EXHIBIT 4.2
DEBENTURE PURCHASE AGREEMENT
AND AMENDMENT TO STOCKHOLDERS AGREEMENT
THIS AGREEMENT, made as of the 25th day of July, 1989 by and between
---- ----
SATELLINK PAGING INC., a corporation organized and existing under the laws of
the State of Georgia (hereinafter referred to as the "Corporation"), and its
stockholders listed on Exhibit A hereto (such stockholders sometimes hereinafter
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referred to individually and collectively as the "Stockholder" and the
"Stockholders");
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has 27,970.540 shares of $.01 par value Class A Voting
Common Stock issued and outstanding, and 1621.318 shares of $0.01 par value
Class B Non-voting Common Stock issued and outstanding, the ownership of which
is shown on Exhibit A, (as to each Stockholder, all such shares of capital stock
in the Company owned by such Stockholder, whether now or hereafter issued or
resulting from conversion of the Debentures hereinafter described, stock split,
recapitalization or merger effected by the Company, are herein referred to
collectively as the "Shares"); and
WHEREAS, the Company wishes to offer to the Stockholders on the terms and
conditions set forth herein, certain convertible debentures of the Company in
the aggregate amount of $450,000; and
WHEREAS, the Stockholders desire to enter into this Agreement with the
Company regarding the sale of such debentures;
WHEREAS, The Company and the Stockholders also desire to amend the
Stockholders Agreement hereinafter referred to in connection with the sale of
such debentures;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein, the parties agree as follows:
ARTICLE I
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DEFINITIONS
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Whenever used in this Agreement, the following terms shall have the meaning
set forth below:
1.01 "Agreement" means this Agreement together with any addenda and
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amendments made in the manner described in this Agreement.
1.02 "Conversion Shares" means all shares of the stock
-----------------
any class or series at any time issued by the Company and now or in
the future owned either of record or beneficially by a Stockholder
as a result of a conversion of all or any portion of the Debentures and shall
include any shares of stock issued with respect to the Conversion Shares
pursuant to stock splits, stock dividends, a recapitalization or merger.
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1.03 "Debenture" or "Debentures" means the 10% Convertible Debentures of
--------- ----------
the Company Due June 30, 1992, as more fully described in the form of Debenture
attached hereto as Exhibit B and incorporated by reference herein.
---------
1.04 "Stockholders Agreement" means that certain Stockholders Agreement,
----------------------
dated as of August 1, 1988, among the Company, the Stockholders, and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, as the same may be hereafter amended.
ARTICLE II
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AMENDMENT OF STOCKHOLDERS AGREEMENT
-----------------------------------
2.01 Acknowledgments. All of the parties hereto do hereby acknowledge and
---------------
agree as follows:
(a) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ is no longer a party to the Stockholders
Agreement, his entire interest in the Company having heretofore been repurchased
by the Company with the consent of all the Stockholders. It is likewise
acknowledged that for all purposes of the Stockholders Agreement, a person shall
no longer be deemed a party thereto once that person's entire investment
interest in the Company (whether in the form of Shares or Debentures) has been
terminated, whether by transfer to a third party as permitted under the
Stockholders Agreement or by repurchase by the Company or other Stockholders
contemplated thereby.
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(b) The pre-emptive rights accorded the Stockholders pursuant to Section 4
of the Stockholders Agreement are not applicable to the sale of the Debentures
or the issuance of stock of the Company upon conversion thereof, in as much as
the minimum conversion price under the Debentures is greater than $62.227 per
share. Nevertheless, it is acknowledged that the Debentures have been initially
offered to the Stockholders in proportion to their respective percentage equity
interests in the Company.
2.02. Amendments. The Stockholders Agreement is hereby amended as follows:
-----------
(a) Each of the Debentures purchased or to be purchased pursuant hereto is
hereby made subject to all of the options and restrictions set forth in Section
1 of the Stockholders Agreement.
