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EX-4.1
AMENDMENT NO. 6 TO RIGHTS AGREEMENT
EXHIBIT 4.1
This Amendment No. 6 dated as of April 12, 2000 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 and November 15, 1999 (the
"Agreement"), between Arch Communications Group, Inc., a Delaware corporation
(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
No. 6 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(ii) of the Agreement is hereby deleted in its entirety and
the following substituted in lieu thereof:
(ii) "Exempted Person" shall mean, prior to the PageNet Effective Time
(as defined below): (A) ▇. ▇. ▇▇▇▇ Asset Management Co., L.L.C.,
together with its Affiliates (collectively, "▇▇▇▇"), unless and until
such time as ▇▇▇▇, directly or indirectly, becomes the Beneficial Owner
of Common Stock in excess of the ▇▇▇▇ Exempt Threshold (as defined
below), in which event ▇▇▇▇ immediately shall cease to be an Exempted
Person; (B) Whippoorwill Associates, Inc., together with its
Affiliates, including, without limitation, any accounts and investment
funds managed by it or its Affiliates (collectively, "Whippoorwill"),
unless and until such time as Whippoorwill, directly or indirectly,
becomes the Beneficial Owner of Common Stock in excess of the
Whippoorwill Exempt Threshold (as defined below), in which case
Whippoorwill immediately shall cease to be an Exempted Person; (C)
Resurgence Asset Management, L.L.C., together with its Affiliates
(collectively, "Resurgence"), unless and until such time as Resurgence,
directly or indirectly, becomes the Beneficial Owner of Common Stock in
excess of the Resurgence Exempt Threshold (as defined below), in which
event Resurgence immediately shall cease to be an Exempted Person; and
(D) Citigroup Inc., together with its Affiliates, including, without
limitation, any accounts and investment
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funds managed by it or its Affiliates (collectively, "Citigroup"),
unless and until such time as Citigroup, directly or indirectly,
becomes the Beneficial Owner of Common Stock in excess of the Citigroup
Exempt Threshold (as defined below), in which case Citigroup
immediately shall cease to be an Exempted Person. "Exempted Person"
shall mean, on or after the PageNet Effective Time, any Person that
acquires shares of Common Stock ("Merger Shares") in exchange for
shares of common stock of Paging Network, Inc. ("PageNet") upon the
consummation of the merger between PageNet and St. Louis Acquisition
Corp., a wholly owned subsidiary of the Company ("MergerSub"), pursuant
to that Agreement and Plan of Merger among PageNet, the Company and
MergerSub dated as of November 7, 1999 as the same may be amended (the
"PageNet Merger Agreement") unless and until such time as such Person,
directly or indirectly becomes the Beneficial Owner of Common Stock in
excess of the Merger Exempt Threshold (as defined below). For purposes
of this Agreement: (A) the ▇▇▇▇ Exempt Threshold shall mean 23.9% of
the Common Stock then outstanding; (B) the Whippoorwill Exempt
Threshold shall mean 21.3% of the Common Stock then outstanding; (C)
the Resurgence Exempt Threshold shall mean (I) prior to the Resurgence
Exchange (as defined below) 19.0% of the Common Stock then outstanding
and (II) after the Resurgence Exchange 25.0% of the Common Stock then
outstanding, provided that after the Resurgence Exchange such
Resurgence Exempt Threshold shall be reduced 1% for each 1% reduction
in the Beneficial Ownership of Common Stock by Resurgence resulting
from sales, transfers or other dispositions of the Company's capital
stock effected after the Resurgence Exchange as reflected in any filing
by Resurgence on Schedule 13D or 13G or any successor form made with
the Securities and Exchange Commission; (D) the Citigroup Exempt
Threshold shall mean 18.0% of the Common Stock then outstanding; and
(E) the Merger Exempt Threshold shall mean 20.0% of the Common Stock
then outstanding (provided that a majority of the shares of Common
Stock Beneficially Owned by such Person are Merger Shares). For
purposes of this Agreement, the ▇▇▇▇ Exempt Threshold, the Whippoorwill
Exempt Threshold, the Resurgence Exempt Threshold, the Citigroup Exempt
Threshold and the Merger Exempt Threshold are collectively referred to
herein as the "Exempt Threshold." For purposes of this Section 1(ii):
(A) none of ▇▇▇▇, Credit Suisse First Boston Corporation (or its
Affiliates), Whippoorwill 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
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Corp., a wholly-owned Subsidiary of the Company, MobileMedia
Corporation and MobileMedia Communications, Inc., dated as of August
18, 1998) (as amended, the "Merger Agreement"); (B) 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 PageNet or the Company; and (C)
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, and shares of Common Stock
issuable upon conversion of the Company's Series D Convertible
Preferred Stock, $.01 par value per share, issued in the Resurgence
Exchange. For purposes of this Agreement: (A) the PageNet Effective
Time shall mean the Effective Time of the Merger as determined pursuant
to the PageNet Merger Agreement and (B) the Resurgence Exchange shall
mean the exchange by Resurgence of up to $100,000,000 in principal
amount at maturity of the Company's 10 7/8% Senior Discount Notes Due
2008 for shares of the Company's Series D Convertible Preferred Stock.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 6 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 COMMUNICATIONS GROUP, INC.
Attest:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ J. ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: J. ▇▇▇ ▇▇▇▇▇▇
Title: Secretary Title: Executive Vice President
and Chief Financial Officer
Seal
THE BANK OF NEW YORK
Attest:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ Eon Canzius
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Eon Canzius
Title: Vice President Title: Assistant Vice President
Seal
