (including, without limitation, the
conditions set forth in Sections 5 and 6 of the Standby Commitment Letter) that
may exist under the Standby Commitment Letter.
7. Governing Law. This letter agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware without regard to
its principles of conflicts of law.
8. Counterparts. This letter agreement may be executed in counterparts
------------
which, taken together, shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 5
If the foregoing accurately reflects your understanding with respect to the
matters set forth herein, please confirm by executing and returning a copy of
this letter to the undersigned, whereupon this letter will become a valid and
binding obligation of each party hereto.
Very truly yours,
Credit Suisse First Boston Corporation
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Its: Director
Address: 00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Xxxx Xxxxxxx
With a copy to:
Cadwalader, Xxxxxxxxxx & Xxxx
000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
Arch Communications Group, Inc.
MobileMedia Communications, Inc.
Page 6
ACCEPTED AND AGREED TO:
Arch Communications Group, Inc.
By: /s/ J. Xxx Xxxxxx
------------------------------
Name: J. Xxx Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Chairman and Chief
Executive Officer
With a copy to: Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxx X. Xxxxxxxx
Subject to entry of the Confirmation Order:
MobileMedia Communications, Inc.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Its: Chairman-Restructuring
Address: Fort Xxx Executive Park
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxx, XX 00000
Attn: Chairman-Restructuring
With a copy to: Sidley & Austin
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
