EXHIBIT NO. 4.1
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
This Amendment No. 4 dated May 14, 1999 hereby amends the Rights Agreement
originally dated as of October 13, 1995, as amended on June 29, 1998, August 18,
1998 and September 3, 1998 (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. 4 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: (A) Sandler Capital Partners IV,
L.P. and Sandler Capital Partners IV FTE, L.P. (collectively,
"Sandler"), unless and until the earlier of (I) such time as Sandler,
together with its Affiliates, directly or indirectly, becomes the
Beneficial Owner of more than 22.0% of the Common Stock then
outstanding (or such greater percentage as may result solely from the
acquisition of shares of the Company's Series C Convertible Preferred
Stock or shares of Common Stock issued to effect the payment of
dividends, conversion or redemption thereof) (the "Sandler Exempt
Threshold") or (II) the Effective Time (as defined below), in which
event Sandler immediately shall cease to be an Exempted Person; (B) ▇.
▇. ▇▇▇▇ 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; (C) Credit Suisse
First Boston Corporation, together with its Affiliates (collectively,
"CS First Boston"), unless and until such time as CS First Boston,
directly or indirectly,
becomes the Beneficial Owner of Common Stock in excess of the CS First
Boston Exempt Threshold (as defined below), in which event CS First
Boston immediately shall cease to be an Exempted Person; (D)
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; (E) The Northwestern
Mutual Life Insurance Company, together with its Affiliates
(collectively, "Northwestern Mutual"), unless and until such time as
Northwestern Mutual, directly or indirectly, becomes the Beneficial
Owner of Common Stock in excess of the Northwestern Mutual Exempt
Threshold (as defined below), in which event Northwestern Mutual
immediately shall cease to be an Exempted Person; and (F) 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. For
purposes of this Agreement, the ▇▇▇▇ Exempt Threshold shall mean the
lesser of (I) 33.0% of the Common Stock then outstanding or (II) a
percentage of the Common Stock then outstanding equal to (x) that
percentage of shares of Common Stock directly or indirectly
Beneficially Owned by ▇▇▇▇ immediately after the Effective Time plus
(y) 5.0%; the CS First Boston Exempt Threshold shall mean the lesser
of (I) 26.0% of the Common Stock then outstanding or (II) a percentage
of the Common Stock then outstanding equal to (x) that percentage of
shares of Common Stock directly or indirectly Beneficially Owned by CS
First Boston immediately after the Effective Time plus (y) 5.0%; the
Whippoorwill Exempt Threshold shall mean the lesser of (I) 27.0% of
the Common Stock then outstanding or (II) a percentage of the Common
Stock then outstanding equal to (x) that percentage of shares of
Common Stock directly or indirectly Beneficially Owned by Whippoorwill
immediately after the Effective Time plus (y) 5.0%; the Northwestern
Mutual Exempt Threshold shall mean the lesser of (I) 15.5% of the
Common Stock then outstanding or (II) a percentage of the Common Stock
then outstanding equal to (x) that percentage of shares of Common
Stock directly or indirectly Beneficially Owned by Northwestern Mutual
immediately after the Effective Time plus (y) 5.0%; and the Resurgence
Exempt Threshold shall mean the lesser of (I) 19.0% of the Common
Stock then outstanding or (II) a percentage of the Common Stock then
outstanding equal to that percentage of shares of Common Stock
directly or indirectly Beneficially
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Owned by Resurgence immediately after the Effective Time, rounded to
the next highest whole integer. The Sandler Exempt Threshold, the ▇▇▇▇
Exempt Threshold, the CS First Boston Exempt Threshold, the
Whippoorwill Exempt Threshold, the Northwestern Mutual Exempt
Threshold and the Resurgence Exempt Threshold are collectively
referred to herein as the "Exempt Threshold." For purposes of this
Section 1(ii), none of ▇▇▇▇, ▇▇ First Boston, Whippoorwill or
Northwestern Mutual 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 Corp., a wholly-
owned Subsidiary of the Company, MobileMedia Corporation and
MobileMedia Communications, Inc., dated as of August 18, 1998) (as it
may be amended from time to time, the "Merger Agreement") and 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. For purposes of this Agreement the
Effective Time shall have the meaning ascribed to such term in the
Merger Agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 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/ J. ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇. ▇. ▇▇▇▇▇, ▇▇.
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Name: J. ▇▇▇ ▇▇▇▇▇▇ Name: ▇.▇. ▇▇▇▇▇, ▇▇.
Title: Executive Vice President Title: Chairman of the Board and
and Chief Financial Officer Chief Executive Officer
Seal
THE BANK OF NEW YORK
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President
Seal
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