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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
ARCH WIRELESS HOLDINGS, INC.
ARCH WIRELESS, INC.
ARCH WIRELESS COMMUNICATIONS, INC.
PAGING NETWORK CANADIAN HOLDINGS, INC.
PAGENET SMR SUB, INC.
ARCHTEL, INC.
ARCH COMMUNICATIONS ENTERPRISES LLC
ARCH CONNECTICUT VALLEY, INC.
BENBOW INVESTMENTS, INC.
MOBILEMEDIA COMMUNICATIONS, INC.
MOBILE COMMUNICATIONS CORPORATION
OF AMERICA
MOBILEMEDIA LICENSE CO., L.L.C.
PAGING NETWORK, INC.
PAGENET, INC.
PAGING NETWORK OF AMERICA, INC.
PAGING NETWORK OF COLORADO, INC.
PAGING NETWORK OF
NORTHERN CALIFORNIA, INC.
PAGING NETWORK OF MICHIGAN, INC.
PAGING NETWORK FINANCE CORP.
PAGING NETWORK INTERNATIONAL, INC.
PAGING NETWORK OF
SAN FRANCISCO, INC.
(Name of Applicant)
1800 WEST PARK DRIVE, SUITE 250, WESTBOROUGH, MASSACHUSETTS 01581
(Address of principal executive offices)
---------------------
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED:
TITLE OF CLASS AMOUNT
10% Senior Subordinated Secured Aggregate principal amount of
Notes Due 2007 $200,000,000
---------------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
ON, OR AS SOON AS PRACTICABLE AFTER, THE EFFECTIVE DATE OF THE
DEBTORS' FIRST AMENDED JOINT PLAN OF REORGANIZATION
---------------------
PATRICIA A. GRAY, ESQ.
C/O ARCH WIRELESS, INC.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1800 WEST PARK DRIVE
SUITE 250
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-6700
WITH COPIES TO:
MARK N. POLEBAUM, ESQ. TED S. WAKSMAN, ESQ.
DAVID A. WESTENBERG, ESQ. WEIL, GOTSHAL & MANGES LLP
HALE AND DORR LLP 767 FIFTH AVENUE
60 STATE STREET NEW YORK, NEW YORK 10153
BOSTON, MASSACHUSETTS 02109 (212) 310-8007
(617) 526-6000
---------------------
THE APPLICANT HEREBY AMENDS THIS APPLICATION FOR QUALIFICATION ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL (I) THE 20TH DAY
AFTER THE FILING OF AN AMENDMENT THAT SPECIFICALLY STATES THAT IT SHALL
SUPERSEDE THIS APPLICATION FOR QUALIFICATION OR (II) SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 307(c) OF THE TRUST
INDENTURE ACT OF 1939, MAY DETERMINE UPON THE WRITTEN REQUEST OF THE APPLICANT.
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GENERAL
ITEM 1. GENERAL INFORMATION.
(a) Each of Arch Wireless Holdings, Inc. (the "Corporation"), Arch
Wireless, Inc. (the "Parent"), Arch Wireless Communications, Inc. ("AWCI"),
Paging Network Canadian Holdings, Inc. ("PNCH"), PageNet SMR Sub, Inc.
("PNSMR"), ArchTel, Inc., Arch Connecticut Valley, Inc., Benbow Investments,
Inc., MobileMedia Communications, Inc., Mobile Communications Corporation of
America, Paging Network, Inc., PageNet, Inc., Paging Network of America, Inc.,
Paging Network of Colorado, Inc., Paging Network of Northern California, Inc.,
Paging Network of Michigan, Inc., Paging Network Finance Corp., Paging Network
International, Inc. and Paging Network of San Francisco, Inc. are corporations.
Arch Communication Enterprises, LLC and MobileMedia License Co., L.L.C. are
limited liability companies. Except for the Corporation, each of the foregoing
entities shall be referred to herein collectively as the "Guarantors."
(b) The Corporation and each of the Guarantors (other than Arch Connecticut
Valley, Inc.) are organized under the laws of the State of Delaware. Arch
Connecticut Valley, Inc. is organized under the laws of the Commonwealth of
Massachusetts. The mailing address for the Corporation and each of the
Guarantors is c/o Arch Wireless, Inc., 1800 West Park Drive, Suite 250,
Westborough, Massachusetts 01581.
ITEM 2. SECURITIES ACT EXEMPTION APPLICABLE.
The Corporation intends to commence a solicitation (the "Solicitation") of
acceptances of a proposed joint reorganization plan (the "Plan") of the
Corporation, the Parent and their respective debtor subsidiaries as set forth in
the Plan, pursuant to which the Corporation intends to issue 10% Senior
Subordinated Secured Notes due 2007 (the "New Senior Notes") and 12%
Subordinated Secured Compounding Notes due 2009 (the "New Subordinated Notes"
and, collectively with the New Senior Notes, the "New Notes") under Title 11 of
the United States Code (the "Bankruptcy Code"). The Chapter 11 cases of the
Corporation and the Parent and certain of its subsidiaries are presently pending
before the United States Bankruptcy Court for the District of Massachusetts
(Western Division) (the "Bankruptcy Court"). The New Senior Notes will be issued
under an indenture (the "Indenture") which is the subject of this application. A
copy of the Disclosure Statement relating to the Plan (which includes the Plan
as Exhibit A thereto), which was approved by an order of the Bankruptcy Court
dated March 13, 2002, is attached hereto as Exhibit T3E.
Under the Plan, on the date on which the Corporation consummates the Plan
(the "Effective Date"), or as soon as practicable thereafter, the holders of
Allowed Bank Secured Claims and Allowed USAM Secured Note Claims (each as
defined in the Plan) shall receive New Notes in partial satisfaction of such
claims. The New Senior Notes will be due five years after the Effective Date.
The New Subordinated Notes will be due seven years after the Effective Date. The
Corporation anticipates initially issuing $200,000,000 in New Senior Notes and
$100,000,000 in New Subordinated Notes under the Plan.
There has not been, nor is there going to be, any sales of New Notes by the
Corporation or by or through an underwriter at or about the same time as the
Plan or the offering, exchange and distribution of the New Notes. The
Corporation has not paid or given, and will not pay or give, directly or
indirectly, any commission or other remuneration to any broker, dealer, salesman
or other person for solicitation in connection with any aspect of the Plan.
