EXHIBIT 4.5
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED WARRANT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this
"Amendment") is made and entered into as of this 31st day of May 1996 by and
between SATELLINK PAGING INC., a Georgia corporation (the "Issuer"), and CREDIT
ANSTALT AMERICAN CORPORATION, having offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("Creditanstalt").
W I T N E S S E T H:
--------------------
WHEREAS, pursuant to the promissory Note dated as of December 3, 1992 (the
"Original Note") among the Issuer and Creditanstalt-Bankverein, an affiliate of
Creditanstalt (the "Bank"), the Bank made a loan to the Issuer upon the terms
set forth in the Original Note; and
WHEREAS, on December 23, 1992 the Issuer and the Bank entered into a
certain Loan and Security Agreement dated as of December 23, 1992 (the "Loan
Agreement") pursuant to which the loan evidenced by the Original Note was
superseded and replaced by a revolving credit facility; and
WHEREAS, in order to induce the Bank to structure and to provide the loan
pursuant to the Original Note the Issuer executed and delivered a Warrant
Agreement dated as of December 3, 1992 (the "Original Warrant Agreement") and
issued to the Bank 11,951 of the Warrants referred to herein; and
WHEREAS, the Bank assigned the Warrants issued under the Original Warrant
Agreement to Creditanstalt; and
WHEREAS, pursuant to the Consent, Waiver and Third Amendment to Loan and
Security Agreement dated as of December 23, 1994 (the "First Loan Agreement
Amendment") between the Issuer and the Bank, the Issuer and the Bank amended the
Loan Agreement to provide for the loan of additional funds and to make other
changes therein; and
WHEREAS, in connection with and to induce the Bank to enter into the First
Loan Agreement Amendment, the Issuer amended and restated the Original Warrant
Agreement in order to provide for additional Warrants and make certain other
changes therein pursuant to that certain Amended and Restated Warrant Agreement
dated as of December 23, 1994 (the "Amended and Restated Warrant Agreement");
and
WHEREAS, in connection with the Amended and Restated Loan and Security
Agreement dated as of November 17, 1995 (as the same may be amended,
supplemented or otherwise modified from time to time, the "restated Loan
Agreement") between the Issuer and the Bank, the Issuer and Creditanstalt
entered into a Securities Purchase Agreement dated as of November
17, 1995 (the "Securities Purchase Agreement") in order to provide for the
purchase by Creditanstalt of additional capital stock of the Issuer; and
WHEREAS, in connection with and to induce Creditanstalt to enter into the
Securities Purchase Agreement, the Issuer further amended and restated the
Amended and Restated Warrant Agreement pursuant to that certain Second Amended
and Restated Warrant Agreement dated as of November 17, 1995 between Issuer and
Creditanstalt (as the same may be amended, supplemented or otherwise modified
from time to time, the "Warrant Agreement") in order to amend the terms of the
Warrant and make certain changes therein; and
WHEREAS, in connection with the Warrant Agreement, Creditanstalt returned
for cancellation by the Issuer nine (9) Warrant Shares (as defined in the
Warrant Agreement); and
WHEREAS, the Issuer and the Bank wish to enter into a First Amendment to
Amended and Restated Loan and Security Agreement dated of even date herewith (as
the same may be amended, supplemented or otherwise modified from time to time,
the "Restated Loan Agreement Amendment") to provide for the loan of additional
funds and to make certain other changes therein; and
WHEREAS, in connection with and to induce the Bank to enter into the
Restated Loan Agreement Amendment, the Issuer has agreed to amend the Warrant
Agreement, as further set forth herein, in order to provide for the issuance of
certain additional Warrants and make certain other changes set forth herein;
NOW, THEREFORE, in consideration of the premises, the terms and conditions
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions. As used in this Amendment, unless otherwise
-----------
defined herein, terms defined in the Warrant Agreement shall have the meaning
set forth therein when used herein.
Section 2. Amendment of Definition of "Exercise Price". The term
------------------------------------------
"Exercise Price", as set forth in Section 1 of the Warrant Agreement, is hereby
deleted in its entirety and the following definition is substituted in lieu
thereof:
"Exercise Price" shall mean the exercise price of a Warrant,
which shall be (i) with respect to the Series A Warrants,
$.01 per Warrant; provided that in no event shall the
Exercise Price of all Series A Warrants exceed $100.00 in
the aggregate, and (ii) with respect to the Series B
Warrants, $200.00 per Warrant.