(b) In the event any option referred to in Section 1 of the Agreement shall
become exercisable with respect to Stockholders any Debenture, the price payable
by the Company or the purchasing Stockholders, as the case may be, for such
Debenture shall be the principal amount of such debenture plus accrued but
unpaid interest thereon; and such price is expressly agreed to be applicable
even in the case of a proposed third-party sale as described in Section 1
(a)(ii) of the Stockholders Agreement. Because there is no need to determine
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the option price of a Debenture by appraisal, it is acknowledged and agreed that
the periods for exercise of the options provided in Section 1 of the
Stockholders Agreement in the case of Debentures shall be thirty (30) days for
the Company's initial repurchase option followed by an additional thirty (30)
days for the options of the other Stockholders, if applicable. All such periods
shall begin on the respective dates as provided in the Stockholders Agreement,
and, in the case of a Stockholder's death, shall be subject to tolling as
provided in the Stockholders Agreement pending the appointment of the deceased
Stockholder's personal representative.
(c) Once any option described in Section 1 of the Stockholders Agreement
becomes applicable to any Debenture, the holder's right to convert the Debenture
shall be suspended until either the option has been exercised and the Debenture
purchased thereunder, or all option periods described in the Stockholders'
Agreement have expired without exercise of any appicable option. Upon the
exercise of such an option and the purchase the Debenture, or upon the
expiration of all applicable option periods, any conversion rights
then applicable under the terms of the Debenture shall again be exercisable
in accordance with the terms therof by the then owner of the Debenture.
(d) In addition to the restrictions and conditions set forth in
the Stockholders Agreement, it is further agreed that a Stockholder may
transfer all or any portion of the Debentures (or
-5-
any Conversion Shares) to a third party if and only if, prior to
--------------
the consummation of any such transfer, (i) the Company shall have received the
opinion of its counsel, or counsel satisfactory to it, that such transfer does
not require registration under the Securities Act of 1933 and any applicable
state securities laws, and (ii) the transferring Stockholder shall obtain the
written agreement of such transferee that the transferee will be bound by, and
the Debentures or Conversion Shares transferred will be subject to, this
Agreement and the Stockholders Agreement. Such written agreement shall be
attached as an addendum to this Agreement and the Stockholders Agreement, and
shall thereby be incorporated as a part of this Agreement and the Stockholders
Agreement, whereupon such transferee shall have adopted this Agreement and the
Stockholders Agreement, and thereafter shall be a party hereto and thereto, and
the term "Stockholder" as used herein shall thereafter mean and include such
transferee. The Company shall not give effect an its books to any transfer or
purported transfer of Debentures or Conversion Shares held or owned by person
unless each conditions hereof effecting such transfer shall have been satisfied.
ARTICLE III
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PURCHASE OF DEBENTURES
----------------------
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3.01 Agreement to Purchase. Each Stockholder hereby agrees to purchase
---------------------
Debentures in the total principal amount set forth beside that Stockholder's
signature at the end of this Agreement. In the event the word "none" appears
beside a Stockholder's name, then such Stockholder is entering into this
Agreement solely for the purpose of joining in the agreements set forth in
Article II above.
3.02 Price and Payment. The purchase price of each Debenture shall be
-----------------
the face principal amount thereof, as indicated next to the Stockholder's
signature below, which amount shall be payable in cash. Each Debenture shall be
issued effective on the date of receipt of the purchase price therefor, and
interest shall accrue thereunder from such date. Unless full payment is received
on or before July 1, 1989, the Stockholder's right to purchase any Debentures
shall, at the option of the Company, be forfeited, and the Debenture which the
defaulting Stockholder has agreed to purchase may be offered to other
Stockholders.