The Corporation believes that the issuance of the New Notes is exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and state securities and "blue sky" laws pursuant to Section
1145(a)(1) of Title 11 of the Bankruptcy Code. Generally, Section 1145(a)(1) of
the Bankruptcy Code exempts the offer and sale of securities under a bankruptcy
plan of reorganization from registration under the Securities Act and under
equivalent state securities and "blue sky" laws if the following requirements
are satisfied: (1) the securities are issued by the debtor (or an affiliate
participating in a joint plan with the debtor or the debtor's successor) under a
plan of reorganization; (2) the recipients of the securities hold a pre-petition
or administrative claim against the debtor or an interest in the debtor; and (3)
the securities are issued entirely in exchange for the recipient's claim against
or interest in the debtor or
1
are issued "principally" in such exchange and "partly" for cash or property. The
Corporation believes that the offer of the New Notes under the Solicitation and
the exchange of New Notes under the Plan will satisfy the requirements of
Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer is exempt
from the registration requirements referred to above.
AFFILIATIONS
ITEM 3. AFFILIATES.
(a) Set forth below is a list of the Parent and all direct and indirect
subsidiaries of the Parent and the Corporation (the "Subsidiaries" and each a
"Subsidiary"). Unless stated otherwise, each Subsidiary is wholly owned by the
Corporation. The Parent, the Corporation and each Subsidiary will continue its
corporate existence unchanged after the Effective Date.
JURISDICTION OF INCORPORATION
AFFILIATE OR QUALIFICATION
--------- -----------------------------
Arch Wireless, Inc. Delaware
Arch Wireless Communications, Inc.(1) Delaware
Paging Network Canadian Holdings, Inc.(1) Delaware
PageNet SMR Sub, Inc.(1) Delaware
3057011 Canada, Inc.(2) Canada
AWI Spectrum Co. Holdings, Inc.(1) Delaware
Paging Network of Canada, Inc.(3) Canada
Madison Telecommunications Holdings Inc.(4) Canada
Madison Telecommunications Inc.(5) Canada
Per-Com Wireless Enterprises, Inc.(6) Canada
AWI Spectrum Co., LLC(7) Delaware
Arch Wireless Holdings, Inc.(8) Delaware
ArchTel, Inc. Delaware
Arch Communications Enterprises LLC Delaware
Arch Connecticut Valley, Inc. Massachusetts
Benbow Investments, Inc. Delaware
MobileMedia Communications, Inc. Delaware
Arch Canada Inc. Canada
Nationwide 929.8875 LLC(9) Delaware
Waterloo Communications, Inc.(10) Iowa
Benbow PCS Ventures, Inc.(11) California
Mobile Communications Corporation of America(12) Delaware
MobileMedia License Co., L.L.C.(13) Delaware
Paging Network, Inc. Delaware
PageNet, Inc.(14) Delaware
Paging Network of America, Inc.(15) Delaware
Paging Network of Colorado, Inc.(14) Delaware
Paging Network of Northern California, Inc.(14) Delaware
Paging Network of Michigan, Inc.(14) Delaware
Paging Network Finance Corp.(14) Delaware
2
JURISDICTION OF INCORPORATION
AFFILIATE OR QUALIFICATION
--------- -----------------------------
Paging Network International, Inc.(14) Delaware
Paging Network of San Francisco, Inc.(14) Delaware
VAST Solutions, Inc.(16) Delaware
---------------
(1) 100% owned by the Parent.
(2) 33% owned by the Parent and 67% owned by David Hamilton.
(3) 100% owned by Paging Network Canadian Holdings, Inc.
(4) 80% owned by Paging Network Canadian Holdings, Inc. and 20% owned by
Madison Venture Corporation.
(5) 100% owned by Madison Telecommunications Holdings Inc.
(6) 100% owned by 3057011 Canada, Inc.
(7) 100% owned by AWI Spectrum Co. Holdings, Inc.
(8) 100% owned by Arch Wireless Communications, Inc.
(9) 5.1% owned by Arch Connecticut Valley, Inc., 44.9% owned by Arch
Communications Enterprises LLC, 32.4% owned by AirTouch Paging, 11% owned
by AirTouch Paging of California and 6.6% owned by AirTouch Paging of
Texas.
(10) 45% owned by Arch Communications Enterprises LLC and 55% owned by Gerald
Farnsworth.
(11) 49.9% of non-voting stock and 15% voting stock owned by Benbow Investments,
Inc. 50.1% of non-voting stock and 85% voting stock owned by June Walsh.
(12) 100% owned by MobileMedia Communications, Inc.
(13) 100% owned by Mobile Communications Corporation of America.
(14) 100% owned by Paging Network, Inc.
(15) 100% owned by PageNet, Inc.
(16) 19.5% owned by Paging Network, Inc.
In addition, certain international Subsidiaries of Paging Network International,
Inc. have been omitted. None of such Subsidiaries constitutes significant
subsidiaries nor are they Guarantors of the New Notes.
(b) See Item 5 for "Principal Owners of Voting Securities," some of whom
may be deemed to be "affiliates" of the Corporation, the Parent and the
Subsidiaries by virtue of their holdings.
MANAGEMENT AND CONTROL
ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS.
(a) Current Directors and Executive Officers.
The following table sets forth the names of, and all offices held by, all
current executive officers and directors (as defined in Sections 303(5) and
303(6), respectively, of the Trust Indenture Act of 1939 (the "TIA") of the
Corporation and each of the Guarantors. The mailing address for each executive
officer and director listed below is c/o Arch Wireless, Inc., 1800 West Park
Drive, Suite 250, Westborough, Massachusetts 01581.