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Section 3. Definition of "Officer Options". Section 1 of the Warrant
-------------------------------
Agreement is hereby amended by adding following the definition of "Offer Right"
a new definition of "Officer Options" as follows:
"Officer Options" shall mean the options for 1000
---------------
shares of Common Stock issued to the chief financial officer
of the Issuer and listed on Schedule I hereto, which options
are scheduled to vest at the rate of 1/3 on August 1, 1996,
1/3 on August 1, 1997, and 1/3 on August 1, 1998, subject to
complete vesting of all such options upon the closing of an
initial public offering of the Common Stock of the issuer or
upon the sale of substantially all of the Common Stock or
assets of the Issuer.
Section 4. Definition of "Series A Warrants" and "Series B Warrants".
---------------------------------------------------------
Section 1 of the Warrant Agreement is hereby amended by adding following the
definition of "Series C Preferred Stock" new definitions of "Series A Warrants"
and "Series B Warrants" as follows:
"Series A Warrants" shall mean the stock purchase
-----------------
warrants issued pursuant to this Amended and Restated
Warrant Agreement entitling the record holders thereof to
purchase from the Issuer at the Warrant Office an aggregate
of 13,741 shares of Common Stock or Series B Preferred Stock
(in the percentages and to the extent provided in Section
6(e) and 6(f) hereof and subject in each case to adjustment
as provided in Section 12) at the Exercise Price therefor at
any time after November 17, 1995 and before 5:00 P.M., New
York time, on the Expiration Date; individually, a "Series A
Warrant"."
"Series B Warrants" shall mean the stock purchase
-----------------
warrants issued pursuant to this Amended and Restated
Warrant Agreement entitling the record holders thereof to
purchase from the Issuer at the Warrant Office an aggregate
of 333 shares of Common Stock or Series B Preferred Stock
(in the percentages and to the extent provided in Section
6(e) and 6(f) hereof and subject in each case to adjustment
as provided in Section 12) at the Exercise Price therefor at
any time after the Vesting Date therefor and before 5:00
P.M., New York time, on the Expiration Date; individually, a
"Series B Warrant"."
Section 5. Amendment of Definition of "Warrants". The term "Warrants', as
-------------------------------------
set forth in Section 1 of the Warrant Agreement, is hereby deleting in its
entirety and the following definition is substituted in lieu thereof:
"Warrants" shall mean the Series A Warrants and
--------
Series B Warrants, collectively; individually, a "Warrant".
-3-
Section 6. Definition of "Vesting Date". Section 1 of the Warrant
----------------------------
Agreement is hereby amended by adding following the definition of "Subsidiary" a
new definition of "Vesting Date" as follows:
"Vesting Date" shall mean have the meaning given such term in
------------
Section 6(a)(ii) hereof.
Section 7. Exercise of Warrants. Section 6 of the Warrant Agreement is
--------------------
hereby amended to delete subsection (a) thereof in its entirety and to
substitute therefor a new subsection (a) to read as follow:
(a) (i) The Series A Warrants evidenced by a
Warrant Certificate shall be exercisable in whole or in part
by the registered holder thereof on any Business Day after
November 17, 1995 and on or before 5:00 P.M., New York time,
on the Expiration Date.
(ii) The Series B Warrants evidenced by a Warrant
Certificate shall be exercisable in whole or in part by the
registered holder thereof on any Business Day after the
Vesting Date applicable to such Series B Warrants and on or
before 5:00 P.M., New York time, on the Expiration Date. The
Series B Warrants shall vest, on a pro rata basis, on each
date (each such date being a "Vesting Date") that all or a
portion of the Officer Options vest, such that as a portion
of the Officer Options vest, an equal percentage of Series B
Warrants shall vest.
Section 8. Exercise of Warrants. Section 6 of the Warrant Agreement is
--------------------
is hereby further amended to delete therefrom clause (B) of the second proviso
to the first sentence of subsection (e) thereof in its entirety and to
substitute therefor a new clause (B) to read as follows:
. . . (B) in no event shall more than 14,074 shares of
Common Stock or Series B Preferred Stock (or a combination
thereof) in the aggregate, subject to adjustment pursuant to
Section 12, be issued upon exercise of the Warrants.