ARTICLE IV
REPRESENTATIONS OF STOCKHOLDERS
-------------------------------
Each Stockholder purchasing Debentures represents, warrants, covenants
and agrees with the Company as follows:
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4.01 The Debenture to be purchased by such Stockholder is being received
for such Stockholder's own account without participation of any other person (or
for a trust or custodial account if the purchaser is a trustee or custodian),
with the intent of holding such Debenture and the Conversion Shares issued upon
conversion thereof for investment and without the intent of participating,
directly or indirectly, in a distribution of the Debentures or the Conversion
Shares and not with a view to, or for resale in connection with, any
distribution of the Debentures or the Conversion Shares or any portion thereof;
and the Stockholder either has a preexisting personal or business relationship
with the Company or one or more of its officers or directors, or is an
"Accredited Investor" within the meaning of Rule 501 of the Securities and
Exchange Commission, or is an executive officer of the Company, or, by reason of
his or her business or financial experience or the business and financial
experience of his or her professional advisors, has the capacity to protect his
or her interests in connection with the purchase of the Debentures; and the
Stockholder has reviewed, or has been given the opportunity to review,
any and all books and records of the Company, contracts, financial statements,
business plans, and any other information in the Company's possession which
the Stockholder has deemed relevant to his, her, or its investment evaluation of
the Debentures.
-8-
4.02 The Debentures to be sold to such Stockholder, and the Conversion
Shares to be issued to such Stockholder upon conversion of such Debentures, will
not be offered for sale, sold or transferred by such Stockholder other than
pursuant to:
(a) An effective registration under applicable state securities laws or in a
transaction which is otherwise in compliance with those laws;
(b) An effective registration under the Securities Act of 1933 as amended (the
"1933 Act"), or a transaction exempt from registration under the 1933 Act;
and
(c) Compliance with the applicable securities laws.
ARTICLE V
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LEGEND ON DEBENTURES
---------------------
5.01 Each Debenture shall bear the following legend, or a similar legend
deemed by the Company to constitute an appropriate notice of the provisions
hereof and applicable securities law (any such Debenture or not having such
legends shall be surrendered upon demand the Company and so endorsed):
"This Debenture (and any shares of stock issued upon conversion hereof)
are subject to and transferable only in accordance with that certain
Stockholders Agreement by and among Satellink Paging, Inc. (the "Company")
and the Stockholders thereof dated as of August 1, 1988, as amended, a copy of
which is on file at the office of the Company in Atlanta, Georgia (the
"Stockholders' Agreement"). No
-9-
transfer or pledge of this Debenture (or any shares of stock issued upon
conversion hereof) may be made except in accordance with and subject to the
provisions of said Agreement. By acceptance of this Debenture, any holder,
transferee or pledgee hereof agrees to be bound by all of the provisions of said
Agreement."
"This Debenture (and any shares of stock issued upon conversion hereof)
have been acquired by the holder for investment and not for resale, transfer or
distribution, have been issued pursuant to exemptions from the registration
requirements of applicable state and federal securities laws, and may not be
offered for sale, sold or transferred other than pursuant to effective
registration under such laws, or in the transactions otherwise in compliance
with such laws, and upon evidence satisfactory to the Company of compliance with
such laws, as to which the Company may rely upon an opinion of counsel
satisfactory to the Company."
A copy of this Agreement shall be kept on file in the principal office of the
Company.
5.02 The parties to this Agreement intend that the legend conform to
the provisions of Section 11-8-204 of the Uniform Commercial Code of Georgia
and Section 14-2-120(d) of the Georgia Business Corporation Code. This legend
may be modified from time to time by the Board of Directors the Company to
conform to any amendments to Section 11-8-204, Section 14-2-120(d)
(or any successor provisions), to other applicable laws, or to this Agreement.
The parties acknowledge that any Conversion Shares issued will
-10-
also carry an appropriate legend as required by the Stockholders Agreement and
by applicable securities laws.
ARTICLE VI
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MISCELLANEOUS
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6.01 This Agreement may not be amended or terminated orally; and no
amendment, termination or attempted waiver of any part or provision hereof
shall be valid unless in writing and signed by the party sought to be bound.