(1) The executive officers and directors of the Corporation, the
Parent and AWCI are as follows:
NAME OFFICE(S)
---- ---------
C. Edward Baker, Jr. Director
Chairman of the Board
Chief Executive Officer
3
NAME OFFICE(S)
---- ---------
R. Schorr Berman Director
Gregg R. Daugherty Director
John H. Gutfreund Director
John Kornriech Director
H. Sean Mathis Director
Allan L. Rayfield Director
John B. Saynor Director, Executive Vice President and Assistant Secretary
John A. Shane Director
Lyndon R. Daniels President and Chief Operating Officer
J. Roy Pottle Executive Vice President and Chief Financial Officer
Paul H. Kuzia Executive Vice President, Technology and Regulatory
Affairs
Patricia A. Gray Senior Vice President, General Counsel and Secretary
Christopher J. Madden Senior Vice President, Human Resources
Peter J. Barnett Senior Vice President, Operations and Chief Information
Officer
Gerald J. Cimmino Vice President and Treasurer
George W. Hale Vice President and Controller
Joseph Mullin Vice President, Radio Frequency Engineering and Licensing
D. Michael Doyle Vice President, Telecommunications
Michael Brantley Vice President, Operations Nationwide
Robert J. Lougee Vice President, Investor Relations
Michael J. Lurie Vice President, National Retail
Amber Niven Vice President, Information Technology
Felicia Donahue Vice President, Operations
Tracey Zimmerman Vice President, Human Resources Operations Support
Frank Brilliant Vice President, Advanced Product Marketing Group
James Rodts Vice President, Research and Development
Mark Simmons Vice President, Software Engineering
Kristopher W. Brigham Vice President, Business Development
Robert Smith Vice President, National Operations Center
Brigette White Vice President, Customer Base Marketing
Esti Witty Vice President, Product Development
Jean F. Angelini Assistant Treasurer
(2) The executive officers of each of Arch Communications Enterprises
LLC and MobileMedia License Co., L.L.C. are as follows (such companies have
no directors):
NAME OFFICE(S)
---- ---------
C. Edward Baker, Jr. Chairman of the Board and Chief Executive Officer
Lyndon R. Daniels President and Chief Operating Officer
J. Roy Pottle Executive Vice President and Chief Financial Officer
John B. Saynor Executive Vice President
Paul H. Kuzia Executive Vice President, Technology and Regulatory
Affairs
Patricia A. Gray Senior Vice President, General Counsel and Secretary
Gerald J. Cimmino Vice President and Treasurer
Christopher Madden Senior Vice President, Human Resources
4
NAME OFFICE(S)
---- ---------
George Hale Vice President, Planning and Control
Robert J. Lougee Vice President, Investor Relations
Peter J. Barnett Senior Vice President, Operations and Chief Information
Officer
Jean F. Angelini Assistant Treasurer
(3) The executive officers and sole director of each of Arch
Connecticut Valley, Inc., ArchTel, Inc., Benbow Investments, Inc. and
MobileMedia Communications, Inc. are as follows:
NAME OFFICE(S)
---- ---------
C. Edward Baker, Jr. Chairman of the Board and Chief Executive Officer and Sole
Director
Lyndon R. Daniels President and Chief Operating Officer
J. Roy Pottle Executive Vice President and Chief Financial Officer
John B. Saynor Executive Vice President
Paul H. Kuzia Executive Vice President, Technology and Regulatory
Affairs
Peter J. Barnett Senior Vice President, Information Management Services
Christopher Madden Senior Vice President, Human Resources
Patricia A. Gray Senior Vice President, General Counsel and Clerk
Gerald J. Cimmino Vice President and Treasurer
George Hale Vice President and Controller
Robert J. Lougee Vice President, Investor Relations
Jean F. Angelini Assistant Treasurer
(4) The executive officers and sole director of each of Paging Network
of Colorado, Inc., Paging Network of Northern California, Inc., Paging
Network of Michigan, Inc., Paging Network Finance Corp., Paging Network
International, Inc. and Paging Network of San Francisco, Inc. are as
follows:
NAME OFFICE(S)
---- ---------
C. Edward Baker, Jr. Chairman of the Board and Chief Executive Officer and Sole
Director
Lyndon R. Daniels President and Chief Operating Officer
J. Roy Pottle Executive Vice President and Chief Financial Officer
Paul H. Kuzia Executive Vice President, Technology and Regulatory
Affairs
Patricia A. Gray Senior Vice President, General Counsel and Secretary
Gerald J. Cimmino Vice President and Treasurer
George Hale Vice President and Controller
Garry Fitzgerald Regional Senior Vice President, Canada
(5) The executive officers and sole director of each of PNSMR and PNCH
are as follows:
NAME OFFICE(S)
---- ---------
C. Edward Baker, Jr. Chairman of the Board and Chief Executive Officer and Sole
Director
Lyndon R. Daniels President and Chief Operating Officer
J. Roy Pottle Executive Vice President and Chief Financial Officer
John B. Saynor Executive Vice President
Paul H. Kuzia Executive Vice President, Technology and Regulatory
Affairs
Patricia A. Gray Senior Vice President, General Counsel and Secretary
5
NAME OFFICE(S)
---- ---------
Gerald J. Cimmino Vice President and Treasurer
George Hale Vice President and Controller
Garry Fitzgerald Regional Senior Vice President, Canada
(6) The executive officers and sole director of each of Paging
Network, Inc. and Paging Network of America, Inc. are as follows:
NAME OFFICE(S)
---- ---------
C. Edward Baker, Jr. Chairman of the Board and Chief Executive Officer and Sole
Director
Lyndon R. Daniels President and Chief Operating Officer
J. Roy Pottle Executive Vice President and Chief Financial Officer
Paul H. Kuzia Executive Vice President, Technology and Regulatory
Affairs
Patricia A. Gray Senior Vice President, General Counsel and Secretary
Gerald J. Cimmino Vice President and Treasurer
George Hale Vice President and Controller
Garry Fitzgerald Regional Senior Vice President, Canada
Joseph Mullin Vice President, Engineering and Licensing
(7) The executive officers and sole director of PageNet, Inc. are as
follows:
NAME OFFICE(S)
---- ---------
C. Edward Baker, Jr. Chairman of the Board and Chief Executive Officer and Sole
Director
Lyndon R. Daniels President and Chief Operating Officer
J. Roy Pottle Executive Vice President and Chief Financial Officer
Paul H. Kuzia Executive Vice President, Technology and Regulatory
Affairs
Peter J. Barnett Senior Vice President, Operations and Chief Information
Officer
Gerald J. Cimmino Vice President and Treasurer
Patricia A. Gray Senior Vice President, General Counsel and Secretary
George Hale Vice President and Controller
Garry Fitzgerald Regional Senior Vice President, Canada
Joseph Mullin Vice President, Engineering and Licensing
(8) The executive officers and sole director of Mobile Communications
Corporation of America are as follows:
NAME OFFICE(S)
---- ---------
C. Edward Baker, Jr. Chairman of the Board and Chief Executive Officer and Sole
Director
Lyndon R. Daniels President and Chief Operating Officer
J. Roy Pottle Executive Vice President and Chief Financial Officer
John B. Saynor Executive Vice President
Paul H. Kuzia Executive Vice President, Technology and Regulatory
Affairs
Christopher Madden Senior Vice President, Human Resources
Peter J. Barnett Senior Vice President, Operations and Chief Information
Officer
Gerald J. Cimmino Vice President and Treasurer
Patricia A. Gray Senior Vice President, General Counsel and Secretary
6
NAME OFFICE(S)
---- ---------
Robert J. Lougee Vice President, Investor Relations
George Hale Vice President and Controller
Joseph Mullin Vice President, Radio Frequency Engineering and Licensing
D. Michael Doyle Vice President, Telecommunications
Michael Brantley Vice President, Operations Nationwide
Kristopher W. Brigham Vice President, Business Development
Michael J. Lurie Vice President, National Retail
Robert Smith Vice President, National Operations Center
Brigette White Vice President, Customer Base Marketing
Amber Niven Vice President, Information Technology
Esti Witty Vice President, Product Development
Felicia Donahue Vice President, Operations
Tracey Zimmerman Vice President, Human Resources Operations Support
Mark Simmons Vice President, Software Engineering
James Rodts Vice President, Research and Development
Frank Brilliant Vice President, Advanced Products Marketing
Jean F. Angelini Assistant Treasurer
(b) Directors and Executive Officers as of the Effective Date. It is
expected that existing executive officers of the Corporation and each of the
Guarantors shall continue to serve in their current capacities after the
Effective Date. Upon the Effective Date, Mr. Baker will serve as Chairman of the
Board of the Corporation and each of the Guarantors. The remaining directors of
the Corporation, AWCI and the Parent after the Effective Date shall be appointed
by the Required Secured Lenders (as defined in the Plan). The directors of the
remaining Guarantors shall remain the same. The mailing address after the
Effective Date for each executive officer and director of the Corporation and
the Guarantors will be c/o Arch Wireless, Inc., 1800 West Park Drive, Suite 250,
Westborough, Massachusetts 01581.
