EXHIBIT 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) executed as of September 26, 2003, by
and among Arch Wireless Holdings, Inc., a Delaware corporation (the “Company”),
Arch Wireless Communications, Inc., a Delaware corporation (“Arch”), Arch
Wireless, Inc., a Delaware corporation (the “Parent”), and the direct and
indirect subsidiaries of the Parent listed on Schedule I hereto (such subsidiaries, the
“Subsidiary Guarantors,” and together with Arch and the Parent, herein the
“Guarantors”) and The Bank of New York, a New York banking corporation, as
Trustee (the “Trustee”).
RECITALS
WHEREAS,
the Company, the Guarantors and the Trustee have heretofore executed and delivered that
certain Indenture, dated as of May 29, 2002, as amended by the Supplemental Indentures
dated as of August 14, 2002, March 6, 2003 and June 12, 2003 (the “Indenture”),
with respect to the Company’s 12% Subordinated Secured Compounding Notes Due 2009
(the “Notes”);
WHEREAS,
Section 8.02 of the Indenture provides that the Company and the Guarantors, when
authorized by a Board Resolution, and the Trustee, together with the written consent of
the Majority Noteholders, may, under certain circumstances, enter into an indenture or
indentures supplemental to the Indenture for the purpose of adding any provisions to or
changing in any manner or eliminating or waiving (subject to Section 4.03 of the
Indenture) any of the provisions of the Indenture or of modifying in any manner the rights
of the Holders under the Indenture;
WHEREAS,
the Company desires to amend a certain section of the Indenture to supplement the text of
certain terms of the Indenture, and in connection therewith, the Company has been
soliciting written consents of the Holders to the amendments to the Indenture set forth
herein (and to the execution of this Supplemental Indenture), and the Company has now
obtained such written consents from the Holders of a majority in the aggregate principal
amount of the outstanding Notes; accordingly, this Supplemental Indenture and the
amendments set forth herein are authorized pursuant to Section 8.02 of the Indenture; and
WHEREAS,
the execution and delivery of this Supplemental Indenture has been duly authorized by the
parties hereto, and all other acts necessary to make this Supplemental Indenture a valid
and binding supplement to the Indenture, effectively amending and supplementing the
Indenture as set forth herein, have been duly taken;
NOW,
THEREFORE, in consideration of the above premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, it is mutually agreed, for the
equal and proportionate benefit of all Holders, as follows:
ARTICLE ONE
Upon
execution of this Supplemental Indenture by the Company and the parties hereto, then
automatically (without further act by any person) with respect to all outstanding Notes,
the Indenture is hereby amended in the following respect:
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