Section 9. Certain Corporate Actions. The Warrant Agreement is hereby
-------------------------
amended by deleting subsection 10(f) in its entirety and substituting therefor a
new subsection 10(f) to read as follows:
(f) The Issuer will take no action with respect to
its capital stock (including without limitation any purchase
of its shares or any combination of shares or reverse stock
split and elimination of fractional shares) if (i) the
effect of such action is to cause the percentage referred to
in clause (ii) below to increase, and (ii) after giving
effect to such
-4-
action, the sum of the number of Warrant Shares therefore
issued, if any, plus the number of Warrant Shares then
issuable in respect of Warrants then outstanding (determined
without regard to the limitation on exercise set forth in
subsection 6(f) and the number of shares of other capital
stock of the Issuer at any time held by Creditanstalt or its
Affiliates (in each case other than Non-Attributable Stock)
would, upon issuance, represent in excess of 24.99% of the
Equity of the Issuer, unless in any such case the holders of
a majority of the outstanding Warrants and Warrant Shares
shall have given their prior written consent to such action.
Section 10. Amendment to Adjustment Provisions. Subsection 12(j) of the
----------------------------------
Warrant Agreement is hereby amended to delete therefrom the second proviso to
clause (2) of such subsection 12(j) in its entirety and to substitute therefor a
new clause (2) to read as follows:
. . . provided further that in such event, no adjustment in
the number of Warrant Shares purchasable shall be made by
the Issuer if such adjustment would cause the sum of the
number of Warrant Shares therefore issued, if any, plus the
number of Warrant Shares then issuable in respect of
Warrants then outstanding (determined without regard to the
limitation on exercise set forth in subsection 6(f) and the
number of shares of other capital stock of the Issuer at any
time held by Creditanstalt or its Affiliates (other than Non-
Attributable Stock) to represent in excess of 24.99% of the
Equity of the Issuer and in such event, the Issuer shall pay
a cash dividend to all holders of Warrants which dividend
shall be calculated as if the Warrants had been exercised.
Section 11. Cancellation Right. The Warrant Agreement is hereby further
------------------
amended by added at the end of Section 16 thereof a new subsection (j) to read
as follows:
(j) In the event and to the extent that the Officer
Options terminate without having vested, the holder shall
surrender for cancellation the Warrant Certificates
evidencing the Series B Warrants that had not vested prior
to the date the Officer Options terminated. If any Warrant
Certificate evidences both vested and unvested Series B
Warrants, a new Warrant Certificate shall be issued to the
holder surrendering such Warrant Certificate evidencing the
vested Series B Warrants.
Section 12. Exhibit A. The Warrant Agreement is hereby further amended by
---------
deleting EXHIBIT A thereto in its entirety and by substituting therefor a new
EXHIBIT A in the form attached as EXHIBIT A hereto.
Section 13. Representations and Warranties. The Issuer hereby represents
------------------------------
and warrants to Creditanstalt, for the benefit of Creditanstalt and any other
Warrant Holder, as follows:
-5-
(a) The Issuer is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Georgia, has the corporate power
and authority to conduct its business as presently conducted and as intended to
be conducted, has the corporate power and authority to execute and deliver this
Amendment and the Warrant Certificates, to issue the Series B Warrants and to
perform its obligations under the Warrant Agreement, as amended by this
Amendment, and the Warrant Certificates, has the corporate power and authority
and legal right to own and lease its properties and is duly qualified and in
good standing as a foreign corporation in each jurisdiction in which it owns or
leases real property or in which the conduct of its business requires such
qualification, except where failure to be so qualified could not be reasonably
expected to have a material adverse effect on the business, properties,
financial condition or results of operations of the Issuer and its Subsidiaries
taken as a whole.
(b) The execution, delivery and performance by the Issuer of this
Amendment and the Warrant Certificates, the issuance of the Warrants and the
issuance of the Warrant Shares upon the exercise of the Series B Warrants and
the issuance of Common Stock upon conversion of the Series B Preferred Stock
have been duly authorized by all necessary corporate action and do not and will
not violate, or result in a breach of, or constitute a default under, or require
any consent under, or result in the creation of any lien, charge or encumbrance
upon the assets of the Issuer pursuant to, any law, statute, ordinance, rule,
regulation, order or decree of any court, governmental body or regulatory
authority or administrative agency having jurisdiction over the Issuer or its
Subsidiaries or the Issuer's Articles of Incorporation or any contract,
mortgage, loan agreement, note, lease or other instrument binding upon the
Issuer or its Subsidiaries or by which their properties are bound.