ITEM 5. PRINCIPAL OWNERS OF VOTING SECURITIES.
(a) Voting Securities as of the Date of this Application. Presented below
is certain information regarding each person owning 10% or more of the voting
securities of the Corporation and the Guarantors as of March 15, 2002.
I. Arch Wireless, Inc.
None.
II. Arch Wireless Holdings, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless Communications, Common Stock, par 371,370 100.0%
Inc. value $0.01 per
1800 West Park Drive share
Suite 250
Westborough, Massachusetts
01581
7
III. Arch Wireless Communications, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- -------- ----------
Arch Wireless, Inc. Common Stock, par 848.7501 100.0%
1800 West Park Drive value $0.01 per
Suite 250 share
Westborough, Massachusetts
01581
IV. Paging Network Canadian Holdings, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless, Inc. Common Stock, par 3,000 100.0%
1800 West Park Drive value $0.01 per
Suite 250 share
Westborough, Massachusetts
01581
V. PageNet SMR Sub, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless, Inc. Common Stock, par 507 100.0%
1800 West Park Drive value $0.01 per
Suite 250 share
Westborough, Massachusetts
01581
VI. ArchTel, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless Holdings, Inc. Common Stock, par 100 100.0%
1800 West Park Drive value $1.00 per
Suite 250 share
Westborough, Massachusetts
01581
VII. Arch Communications Enterprises LLC
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless Holdings, Inc. Membership 100.0% 100.0%
1800 West Park Drive Interest
Suite 250
Westborough, Massachusetts
01581
VIII. Arch Connecticut Valley, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless Holdings, Inc. Common Stock, par 100 100.0%
1800 West Park Drive value $0.01 per
Suite 250 share
Westborough, Massachusetts
01581
8
IX. Benbow Investments, Inc.
PERCENTAGE
OF VOTING
TITLE OF AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS CLASS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless Holdings, Inc. Common Stock, par 200 100.0%
1800 West Park Drive $0.01 value per
Suite 250 share
Westborough, Massachusetts
01581
X. MobileMedia Communications, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless Holdings, Inc. Common Stock, par 1,000 100.0%
1800 West Park Drive value $0.01 per
Suite 250 share
Westborough, Massachusetts
01581
XI. Mobile Communications Corporation of America
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
MobileMedia Communications, Inc. Common Stock, par 100 100.0%
c/o Arch Wireless Holdings, value $1.00 per
Inc. share
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
XII. MobileMedia License Co., L.L.C.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Mobile Communications Corporation Membership 100.0% 100.0%
of America Interest
c/o Arch Wireless Holdings,
Inc.
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
XIII. Paging Network, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless Holdings, Inc. Common Stock, par 1,000 100.0%
1800 West Park Drive value $0.01 per
Suite 250 share
Westborough, Massachusetts
01581
XIV. PageNet, Inc.
9
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Paging Network, Inc. Common Stock, par 3,000 100.0%
c/o Arch Wireless Holdings, value $0.01 per
Inc. share
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
XV. Paging Network Finance Corp.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Paging Network, Inc. Common Stock, par 3,000 100.0%
c/o Arch Wireless Holdings, value $0.01 per
Inc. share
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
XVI. Paging Network International, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Paging Network, Inc. Common Stock, par 3,000 100.0%
c/o Arch Wireless Holdings, value $0.01 per
Inc. share
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
XVII. Paging Network of America, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
PageNet, Inc. Common Stock, par 3,000 100.0%
c/o Paging Network, Inc. value $0.01 per
1800 West Park Drive share
Suite 250
Westborough, Massachusetts
01581
XVIII. Paging Network of Colorado, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Paging Network, Inc. Common Stock, par 3,000 100.0%
c/o Arch Wireless Holdings, value $0.01 per
Inc. share
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
10
XIX. Paging Network of Michigan, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Paging Network, Inc. Common Stock, no 1,000 100.0%
c/o Arch Wireless Holdings, par value
Inc.
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
XX. Paging Network of Northern California, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Paging Network, Inc. Common Stock, par 3,000 100.0%
c/o Arch Wireless Holdings, value $0.01 per
Inc. share
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
XXI. Paging Network of San Francisco, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Paging Network, Inc. Common Stock, no 1,000 100.0%
c/o Arch Wireless Holdings, par value
Inc.
1800 West Park Drive
Suite 250
Westborough, Massachusetts
01581
(b) Voting Securities as of the Effective Date. Presented below is certain
information regarding each person expected, on the basis of present holdings,
commitments and information, to own 10% or more of the voting securities of the
Corporation and the Guarantors outstanding as of the Effective Date.
Arch Wireless Holdings, Inc.
PERCENTAGE
OF VOTING
TITLE OF CLASS AMOUNT SECURITIES
NAME AND COMPLETE MAILING ADDRESS OWNED OWNED OWNED
--------------------------------- ----------------- ------- ----------
Arch Wireless Communications, Common Stock, par 100 100.0%
Inc.(1) value $0.01 per shares
1800 West Park Drive share
Suite 250
Westborough, Massachusetts
01581
---------------
(1) On the Effective Date, the Corporation will issue 100 shares of its Common
Stock, par value $0.01 per share ("New AWHI Common Stock"), to the Parent.
Immediately thereafter, the Parent will contribute such shares of New AWHI
Common Stock to Arch Wireless Communications, Inc. Such shares of New AWHI
Common Stock will constitute all of the issued and outstanding equity
interests in the Corporation immediately following the Effective Date.
On the Effective Date, AWCI shall issue 100 shares of New AWCI Common Stock
to the person designated by the Collateral Agent and the USAM Trustees pursuant
to Article III.B.2(a) and (c) of the
11
Plan, which shall constitute all of the issued and outstanding capital stock of
AWCI immediately following the Effective Date.
