AMENDMENT NO. 7 TO RIGHTS AGREEMENT
This Amendment No. 7 dated as of February 13, 2001 (this "Amendment") hereby
amends the Rights Agreement originally dated as of October 13, 1995, as amended
on June 29, 1998, August 18, 1998, September 3, 1998, May 14, 1999, November 15,
1999 and April 12, 2000 (the "Agreement"), between Arch Wireless, Inc., a
Delaware corporation formerly known as Arch Communications Group, Inc. (the
"Company"), and The Bank of New York, a national banking association, as Rights
Agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, no Person has become an Acquiring Person as such terms are defined in
the Agreement; and
WHEREAS, the Company has directed the Rights Agent to enter into this Amendment
pursuant to Section 27 of the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth
herein, the parties hereby agree as follows:
1. Section 1(d) of the Agreement is hereby amended by deleting the last
paragraph and substituting the following in lieu thereof:
"Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, (A) the phrase "then
outstanding," when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall
mean the number of such securities then issued and
outstanding together with the number of such securities not
then actually issued and outstanding which such person would
be deemed to own beneficially hereunder; (B) none of X. X.
Xxxx Asset Management Co., L.L.C. (or its Affiliates),
Credit Suisse First Boston Corporation (or its Affiliates),
Whippoorwill Associates, Inc., together with its Affiliates,
including, without limitation, any accounts and investment
funds managed by it or its Affiliates or The Northwestern
Mutual Life Insurance Company (or its Affiliates) shall be
deemed the Beneficial Owner of any shares of Common Stock
that are Beneficially Owned by any other Person solely as a
result of any such Person's execution and performance of any
Standby Purchase Commitment (as such term is defined in the
Plan and Agreement of Merger between the Company, Farm Team
Corp., a wholly-owned Subsidiary of the Company, MobileMedia
Corporation and MobileMedia Communications, Inc., dated as
of August 18, 1998); (C) no Person shall be deemed the
Beneficial Owner of any shares of Common Stock that are
Beneficially Owned by any other Person solely as a result of
such Person's, or such other Person's service as a member of
any committee or working group of debtholders of Paging
Network, Inc. or the Company; and (D) Common Stock shall be
deemed to include shares of Common Stock issuable upon
conversion of shares of the Company's Series C Convertible
Preferred Stock, $.01 par value per share.
2. Section 1(ii) of the Agreement is hereby deleted in its entirety and the
following substituted in lieu thereof:
(ii) "Exempted Person" shall mean (A) AWI Spectrum Co., LLC
("AWI") and (B) Nextel Communications, Inc., Unrestricted
Subsidiary Funding Company and their respective Affiliates
and Associates (collectively, the "Nextel Entities"), unless
and until such time as AWI or such Nextel Entities, as the
case may be, directly or indirectly become the Beneficial
Owner of Common Stock in excess of the Exempt Threshold. For
purposes of this Agreement, the Exempt Threshold shall mean
that percentage of the Common Stock equal to the sum of (X)
0.5% of the shares of Common Stock then outstanding plus (Y)
the percentage of shares of Common Stock then outstanding
represented by shares received as a dividend on, or as a
result of any redemption or conversion of, shares of the
Company's Series F Cumulative Redeemable Preferred Stock,
$.01 par value per share.
3. This Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all of such
counterparts shall together constitute but one and the same Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 7 to be duly
executed and their respective corporate seals to be hereunto affixed and
attested as of the day and year first written above.
ARCH WIRELESS, INC.
Attest:
/s/ Xxxxxxxx Xxxx By: /s/ J. Xxx Xxxxxx
------------------------------- ------------------------------------
Name: Xxxxxxxx Xxxx Name: J. Xxx Xxxxxx
Title: Secretary Title: Executive Vice President
and Chief Financial Officer
Seal
THE BANK OF NEW YORK
Attest:
/s/ Xxxx Xxxxxxxxx By: /s/ Eon Canzius
------------------------------- ----------------------------------
Name: Xxxx Xxxxxxxxx Name: Eon Canzius
Title: Vice President Title: Assistant Vice President
Seal
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