(c) This Amendment has been duly executed and delivered by the Issuer and
constitutes a legal, valid, binding and enforceable obligation of the Issuer.
When the Series B Warrants and Warrant Certificates representing the Series B
Warrants have been issued as contemplated hereby, (i) the Series B Warrants and
the Warrant Certificates representing the Series B Warrants will constitute
legal, valid, binding and enforceable obligations of the Issuer, except as
enforcebility may be limited by bankruptcy and insolvency, and (ii) the Warrant
Shares, when issued upon exercise of the Series B Warrants in accordance with
the terms of the Warrant Agreement, and the Common Stock, when issued upon
conversion of the Series B Preferred Stock in accordance with the terms of the
Issuer's Articles of Incorporation relating to the Series B Preferred Stock,
will be duly authorized, validly issued, fully paid and nonassessable shares of
the Common Stock and Series B Preferred Stock, as applicable, with no personal
liability attaching to the ownership thereof.
(d) The Issuer has authorized capital stock consisting of 5,000,000 shares
of Class A Common Stock, par value $.01 per share, of which 33,408.504 shares
are issued and outstanding and 20,000 shares of Class B Common Stock, par value
$.01 per share, of which 2,071.318 shares are issued and outstanding, 7,500
shares of Series A Convertible Preferred Stock, par value $.01 per share, of
which 7,360 shares are issued and outstanding, 30,000 shares of Series B
Convertible Preferred Stock, par value $.01 per share, none of which are issued
and
-6-
outstanding, 3,500 shares of Series C Convertible Preferred Stock, par value
$.01 per share, 3,500 of which are issued and outstanding (which shares are
convertible as of the date hereof into 11,289.985 shares of Common Stock).
Except as set forth on SCHEDULE I to the Warrant Agreement, there are no
outstanding options, warrants subscriptions, rights, convertible or exchangeable
securities or other agreements or plans under which the Issuer may be or become
obligated to issue, sell or transfer shares of its capital stock of other
securities. The Series B Preferred Stock has no voting rights, except as
required by law, and is convertible on a share-for-share basis into Common Stock
of the Issuer. To the Issuer's best knowledge, there are no voting agreements,
voting trusts, proxies or other agreements or understandings with respect to the
voting of any capital stock of the Issuer or any Subsidiary.
(e) Except as set forth on SCHEDULE II to the Warrant Agreement, no holder
of securities of the Issuer has any right to the registration of such securities
under the Securities Act and any applicable state securities law.
Section 14. Expenses. Issuer agrees to pay, immediately upon demand by
--------
Creditanstalt, all costs, expenses, attorneys' fees, and other charges and
expenses incurred by Creditanstalt in connection with the negotiation,
preparation, execution and delivery of this Amendment and any other instrument,
document, agreement or amendment executed in connection with this Amendment.
Section 15. Limitation of Amendment. Except as expressly set forth herein,
-----------------------
this Amendment shall not be deemed to waive, amend or modify any term or
condition of the Warrant Agreement, each of which is hereby ratified and
reaffirmed and shall remain in full force and effect, nor to serve as a consent
to any matter prohibited by the terms and conditions thereof.
Section 16. Counterparts. This Amendment may be executed in any number of
------------
counterparts and any party hereto may execute any counterpart, each of which
when executed and delivered will be deemed to be an original and all of which,
taken together, will be deemed but one and the same agreement.
Section 17. Governing Law: Jurisdiction. THIS AMENDMENT, AND THE RIGHTS AND
---------------------------
OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW).
-7-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal as of the date and year first written above.
"ISSUER"
SATELINK PAGING INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ATTEST: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Secretary
(Signatures continued on next page)
(Signatures continued from previous page)
"CREDITANSTALT"
CREDITANSTALT AMERICAN CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
By: [SIGNATURE ILLEGIBLE]
------------------------------------------
Name: [SIGNATURE ILLEGIBLE]
Title: Vice President
-9-
EXHIBIT A
FORM OF [SERIES A/SERIES B] WARRANT CERTIFICATE
THE WARRANTS AND SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT
TO OTHER PROVISIONS OF THE SECOND AMENDED AND RESTATED WARRANT AGREEMENT, DATED
AS OF NOVEMBER 17, 1995, AS AMENDED BY THE FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED WARRANT AGREEMENT, DATED AS OF MAY 31, 1996, EACH BETWEEN THE ISSUER
AND CREDITANSTALT AMERICAN CORPORATION, A COMPLETE AND CORRECT COPY OF WHICH IS
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE
FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PUT RIGHTS
AND EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE WARRANT AGREEMENT.