On the Effective Date, PNCH shall issue 100 shares of New PNCH Common Stock
to the person designated by the Collateral Agent and the USAM Trustees in
accordance with the provisions of Article III.B.2(a) and (c) of the Plan, which
shall constitute all of the issued and outstanding capital stock of PNCH
immediately following the Effective Date.
On the Effective Date, PNSMR shall issue 100 shares of New PNSMR Common
Stock to the person designated by the Collateral Agent and the USAM Trustees in
accordance with the provisions of Artcile III.B.2(a) and(c) of the Plan, which
shall constitute all of the issued and outstanding capital stock of PNSMR
immediately following the Effective Date.
The voting securities of the other Guarantors shall be held in the amounts
and percentages set forth in Item 5(a) of this Form T-3.
UNDERWRITERS
ITEM 6. UNDERWRITERS.
(a) Bear, Stearns & Co. Inc., TD Securities (USA) Inc, BNY Capital Markets,
Inc., RBC Dominion Securities Corporation and Barclays Capital Inc. may each be
deemed to have acted as an underwriter for AWCI in connection with their April
6, 1999 purchase from Arch Escrow Corp., which was merged with and into AWCI on
June 3, 1999, of an aggregate of $147,000,000 principal amount of 13 3/4% Senior
Notes due 2008 of Arch Escrow Corp., which were assumed by AWCI. Except as
described in the preceding sentence, no person has acted as an underwriter for
the Corporation or any Guarantor within the past three years.
(b) No person is acting, or proposed to be acting, as principal underwriter
of the New Senior Notes proposed to be offered pursuant to the Indenture.
CAPITAL SECURITIES
ITEM 7. CAPITALIZATION.
(a) The following table sets forth information with respect to each
authorized class of securities of the Corporation and the Guarantors as of March
15, 2002:
I. Arch Wireless Holdings, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 400,000 shares 371,370 shares
II. Arch Wireless, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 500,000,000 shares 182,434,590 shares
Series C Convertible Preferred Stock, par
value $0.01 per share.................... 250,000 shares 250,000 shares
Series F Cumulative Redeemable Preferred
Stock, par value $0.01 per share......... 1,250,000 shares 1,015,000 shares
Undesignated Preferred Stock, par value
$0.01 per share.......................... 8,000,000 shares None
10 7/8% Senior Discount Notes due 2008..... $467,377,080 $113,141,000
6 3/4% Convertible Subordinated Debentures
due 2003................................. $34,475,000 $939,000
12
III. Arch Wireless Communications, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 1,000 shares 848.7499 shares
9 1/2% Senior Notes due 2004............... $125,000,000 $125,000,000
14% Senior Notes due 2004.................. $100,000,000 $100,000,000
12 3/4% Senior Notes due 2007.............. $130,000,000 $130,000,000
13 3/4% Senior Notes due 2008.............. $147,000,000 $147,000,000
IV. Paging Network Canadian Holdings, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 3,000 shares 3,000 shares
V. PageNet SMR Sub, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 1,000 shares 507 shares
VI. ArchTel, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $1.00 per share.... 5,000 shares 100 shares
VII. Arch Communications Enterprises, LLC
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Membership Interest........................ N/A N/A
VIII. Arch Connecticut Valley, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 250,000 shares 100 shares
IX. Benbow Investments, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 1,000 shares 200 shares
X. MobileMedia Communications, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 1,000 shares 1,000 shares
XI. Mobile Communications Corporation of America
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $1.00 per share.... 1,000 shares 100 shares
XII. MobileMedia License Co., L.L.C.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Membership Interest........................ N/A N/A
XIII. Paging Network, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 1,000 shares 1,000 shares
13
XIV. PageNet, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 3,000 shares 3,000 shares
XV. Paging Network Finance Corp.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 3,000 shares 3,000 shares
XVI. Paging Network International, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 3,000 shares 3,000 shares
XVII. Paging Network of America, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 3,000 shares 3,000 shares
XVIII. Paging Network of Colorado, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 3,000 shares 3,000 shares
XIX. Paging Network of Michigan, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, no par value................. 1,000 shares 1,000 shares
XX. Paging Network of Northern California, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 3,000 shares 3,000 shares
XXI. Paging Network of San Francisco, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, no par value................. 1,000 shares 1,000 shares
The following table sets forth information with respect to each authorized
class of securities of the Corporation and the Guarantors as of the Effective
Date:
I. Arch Wireless Holdings, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
New AWHI Common Stock, par value $0.01 per
share.................................... 1,000 shares 100 shares
10% Senior Subordinated Secured Notes due
2007..................................... $200,000,000 $200,000,000
12% Subordinated Secured Compounding Notes
due 2009................................. $100,000,000 $100,000,000
II. Arch Wireless, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.001 per share... 50,000,000 shares 18,866,902 shares
Preferred Stock, par value $0.01 per
share.................................... 10,000,000 shares none
14
III. Arch Wireless Communications, Inc.
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ------------------ ------------------
Common Stock, par value $0.01 per share.... 1,000 shares 848.7499 shares
On the Effective Date, AWCI shall issue 100 shares of New AWCI Common Stock
to the person designated by the Collateral Agent and the USAM Trustees pursuant
to Article III.B.2(a) and (c) of the Plan, which shall constitute all of the
issued and outstanding capital stock of AWCI immediately following the Effective
Date.
On the Effective Date, PNCH shall issue 100 shares of New PNCH Common Stock
to the person designated by the Collateral Agent and the USAM Trustees in
accordance with the provisions of Article III.B.2(a) and (c) of the Plan, which
shall constitute all of the issued and outstanding capital stock of PNCH
immediately following the Effective Date.
On the Effective Date, PNSMR shall issue 100 shares of New PNSMR Common
Stock to the person designated by the Collateral Agent and the USAM Trustees in
accordance with the provisions of Artcile III.B.2(a) and(c) of the Plan, which
shall constitute all of the issued and outstanding capital stock of PNSMR
immediately following the Effective Date.
As of the Effective Date, the information with respect to each authorized
class of securities of the other Guarantors will remain as set forth in this
Item 7(a).
(b) The current holders of common stock are entitled to one vote for each
share held of record on all matters voted upon by stockholders (or in case of
limited liability companies to vote pro rata to the interests held), and a
majority vote is required for all action to be taken by stockholders. So long as
at least 50% of the Series C Preferred Stock of the Parent remains outstanding,
the holders of the Series C Preferred Stock have the right, voting as a separate
class, to designate one member of the Parent's Board of Directors and one member
of AWCI's Board of Directors. On all other matters, the Parent's Series C
Preferred Stock and common stock vote together as a single class. Each shares of
Series C Preferred Stock is entitled to as many votes as the number of shares of
common stock into which it is convertible (8.0182) as of December 6, 2001, the
date on which the Parent and its domestic subsidiaries filed voluntary
petititions for relief under Chapter 11 of the Bankruptcy Code with the
Bankruptcy Court. The Parent's Series F Preferred Stock does not have any voting
rights. Cumulative voting of shares is not allowed. No holder of any other
securities of the Corporation or any Guarantor is entitled to vote on matters
submitted to a vote of stockholders. The voting rights of the New AWHI Common
Stock and the new common stock to be issued by the Parent on the Effective Date
will be identical to the voting rights of the Corporation's and the Parent's (as
the case may be) current common stock described in this Item 7(b). Under the
Plan, existing common stock of the Corporation, the Parent, AWCI, PNCH and PNSMR
will be cancelled as of the Effective Date.