6.02 Any and all notices, designations, consents, offers, acceptances or
any other communication under this Agreement shall be given in writing and
delivered by personal delivery or by certified mail, return receipt requested
postage and charges prepaid, which shall be addressed as shown beside the
respective names of the parties hereto at the end of this document.
Any party hereto may change the address to which notices,
requests, demands, tenders and other communications to such
party shall delivered or mailed by giving notice thereof
to the other parties hereto in the manner provided. Notices
delivered in person shall be effective and deemed received
on the date of delivery. Notices sent by mail shall be
effective and deemed received upon the date of actual receipt
or five (5) days after mailing, whichever is earlier.
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6.03 No delay or omission by the Company in exercising any of its rights
shall operate as a waiver of such rights, and a waiver in writing on one
occasion shall not be construed as a consent or a waiver of any right or remedy
on any future occasion.
6.04 Section headings used herein are for convenience of reference only
and shall not be considered in construing this Agreement.
6.05 The parties agree to perform any further acts and to execute and
deliver any instruments or documents that may be necessary or reasonably deemed
advisable to carry out the purposes of this Agreement.
6.06 In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Agreement, and this Agreement shall construed if such
invalid, illegal or unenforceable provision or portion thereof had never
been contained herein.
6.07 This Agreement shall be binding upon and shall inure to the benefit of
each Stockholder and its, hers or his respective heirs, successors, legal
representatives and lawful assigns. Except as expressly provided herein, no
party shall have the right to assign this Agreement, or any
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interest under this Agreement, without the prior written consent of the other
parties. Notwithstanding anything to the contrary contained in this Agreement,
no attempted transfer of Debentures or Conversion Shares or any interest therein
shall be valid unless and until the acquiror of such Debentures or Conversion
Shares or interest therein agrees in writing to accept and be bound by all the
terms and conditions of this Agreement and the Stockholders Agreement, in which
case all such terms and conditions shall inure to the benefit of and be binding
upon such acquiror, his successors, personal representatives, heirs and
permitted assigns to the same extent as if such acquiror had originally been a
party to this Agreement and the Stockholders Agreement.
6.08 This Agreement shall be construed, administered and enforced according
to the laws of the State of Georgia.
6.09 This writing expresses the entire understanding and agreement of
the parties hereto with respect to such terms, restricitions and limitations.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which, taken together, shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on
the day and year first set forth above.
DEBENTURE
STOCKHOLDER AMOUNT ADDRESS
----------- ------ -------
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------- (SEAL) ------ ----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------- (SEAL) ------ ----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------- (SEAL) ------ ----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------- (SEAL) ------ ----------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇.
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------ (SEAL) ------ ----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, III
------------------------ (SEAL) ------ ----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, III
----------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
------------------------ (SEAL) ------ ----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
----------------------
/s/ ▇▇▇ ▇▇▇▇▇▇
------------------------ (SEAL) ------ ----------------------
▇▇▇ ▇▇▇▇▇▇
----------------------
/s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------ (SEAL) ------ ----------------------
▇▇▇▇ ▇▇▇▇▇▇
----------------------
/s/ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------ (SEAL) ------ ----------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------
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/s/ E. ▇▇▇▇ ▇▇▇▇▇▇, III
----------------------- (SEAL)
E. ▇▇▇▇ ▇▇▇▇▇▇, III ------ ----------------------
----------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------- (SEAL)
▇▇▇▇▇ ▇▇▇▇▇ ------ ----------------------
----------------------
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇'
----------------------- (SEAL)
▇▇▇▇▇▇ ▇▇▇▇▇' ------ ----------------------
----------------------
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------- (SEAL)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------ ---------------------
---------------------
CUE PAGING CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Title: President
--------------------------
Attest: /s/ ▇. ▇. ▇'▇▇▇▇▇
-------------------------
Secretary
(CORPORATE SEAL]
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SATELLINK PAGING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Title: President
----------------------------
Attest: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Secretary
[CORPORATE SEAL]
-17-
EXHIBIT A
SATELLINK PAGING INC.