EXERCISABLE ONLY ON OR BEFORE
DECEMBER 3, 2005
Warrant Certificate
[Date]
Certificate No.___
This Warrant Certificate certifies that _______________, or registered
assigns, is the registered holder of _______ Warrants (the "Warrants") to
purchase Class A Common Stock (the "Common Stock") or Series B Convertible
Preferred Stock (the "Series B Preferred Stock") of SATELLINK PAGING INC., a
Georgia corporation (the "Issuer"). Each Warrant entitles the holder, but only
subject to the conditions set forth herein and in the Warrant Agreement referred
to below, to purchase from the Issuer before 5:00 P.M., New York time, on
December 3, 2005 (the "expiration Date"), one (1) fully paid and nonassessable
share of the Common Stock or Series B Preferred Stock of the Issuer (the
"Warrant Shares") in the percentages and to the extent set forth in the Warrant
Agreement, at a price (the "Exercise Price") of [$.01/$200.00] per Warrant
payable in lawful money of the United States of America, upon
A-1
surrender of this Warrant Certificate, execution of the annexed Form of Election
to Purchase and payment of the Exercise Price at the office of the Issuer at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other
address as the Issuer may specify in writing to the registered holder of the
Warrants evidenced hereby (the "Warrant Office"). In lieu of exercising Warrants
pursuant to the immediately preceding sentence, the Warrant holder shall have
the right to require the Issuer to convert the Warrants, in whole or in part and
at any time or times, into Warrant Shares, by surrendering to the Issuer the
Warrant Certificate evidencing the Warrants to be converted, accompanied by the
annexed Form of Notice of Conversion which has been duly completed and signed.
The Exercise Price and number of Warrant Shares purchasable upon exercise of the
Warrants are subject to adjustment prior to the Expiration Date as set forth in
the Warrant Agreement. In no event shall this Warrant be exercisable for shares
of Common Stock or Series B Preferred Stock which, when aggregated with all
other Warrant Shares (as defined in the Warrant Agreement) previously issued
(other than Non-Attributable Stock (as defined in the Warrant Agreement)) would,
upon issuance, represent in excess of 24.99% of the Equity of the Issuer
(defined in the Warrant Agreement) unless such shares, when issued, would
constitute Non-Attributable Stock (as defined in the Warrant Agreement).
[SERIES B WARRANTS ONLY:]
[THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON EXERCISE AND CERTAIN SURRENDER AND CANCELLATION RIGHTS MORE
FULLY SET FORTH IN THE WARRANT AGREEMENT.]
No Warrant may be exercised after 5:00 P.M., New York time, on the
Expiration Date and (except as otherwise provided in the Warrant Agreement) all
rights of the registered holders of the Warrants shall cease after 5:00 P.M.,
New York time, on the Expiration Date.
The Issuer may deem and treat the registered holders of the Warrants
evidenced hereby as the absolute owners thereof (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof and of any distribution to the holders hereof and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.
Warrant Certificates, when surrendered at the office of the Issuer at the
above-mentioned address by the registered holder hereof in person or by a legal
representative duly authorized in writing, may be exchanged, in the manner and
subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of
Warrants.
Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Issuer at the above-mentioned address, a new
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued in exchange for this Warrant
Certificate to the transferee(s) and, if less than all the Warrants
A-2
evidenced hereby are to be transferred, to the registered holder hereof, subject
to the limitations provided in the Warrant Agreement, without charge except for
any tax or other governmental charge imposed in connection therewith.
This Warrant Certificate is one of the Warrant Certificates referred to in
the Second Amended and Restated Warrant Agreement, dated as of November 17,
1995, between the Issuer and Creditanstalt American Corporation, as amended by
the First Amendment to Second Amended and Restated Warrant Agreement, dated as
of May 31, 1996 between Issuer and Creditanstalt American Corporation (as so
amended, the "Warrant Agreement"). Said Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Issuer and the holders.