15
INDENTURE SECURITIES
ITEM 8. ANALYSIS OF INDENTURE PROVISIONS.
The following is a general description of certain provisions of the
Indenture. The description is qualified in its entirety by reference to the form
of Indenture filed as Exhibit T3C hereto. Capitalized terms used in this Item 8
and not defined elsewhere in this application have the meanings given to such
terms in the Indenture.
(a) EVENTS OF DEFAULT; WITHHOLDING OF NOTICE.
"Event of Default" under the Indenture means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
Governmental Authority):
(1) default in the payment of any interest on any Note when it becomes
due and payable and such default continues for a period of 5 days;
(2) default in the payment of the principal of any Note at its
Maturity (including pursuant to Section 9.02 of the Indenture);
(3) the Parent or any of the Subsidiaries shall fail to observe or
perform any covenant, condition or agreement contained in Sections 10.07,
10.08, 10.09, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, 10.19,
10.20, 10.21, 10.22, 10.23, 10.24 or 10.25 of the Indenture, or any Note
Party shall fail to observe or perform any covenant, condition or agreement
contained in the Security Documents to the extent it is a party thereto;
(4) any Note Party shall fail to observe or perform any covenant,
condition or agreement contained in any Note Document to which it is a
party (other than those specified in clause (a), (b) or (d) of Section 4.01
of the Indenture), and such failure shall continue unremedied for 30 days
after the earlier of the date on which (A) a Responsible Officer of the
Parent becomes aware of such failure or (B) written notice thereof shall
have been given to the Parent by the Trustee or the Majority Noteholders;
(5) (i) any Note Party shall breach in any material respect any
representation or warranty or agreement in any of the Security Documents or
in any certificates delivered in connection therewith; (ii) the repudiation
by any of them of any of their obligations under any of the Security
Documents; (iii) the unenforceability of the Security Documents against any
of them for any reason which shall continue unremedied for 30 days after
the earlier of the date on which (A) a Responsible Officer of the Parent
becomes aware of such failure or (B) written notice thereof shall have been
given to the Parent by the Trustee or the Majority Noteholders; or (iv) the
loss of the perfection or priority of the Liens granted by any of them
pursuant to the Security Documents for any reason;
(6) the Parent or any of the Subsidiaries shall fail to make any
payment (whether of principal or interest and regardless of amount) in
respect of any Material Obligations, when and as the same shall become due
and payable (after giving effect to any applicable grace period);
(7) any event or condition occurs that results in any Material
Obligations becoming due prior to their scheduled maturity or payment date,
or that enables or permits (with or without the giving of notice, the lapse
of time or both) the holder or holders of any Material Obligations or any
trustee or agent on its or their behalf to cause any Material Obligations
to become due prior to their scheduled maturity or payment date or to
require the prepayment, repurchase, redemption or defeasance thereof, prior
to their scheduled maturity or payment date (in each case after giving
effect to any applicable cure period); provided that this clause shall not
apply to secured Indebtedness that becomes due solely as a result of the
voluntary sale or transfer of the property or assets securing such
Indebtedness;
(8) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Parent or any of the Subsidiaries, or any of their
debts, or of a substantial part of any of their assets, under any Federal,
state or foreign bankruptcy,
16
insolvency, receivership or similar law now or hereafter in effect or (ii)
the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Parent or any of the Subsidiaries
or for a substantial part of any of their assets, and, in any such case,
such proceeding or petition shall continue undismissed for 30 days or an
order or decree approving or ordering any of the foregoing shall be
entered;
(9) the Parent or any of the Subsidiaries shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (h)
of Section 4.01 of the Indenture, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Parent or any of the Subsidiaries or for a
substantial part of any of their assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any
action for the purpose of effecting any of the foregoing;
(10) one or more judgments for the payment of money in an aggregate
amount in excess of $1,000,000 shall be rendered against the Parent or any
of the Subsidiaries or any combination thereof (which shall not be fully
covered by insurance without taking into account any applicable
deductibles) and the same shall remain undischarged or unbonded for a
period of 30 consecutive days during which execution shall not be
effectively stayed;
(11) any Note Document shall cease, for any reason, to be in full
force and effect, or any Note Party shall so assert in writing or shall
disavow any of its obligations thereunder; or
(12) an Event of Default under and as defined in the Junior Indenture
or any Credit Agreement shall have occurred.
If a Default or an Event of Default occurs and is continuing and is known
to the Trustee, the Trustee shall mail to each Holder of the Notes notice of the
Default or Event of Default within 30 days after the occurrence thereof, or, if
later, promptly upon the Trustee obtaining knowledge thereof. Except in the case
of a Default or an Event of Default in payment of principal of or interest on
any Notes, the Trustee may withhold the notice to the Holders of such Notes if
its Board of Directors, executive committee or a committee of its trust officers
in good faith determines that withholding the notice is in the interest of the
Holders of the Notes.
If an Event of Default (other than an Event of Default described in clause
(h) or (i) of Section 4.01 of the Indenture), shall have occurred and be
continuing, the Trustee or the Majority Noteholders may, by notice to the
Corporation, declare the Notes then outstanding to be due and payable in whole
(or in part, in which case any principal not so declared to be due and payable
may thereafter be declared to be due and payable), and thereupon the principal
of the Notes so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of each Note Party accrued under the
Note Documents, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Corporation. In case of any Event of Default described in clause (h) or (i)
of Section 4.01 of the Indenture, the principal of the Notes then outstanding,
together with accrued interest thereon and all fees and other obligations of
each Note Party accrued under the Note Documents, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Corporation; provided, however, that so
long as any Senior Debt is outstanding, the acceleration shall not be effective
until the earlier of (i) an acceleration of any Senior Debt or (ii) five
Business Days after receipt by the Corporation of written notice of the
acceleration of the Notes.