SHAREHOLDER LISTING
I. Voting Stock - Class A
Name Shares
---- ------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 6,455
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 5,277
▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇ 2,785.629
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 285.667
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. 714.193
E. ▇▇▇▇ ▇▇▇▇▇▇, III 1,094
▇▇▇ ▇▇▇▇▇▇ 1,000
▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,000
▇▇▇ ▇. ▇▇▇▇▇▇ 1,000
▇▇▇▇▇ ▇. ▇▇▇▇▇ 574
▇▇▇▇▇▇ ▇. ▇▇▇▇, III 1,749.859
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇ 1,749.859
Cue Paging Corporation 4,285.333
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27,970.540
II. Non-Voting Stock - Class B
Name Shares
---- ------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇' 400
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 150
Cue Paging Corporation 535.667
▇▇▇▇▇▇ ▇. ▇▇▇▇, III 156.233
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇ 156.233
▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇ 98.204
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 35.707
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. 89.274
---------
1,621.318
EXHIBIT B
This Debenture (and any shares of stock issued upon conversion hereof) are
subject to and transferable only in accordance with that certain Stockholders
Agreement by and among Satellink Paging, Inc. (the "Company") and the
Stockholders thereof, dated as of August 1, 1988, as amended, a copy of which is
on file at the office of the Company in Atlanta, Georgia (the "Stockholders'
Agreement"). No transfer or pledge of this Debenture (or any shares of stock
issued upon conversion hereof) may be made except in accordance with and subject
to the provisions of said Agreement. By acceptance of this Debenture, any
holder, transferee or pledgee hereof agrees to be bound by all of the provisions
of said Agreement.
This Debenture (and any shares of stock issued upon conversion hereof) have
been acquired by the holder for investment and not for resale, transfer or
distribution, have been issued pursuant to exemptions from the registration
requirements of applicable state and federal securities laws, and may not be
offered for sale, sold or transferred other than pursuant to effective
registration under such laws, or in the transactions otherwise in compliance
with such laws, and upon evidence satisfactory to the Company of compliance with
such laws, as to which the Company may rely upon an opinion of counsel
satisfactory to the Company.
SATELLINK PAGING, INC.
10% CONVERTIBLE DEBENTURE DUE JUNE 30, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
$ , 1998
------------------ ----------
SATELLINK PAGING, INC., a Georgia corporation (the "Company") promises to
pay to (the "Holder") the principal sum
--------------------------------
of
-------------------------------
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($ ) DOLLARS on June 30, 1992 (the "Maturity Date"), upon the surrender
--------
of this Debenture to the Company, and to further observe the following
provisions:
1. Interest. The Company promises to pay interest on the principal amount
--------
set forth above at the rate of Ten (10%) percent per annum, payable quarterly
commencing on September 30, 1989. Interest on this Debenture will be computed on
the basis of a 360-day year of twelve 30-day months and will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of initial issuance.
2. Conversion. The Holder may convert this Debenture in its entirety into
----------
shares of Class A Voting Common Stock, $.01 par value, of the Company (the
"Common Stock") at any time before the close of business on the second
anniversary of the date hereof, at a conversion price of determined as follows:
(a) In the event conversion is effected on or before the close of
business on the first anniversary of the date of this Debenture, the conversion
price shall be $66.667 per share.
(b) In the event conversion is effected after the first anniversary of
the date of this Debenture, and on or before the close of business on
December 31, 1990, the conversion price shall be $80.00 per share.
(c) In the event conversion is effected after December 31, 1990 and on
or before the close of business of the second anniversary of the date hereof the
conversion price shall be $100.00 per share.
This Debenture shall not be convertible after the close of business on
the second anniversary of the date hereof. The date hereof, the Maturity Date,
and the dates above for determining the conversion price shall be as stated on
this Debenture notwithstanding that the initial issuance hereof, may occur on a
date later than that specified above.
Partial conversions of this Debenture are not permitted.