IN WITNESS WHEREOF the Issuer has caused this Warrant Certificate to be
signed by its duly authorized officers and has caused its corporate seal to be
affixed hereunto.
SATELINK PAGING INC.
By: ___________________________________
Name: _____________________________
Title: ____________________________
(CORPORATE SEAL)
ATTEST:
___________________________________
Secretary
A-3
ANNEX to Form
of Warrant
Certificate
------------------
FORM OF ELECTION TO PURCHASE
(To be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ___ Warrant Shares" and
herewith tenders payment for such Warrant Shares to the order of the Issuer in
the amount of $ ____________ in accordance with the terms hereof. The
undersigned requests that a certificate for such Warrant Shares be registered
in the name of _________________________________________________________________
whose address is _____________________________________ and that such certificate
be delivered to ________________ whose address is ____________________________ .
If said number of Warrant Shares is less than all of the Warrant Shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of the Warrant Shares be registered in the
name of _____________________________________________________ whose address is
_________________________________________________________ and that such Warrant
Certificate be delivered to ___________________________________ whose address is
____________________________________.
Signature:
_______________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
Date: __________
. Consisting of:
______ shares of Common Stock
______ shares of Series B Preferred Stock
A-4
ANNEX to Form
of Warrant
Certificate
--------------
FORM OF NOTICE OF CONVERSION
(To be executed upon conversion of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to convert Warrants represented hereby
into ___ Warrant Shares* in accordance with the terms hereof. The undersigned
requests that a certificate for such Warrant Shares be registered in the name of
_________________________________________________________________ whose address
is _____________________________________ and that such certificate be delivered
to ________________ whose address is ____________________________ . If said
number of Warrant Shares is less than all of the Warrant Shares obtainable
hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of the Warrant Shares be registered in the name of
_____________________________________________________ whose address is
_________________________________________________________ and that such Warrant
Certificate be delivered to ___________________________________ whose address is
____________________________________.
Signature:
_______________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
Date: __________
* Consisting of:
______ shares of Common Stock
______ shares of Series B Preferred Stock
A-5
EXHIBIT A
FORM OF [SERIES A/SERIES B] WARRANT CERTIFICATE
THE WARRANTS AND SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT
TO OTHER PROVISIONS OF THE SECOND AMENDED AND RESTATED WARRANT AGREEMENT, DATED
AS OF NOVEMBER 17, 1995, AS AMENDED BY THE FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED WARRANT AGREEMENT, DATED AS OF MAY 31, 1996, EACH BETWEEN THE ISSUER
AND CREDITANSTALT AMERICAN CORPORATION, A COMPLETE AND CORRECT COPY OF WHICH IS
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE
FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PUT RIGHTS
AND EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE WARRANT AGREEMENT.
EXERCISABLE ONLY ON OR BEFORE
DECEMBER 3, 2005
Warrant Certificate
[Date]
Certificate No.___
This Warrant Certificate certifies that __________, or registered
assigns,is the registered holder of _____ Warrants (the "Warrants") to purchase
Class A Common Stock (the "Common Stock") or Series B Convertible Preferred
Stock (the "Series B Preferred Stock") of SATELLINK PAGING INC., a Georgia
corporation (the "Issuer"). Each Warrant entitles the holder, but only subject
to the conditions set forth herein and in the Warrant Agreement referred to
below, to purchase from the Issuer before 5:00 P.M., New York time, on December
3,2005 (the "Expiration Date"), one (1) fully paid and nonassessable share of
the Common Stock or Series B Preferred Stock of the Issuer (the "Warrant
Shares") in the percentages and to the extent set forth in the Warrant
Agreement, at a price (the "Exercise Price") of [$.01/$200.00] per Warrant
payable in lawful money of the United States of America, upon
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surrender of this Warrant Certificate, execution of the annexed Form of Election
to Purchase and payment of the Exercise Price at the office of the Issuer at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other
address as the Issuer may specify in writing to the registered holder of the
Warrants evidenced hereby (the "Warrant Office"). In lieu of exercising Warrants
pursuant to the immediately preceding sentence, the Warrant holder shall have
the right to require the Issuer to convert the Warrants, in whole or in part and
at any time or times, into Warrant Shares, by surrendering to the Issuer the
Warrant Certificate evidencing the Warrants to be converted, accompanied by the
annexed Form of Notice of Conversion which has been duly completed and signed.