The Holders of the Notes shall not have the independent right to direct the
time, method or place of conducting any remedy available to the Trustee or
exercising any trust or power conferred upon the Trustee or, on behalf of all
Holders of Notes, to consent to the waiver of any past Default or Event of
Default or its consequences. All decisions regarding the declaration of an Event
of Default, the acceleration of the Notes, the waiver of any Defaults and Events
of Default, and the direction of the Collateral Agent and the Trustee with
respect to the exercise of rights and remedies against the Corporation, the
Guarantors and the Collateral
17
shall be made by the Majority Noteholders. These limitations do not apply to a
suit instituted by a Holder of a Note for enforcement of payment of any amounts
then due as an unsecured claimant.
(b) AUTHENTICATION AND DELIVERY OF THE NOTES UNDER THE INDENTURE AND APPLICATION
OF PROCEEDS THEREOF.
The Notes to be issued under the Indenture may from time to time be
executed on behalf of the Corporation by one officer who shall sign the Notes
for the Corporation by manual or facsimile signature. If an officer whose
signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid. A Note shall not be valid
until authenticated by the manual signature of the Trustee. The signature shall
be conclusive evidence that the Note has been authenticated under the Indenture.
The Trustee shall, upon a receipt of a Company Order requesting that notes
be authenticated by the Trustee, authenticate Notes for original issue.
The Trustee may appoint an authenticating agent acceptable to the
Corporation to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in the Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Corporation.
There will be no proceeds (and therefore no application of such proceeds)
from the issuance of the Notes because the Notes will be issued in partial
satisfaction of the obligations owing to the Holders.
(c) RELEASE OF ANY NOTE COLLATERAL SUBJECT TO THE LIEN OF THE INDENTURE.
The Collateral shall be released from the Lien of the Security Documents as
expressly provided therein or in connection with any transaction permitted by
Section 10.11 of the Indenture (Asset Sales).
Section 11.04 of the Indenture contains the general provisions for the
release of Collateral from the Lien of the Security Documents in accordance with
the TIA, including delivery of the certificates and opinions of fair value
required by Section 314(d) of the TIA. Section 11.05(a) of the Indenture,
however, permits the release of Collateral in connection with the (i) sale,
disposition or use of inventory, (ii) sale or disposition of obsolete or worn
out fixtures or equipment, (iii) collection, liquidation or disposition of
accounts receivable, (iv) renegotiation and termination of leasehold interests,
and (v) granting of easements and rights of way on certain properties that do
not secure any monetary obligations and do not materially affect the value of
the affected property, all in the ordinary course of the Corporation's or the
Guarantors' business and in each case without the delivery by the Corporation of
the certificates and opinions required by Section 314(d) of the Act. In lieu
thereof and in order to protect the interests of purchasers of the Notes and
allow the Corporation to carry on its regular business in the ordinary course,
Section 11.05(b) of the Indenture requires the Corporation and the Guarantors to
deliver semi-annually to the Trustee and the Collateral Agent a certificate
verifying that all such sales or uses of inventory, collections and other
dispositions of accounts receivable and any other disposition or transaction
contemplated by Section 11.05(a) of the Indenture, during the applicable
six-month period, were made in the ordinary course of the Corporation's and the
Guarantors' business and that all proceeds from such activities were used by the
Corporation and the Guarantors in the ordinary course of their business or
otherwise as permitted by the Indenture. In addition, pursuant to Section 10.27
of the Indenture, the Corporation is required to furnish the Trustee unaudited
quarterly and audited annual consolidated financial statements meeting the
requirements imposed on reporting companies under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, whether or not the Corporation is
then a reporting corporation. In the Corporation's view, based on the foregoing,
compliance with the certificate and opinion requirements of Section 314(d) of
the TIA in the context of sales or uses of inventory, collections and other
dispositions of accounts receivable and any other disposition or transaction
contemplated by Section 11.05(a) of the Indenture in the ordinary course of the
Corporation's or the Guarantors' business is not necessary for the protection of
purchasers of the Notes and such failure by the Corporation to so comply would
not be inconsistent with the purposes fairly intended to be served by Section
314(d) of the TIA.
18
The release of any Collateral from the Lien of the Indenture and of the
Security Documents pursuant to the terms of the Security Documents or the
Indenture will not be deemed to impair the security under the Indenture in
contravention of the provisions thereof.
(d) SATISFACTION AND DISCHARGE OF THE INDENTURE.
Upon the written request of the Corporation, the Indenture will cease to be
of further effect, and the Trustee, at the expense of the Corporation, will
execute proper instruments acknowledging satisfaction and discharge of the
Indenture, when:
(1) either
(a) all the Notes theretofore authenticated and delivered (other
than (i) Notes which have been mutilated, destroyed, lost or stolen and
which have been replaced or paid as provided in Section 2.10 of the
Indenture) have been delivered to the Trustee for cancellation; or
(b) all Notes not theretofore delivered to the Trustee for
cancellation have come due and payable, by reason of the making of a
notice of redemption or will otherwise become due and payable within one
year and the Corporation has irrevocably deposited or caused to be
deposited with the Trustee funds in trust for the purpose in an amount
sufficient to pay and discharge the entire Indebtedness on such Notes
not theretofore delivered to the Trustee for cancellation, for principal
and interest to the date of such deposit (in the case of Notes which
have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;
(2) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit, and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Corporation
is a party or by which the Corporation is bound;
(3) the Corporation has paid or caused to be paid all other sums
payable hereunder by the Corporation;
(4) the Corporation has delivered irrevocable instructions to the
Trustee under the Indenture to apply the deposited money and/or
non-callable Government Securities toward the payment of the Notes at
maturity or the redemption date, as the case may be; and
(5) the Corporation has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
the Indenture have been complied with.
Notwithstanding the satisfaction and discharge of the Indenture, the
obligations of the Corporation to the Trustee under Section 5.07 of the
Indenture and, the obligations of the Trustee under Section 3.02 and the last
paragraph of Section 10.03 of the Indenture shall survive.
The Corporation may at any time, for the purpose of obtaining the
satisfaction and discharge of the Indenture or for any other purpose, pay, or by
Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Corporation or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Corporation or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held by
the Corporation, in trust for the payment of the principal of or interest on any
Note and remaining unclaimed for two years after such principal or interest has
become due and payable shall be paid to the Corporation on Company Request, or
(if then held by the Corporation) shall be discharged from such trust; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look
only to the Corporation for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Corporation as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being
19
required to make any such repayment, may at the expense of the Corporation cause
to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
Borough of Manhattan, The City of New York, New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Corporation.
(e) THE EVIDENCE REQUIRED TO BE FURNISHED BY THE CORPORATION TO THE TRUSTEE AS
TO COMPLIANCE WITH THE CONDITIONS AND COVENANTS PROVIDED FOR IN THE INDENTURE.
