Exhibit 4.1
SkyTel Communications, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
May 28, 0000
Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Administrator-SkyTel Communications, Inc.
Re: Amendment No. 1 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, 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(j) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(j) "Expiration Date" shall mean the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof, (iii) the time
at which all exercisable Rights are exchanged as provided in Section
27 hereof, and (iv) immediately prior to the Effective Time (as
defined in the Merger Agreement)."
2. Section 1(n) of the Rights Agreement is hereby amended by adding
the following new Section 1(nn) immediately thereafter:
(nn) "Merger Agreement" means the Agreement and Plan of Merger, dated
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as of May 28, 1999, among MCI Worldcom,
The Chase Manhattan Bank
May 28, 1999
Page 2
Inc., a Georgia corporation, ("Parent"), Empire Merger Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Sub"),
and the Company.
3. Section 1 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of that Section:
Notwithstanding anything in this Agreement to the contrary, none
of Parent, Sub, any of their Affiliates or Associates or any of their
permitted assignees or transferees shall be deemed an Acquiring Person
and none of a Distribution Date, a Share Acquisition Date, or a
Triggering Event shall be deemed to occur or to have occurred, and
that the Rights will not become separable, distributable, unredeemable
or exercisable, in each such case, by reason or as a result of the
approval, execution or delivery of the Merger Agreement or the Option
Agreement (as defined in the Merger Agreement), the consummation of
the Merger (as defined in the Merger Agreement) or the consummation of
the other transactions contemplated by the Merger Agreement or the
Option Agreement.
4. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 1 to the Rights Agreement, but shall
remain in full force and effect.
5. Capitalized terms used without other definition in this Amendment
No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement.
6. This Amendment No. 1 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. 1 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. 1 to the Rights Agreement shall be effective
as of, and immediately prior to, the earlier of
The Chase Manhattan Bank
May 28, 1999
Page 3
(i) execution and delivery of the Merger Agreement and (ii) the execution and
delivery of the Option Agreement, 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. 1 to the Rights Agreement.
Very truly yours,
SkyTel Communications, Inc.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President and
Chief Executive Officer
Accepted and agreed to as of the
effective time specified above:
The Chase Manhattan Bank
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