The Exercise Price and number of Warrant Shares purchasable upon exercise of the
Warrants are subject to adjustment prior to the Expiration Date as set forth in
the Warrant Agreement. In no event shall this Warrant be exercisable for shares
of Common Stock or Series B Preferred Stock which, when aggregated with all
other Warrant Shares (as defined in the Warrant Agreement) previously issued
(other than Non-Attributable Stock (as defined in the Warrant Agreement)) would,
upon issuance, represent in excess of 24.99% of the Equity of the Issuer
(defined in the Warrant Agreement) unless such shares, when issued, would
constitute Non-Attributable Stock (as defined in the Warrant Agreement).
[SERIES B WARRANTS ONLY:]
[THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON EXERCISE AND CERTAIN SURRENDER AND CANCELLATION RIGHTS MORE
FULLY SET FORTH IN THE WARRANT AGREEMENT.]
No Warrant may be exercised after 5:00 P.M., New York time, on the
Expiration Date and (except as otherwise provided in the Warrant Agreement) all
rights of the registered holders of the Warrants shall cease after 5:00 P.M.,
New York time, on the Expiration Date.
The Issuer may deem and treat the registered holders of the Warrants
evidenced hereby as the absolute owners thereof (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof and of any distribution to the holders hereof and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.
Warrant Certificates, when surrendered at the office of the Issuer at the
above-mentioned address by the registered holder hereof in person or by a legal
representative duly authorized in writing, may be exchanged, in the manner and
subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of
Warrants.
Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Issuer at the above-mentioned address, a new
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued in exchange for this Warrant
Certificate to the transferee(s) and, if less than all the Warrants
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evidenced hereby are to be transferred, to the registered holder hereof, subject
to the limitations provided in the Warrant Agreement, without charge except for
any tax or other governmental charge imposed in connection therewith.
This Warrant Certificate is one of the Warrant Certificates referred to in
the Second Amended and Restated Warrant Agreement, dated as of November 17,
1995, between the Issuer and Creditanstalt American Corporation, as amended by
the First Amendment to Second Amended and Restated Warrant Agreement, dated as
of May 31, 1996 between Issuer and Creditanstalt American Corporation (as so
amended, the "Warrant Agreement"). Said Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Issuer and the holders.
IN WITNESS WHEREOF the Issuer has caused this Warrant Certificate to be
signed by its duly authorized officers and has caused its corporate seal to be
affixed hereunto.
SATELLINK PAGING INC.
By: ___________________________
Name:______________________
Title:_____________________
(CORPORATE SEAL)
ATTEST:
_________________________
Secretary
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ANNEX to Form
of Warrant
Certificate
-------------
FORM OF ELECTION TO PURCHASE
(To be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ___ Warrant Shares and
herewith tenders payment for such Warrant Shares to the order of the Issuer in
the amount of $______ in accordance with the terms hereof. The undersigned
requests that a certificate for such Warrant Shares be registered in the name of
_____________________ whose address is ____________________________ and that
such certificate be delivered to ____________________ whose address is
______________. If said number of Warrant Shares is less than all of the Warrant
Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of the Warrant Shares be
registered in the name of ___________________________________________ whose
address is _______________________________________________ and that such Warrant
Certificate be delivered to ___________________________ whose address is
____________________.
Signature:
____________________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
Date:____________
. Consisting of:
______ shares of Common Stock
______ shares of Series B Preferred Stock
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ANNEX to Form
of Warrant
Certificate
--------------
FORM OF NOTICE OF CONVERSION
(To be executed upon conversion of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to convert Warrants represented hereby
into ____ Warrant Shares* in accordance with the terms hereof. The undersigned
requests that a certificate for such Warrant Shares be registered in the name of
__________________________________ whose address is ___________________________
and that such certificate be delivered to _____________ whose address is
______________. If said number of Warrant Shares is less than all of the
Warrant Shares obtainable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of the Warrant Shares be
registered in the name of ____________________________ whose address is
_______________ and that such Warrant Certificate be delivered to ____________
whose address is _________________________.
Signature:
_______________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
Date:_____________
. Consisting of:
________ shares of Common Stock
________ shares of Series B Preferred Stock
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