The number of shares issuable upon conversion of this Debenture equals the
principal amount hereof divided by the conversion price. In the event of a
dividend payable in Common Stock or a subdivision, combination or
reclassification of the Common Stock, or in the event of a distribution to
holders of
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Common Stock of any shares of capital stock of the Company other than Common
Stock, the conversion privilege and the conversion price in effect immediately
prior to any such event shall be adjusted so that the Holder of this Debenture
may recevie upon conversion the number of shares of Common Stock of the Company
that would have been received if conversion of the Debenture had occurred
immediately prior to such event. For a dividend or distribution, the adjustment
shall become effective on the payment date but as of the date immediately after
the record date for the dividend or distribution. For a subdivision, combination
or reclassification, the adjustment shall become effective immediately after the
effective date of the subdivision, combination or reclassification. On
conversion no adjustment for interest or dividends will be made, and the Company
will deliver cash based on the conversion price of a whole share in lieu of any
fractional share. To convert the Debenture, the Holder must (i) complete and
sign the conversion notice on the Debenture, (ii) surrender the Debenture to the
Company, (iii) furnish appropriate endorsements or transfer documents if
required by the Company, (iv) pay any transfer or similar tax, if required, and
(v) enter into the Stockholders Agreement between the Company and its
shareholders dated as of August 1, 1988 (and as it may subsequently be amended)
if such Holder is not a party thereto.
3. Redemption. The Company may redeem the Debenture at any time at the
------------
Company's option upon mailing a notice of not less than 30 nor more than 60 days
prior to the date fixed for such redemption to the Holder at his or its address
on the books of the Company at a redemption price of the principal amount of the
Debenture plus accrued interest to the redemption date. The Holder of a
Debenture which shall be called for redemption, shall have no right convert the
Debenture into shares of Common Stock after the tenth business day prior to the
date fixed for redemption. The Company may redeem this Debenture only if the
Company redeems all of its 10% Convertible Debentures Due June 30, 1992 then
outstanding. Purchase by the Company of any Debenture pursuant to the terms of
the Stockholders Agreement shall not be considered a redemption, and the
Company shall at all times have the rights with respect to this
Debenture, and any shares of stock issued upon conversion hereof, provided for
in the Stockholders Agreement.
4. Default. In the event the Company defaults in payment of principal
---------
hereunder when due, or defaults in the payment of interest and fails to cure
such default within ten days after receipt of demand by the holder hereof the
holder may declare the entire principal amount hereof, and all accrued and
unpaid interest immediately due and payable; and in such event the holder hereof
shall have all rights and remedies available under the circumstances at law or
in equity.
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5. No Recourse Against Others. A director, officer, employee or
--------------------------
stockholder, as such, of the Company, shall not have any liability for any
obligations of the Company under the Debenture. The Holder by accepting a
Debenture waives and releases all such liability, and such waiver and release
are part of the consideration for the issue of the Debenture.
6. No Waiver. No delay or omission on the part of Holder in exercising
---------
any right hereunder shall operate as a waiver of such right or any other right
under this Debenture. A waiver on one occasion shall not be construed as a bar
to or waiver of any right in the future.
7. Governing Law. This Debenture shall be construed and enforced in
-------------
accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Debenture under its corporate seal, and the same has been attested, all by its
officers thereunto duly authorized, the day and year first above written.
SATELLINK PAGING, INC.
By:
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[CORPORATE SEAL] Title:
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Attest:
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Secretary
-22-
FORM OF ASSIGNMENT
The undersigned hereby assigns and transfers
this Debenture in the principal amount of
$ to and
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appoints agent to transfer this
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Debenture on the books of the Company. The agent
may substitute another to act for him.
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Date:
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Signature guaranteed by:
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-23-
CONVERSION NOTICE
The undersigned hereby gives notice of conversion pursuant to
Paragraph 2 of this Debenture in the principal amount of $ ,
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with such conversion to be made on , 19 .
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Date:
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Signature guaranteed by:
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