EXHIBIT 4.2
SKYTEL COMMUNICATIONS, INC.
000 XXXXX XXXXX XXXXXX
XXXXXXX, XXXXXXXXXXX 00000
August 5, 0000
Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Administrator - SkyTel Communications, Inc.
Re: Amendment No. 2 to Rights Agreement
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Ladies and Gentlemen:
Pursuant to Section 26 of the Rights Agreement (the "Rights
Agreement"), dated as of July 26, 1989, as amended, between SkyTel
Communications, Inc., formerly known as Mobile Telecommunication Technologies
Corp. (the "Company"), and The Chase Manhattan Bank, successor to NCNB Texas
National Bank, as rights agent, the Company, by resolution adopted by its Board
of Directors, hereby amends the Rights Agreement as follows:
1. Section 1(k) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(k) "Final Expiration Date" shall mean August 7, 2000."
2. The fifth sentence of Section 21 of the Rights Agreement is
hereby amended and restated in its entirety as follows:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation or other legal entity organized
and doing business under the laws of the United States or the State of
Mississippi or New York (or of any other state of the United States so
long as such corporation or other legal entity is authorized to do
business in the State of Mississippi or New York), in good standing,
which is
The Chase Manhattan Bank
August 5, 1999
Page 2
authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by
federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$25 million."
3. Section 20(c) of the Rights Agreement is hereby amended by adding
the following words to the end of such section:
"Anything to the contrary notwithstanding, in no event shall the
Rights Agent be liable for special, punitive, indirect, consequential or
incidental loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Rights Agent has been advised of the
likelihood of such loss or damage."
4. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 2 to the Rights Agreement, but shall
remain in full force and effect.
5. Capitalized terms used without other definition in this Amendment
No. 2 to the Rights Agreement shall be used as defined in the Rights Agreement.
6. This Amendment No. 2 to the Rights Agreement shall be deemed to
be a contract made under the laws of the State of Delaware and for all purposes
will be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
7. This Amendment No. 2 to the Rights Agreement 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 such counterparts shall together constitute
but one and the same instrument.
8. This Amendment No. 2 to the Rights Agreement shall be effective
as of August 5, 1999, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.
9. Exhibits B and C to the Rights Agreement shall be deemed amended
in a manner consistent with this Amendment No. 2 to the Rights Agreement.
The Chase Manhattan Bank
August 5, 1999
Page 3
Very truly yours,
SkyTel Communications, Inc.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President,
General Counsel and
Secretary
Accepted and agreed to as of the
effective time specified above:
The Chase Manhattan Bank
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
