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EXHIBIT 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (the "Amendment") is made
this 1st day of April, 2001 by and between Metrocall, Inc., a Delaware
Corporation (the "Company") and FIRST CHICAGO TRUST COMPANY OF NEW YORK (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent previously entered into a
Rights Agreement, dated as of February 25, 2000 (the "Rights Agreement").
WHEREAS, the Company has determined that it is necessary and desirable to
supplement and amend the Rights Agreement.
WHEREAS, the Company has determined that this Amendment does not
adversely affect the interests of the holders of Rights Certificates (other than
an Acquiring Person or an Affiliate or Associate of any Acquiring Person) (as
such terms are defined in the Rights Agreement).
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company may,
and the Rights Agent shall, if the Company so directs, supplement or amend any
provision of the Rights Agreement in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of the Rights Certificates.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
made in the Rights Agreement and this Amendment, the parties hereto agree as
follows:
1. Defined Terms. Terms defined in the Rights Agreement and used herein shall
have the meanings given to them in the Rights Agreement.
2. Amendments to Rights Agreement: Section 1(a) of the Rights Agreement is
hereby amended by inserting the following new subpart (vi) after subpart (v) and
before the phrase "provided, however";
"(vi) any Person who becomes a Beneficial Owner pursuant to the
Restructuring and Section 303 Agreement between the
Company and Weblink Wireless, Inc. dated as of April 1,
2001."
3. Benefits. Nothing in the Rights Agreement, as amended by this Amendment,
shall be construed to give any Person other than the Company, the Rights Agent
and the registered holders of the Rights Certificates any legal or equitable
right, remedy or claim under the Rights Agreement, as amended by this Amendment;
but the Rights Agreement, as amended by this Amendment, shall be the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of
the Rights Certificates.
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4. Descriptive Headings. Descriptive headings of the sections in this Amendment
are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
5. Effectiveness. Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
6. Miscellaneous. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes be governed by and construed
in accordance with the laws of such State. This Amendment may be executed in any
number of counterparts. It shall not be necessary that the signature of or on
behalf of each party appears on one or more of the counterparts. All
counterparts shall collectively constitute single agreement. It shall not be
necessary in any proof of this Amendment to produce or account for more than a
number of counterparts containing the respective signatures on or on behalf of
all of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
ATTEST METROCALL
By: By: /s/ XXXXXXX X. XXXXXXX, III
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Name: Name: Xxxxxxx X. Xxxxxxx, III
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Title: Title: Chief Executive Officer
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ATTEST FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: By: /s/ XXXXXX XXXXXXXX
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Name: Name: Xxxxxx Xxxxxxxx
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Title: Title: Managing Director
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