The Corporation will deliver to the Trustee, within 90 days after the end
of each Fiscal Year of the Corporation ending after the date hereof, an
Officers' Certificate, stating whether or not to the knowledge of the signers
thereof the Corporation is in compliance with all the terms, provisions,
covenants and conditions of the Indenture and if the Corporation shall be in
Default under the Indenture, specifying all such Defaults and the nature and
status thereof of which they may have knowledge and including the information
referred to in clause (i) in the next paragraph.
The Corporation will deliver to the Trustee within 45 days after the end of
each Fiscal Quarter of any Fiscal Year, an Officers' Certificate (i)
demonstrating compliance with each of the financial covenants contained in
Article X of the Indenture which is tested on a quarterly basis, and (ii)
stating that no Default or Event of Default has occurred and is continuing or,
if a Default or Event of Default has occurred and is continuing, stating the
nature thereof and the action which the Corporation proposes to take with
respect thereto.
The Corporation will, so long as any of the Notes are Outstanding, deliver
to the Trustee, within five Business Days of becoming aware of any Default or
Event of Default in the performance of any covenant, agreement or condition in
the Indenture, an Officers' Certificate specifying such Default or Event of
Default.
ITEM 9. OTHER OBLIGORS.
The Corporation's obligations with respect to the New Notes will be
guaranteed by each Guarantor. A schedule of names and addresses of the
Guarantors is attached as Annex A hereto.
CONTENTS OF APPLICATION FOR QUALIFICATION. This application for
qualification comprises:
(a) Pages numbered 1 to 28, consecutively.
(b) The statement of eligibility and qualification on Form T-1 of The
Bank of New York, as Trustee under the indenture to be qualified (filed
herewith as Exhibit 25.1).
(c) The following exhibits in addition to those filed as part of the
statement of eligibility and qualification of the Trustee:
Exhibit Certificate of Incorporation of the Corporation, as in
T3A-1 effect on the date of filing (filed herewith).
Exhibit Form of Restated Certificate of Incorporation of the
T3A-2 Corporation and the Guarantors (other than the Parent, Arch
Connecticut Valley, Inc., Arch Communication Enterprises LLC
and MobileMedia License Co., L.L.C.) to be in effect as of
the Effective Date (filed herewith).
Exhibit Restated Certificate of Incorporation of the Parent, as in
T3A-3 effect on the date of filing (incorporated by reference from
the Registration Statement on Form S-3 (File No. 333-542) of
the Parent).
Exhibit Certificate of Correction filed with the Secretary of State
T3A-4 of Delaware on February 15, 1996 (incorporated by reference
from the Registration Statement on Form S-3 (File No.
333-542) of the Parent).
20
Exhibit Certificate of Designations establishing the Series C
T3A-5 Convertible Preferred Stock of the Parent, filed with the
Secretary of State of Delaware on June 29, 1998
(incorporated by reference from the Current Report on Form
8-K of the Parent dated June 26, 1998 and filed July 23,
1998).
Exhibit Certificate of Amendment of Restated Certificate of
T3A-6 Incorporation of the Parent, filed with the Secretary of
State of Delaware on June 4, 1996 (incorporated by reference
from the Registration Statement on Form S-8 (File No.
333-07333) of the Parent).
Exhibit Certificate of Amendment of Restated Certificate of
T3A-7 Incorporation of the Parent, filed with the Secretary of
State of Delaware on May 27, 1999 (incorporated by reference
from the Registration Statement on Form S-4 (File No.
333-62211) of the Parent).
Exhibit Certificate of Amendment of Restated Certificate of
T3A-8 Incorporation of the Parent, filed with the Secretary of
State of Delaware on June 16, 1999 (incorporated by
reference from the Registration Statement on Form S-4 (File
No. 333-62211) of the Parent).
Exhibit Certificate of Amendment of Restated Certificate of
T3A-9 Incorporation of the Parent, filed with the Secretary of
State of Delaware on April 3, 2000 (incorporated by
reference from the Registration Statement on Form S-4 (File
No. 333-95677) of the Parent).
Exhibit Certificate of Amendment of Restated Certificate of
T3A-10 Incorporation of the Parent, filed with the Secretary of
State of Delaware on April 28, 2000 (incorporated by
reference from the Registration Statement on Form S-4 (File
No. 333-95677) of the Parent).
Exhibit Certificate of Designation establishing the Series F
T3A-11 Cumulative Redeemable Preferred Stock of the Parent, filed
with the Secretary of State of Delaware on February 9, 2001
(incorporated by reference from the Registration Statement
on Form S-4 (File No. 333-55368 of the Parent).
Exhibit Form of Restated Certificate of Incorporation of the Parent
T3A-12 to be in effect as of the Effective Date (filed herewith).
Exhibit Restated Certificate of Incorporation of Arch Wireless
T3A-13 Communications, Inc., as in effect on the date of filing
(incorporated by reference to Arch Wireless Communications,
Inc.'s Registration Statement on Form S-1 (File No.
333-85580) of Arch Communications, Inc.).
Exhibit Certificate of Incorporation of Paging Network Canadian
T3A-14 Holdings, Inc., as in effect on the date of filing (to be
filed by amendment).
Exhibit Certificate of Incorporation of PageNet SMR Sub, Inc., as in
T3A-15 effect on the date of filing (to be filed by amendment).
Exhibit Certificate of Incorporation of ArchTel, Inc., as in effect
T3A-16 on the date of filing (to be filed by amendment).
Exhibit Articles of Organization of Arch Connecticut Valley, Inc.,
T3A-17 as in effect on the date of filing (to be filed by
amendment).
Exhibit Certificate of Incorporation of Benbow Investments, Inc., as
T3A-18 in effect on the date of filing (to be filed by amendment).
Exhibit Certificate of Incorporation of MobileMedia Communications,
T3A-19 Inc., as in effect on the date of filing (to be filed by
amendment).
Exhibit Certificate of Incorporation of Mobile Communications
T3A-20 Corporation of America, as in effect on the date of filing
(to be filed by amendment).
Exhibit Certificate of Incorporation of Paging Network, Inc., as in
T3A-21 effect on the date of filing (to be filed by amendment).
Exhibit Certificate of Incorporation of PageNet, Inc., as in effect
T3A-22 on the date of filing (to be filed by amendment).
21
Exhibit Certificate of Incorporation of Paging Network of America,
T3A-23 Inc., as in effect on the date of filing (to be filed by
amendment).
Exhibit Certificate of Incorporation of Paging Network of Colorado,
T3A-24 Inc., as in effect on the date of filing (to be filed by
amendment).
Exhibit Certificate of Incorporation of Paging Network of Northern
T3A-25 California, Inc., as in effect on the date of filing (to be
filed by amendment).
Exhibit Certificate of Incorporation of Paging Network of Michigan,
T3A-26 Inc., as in effect on the date of filing (to be filed by
amendment).
Exhibit Certificate of Incorporation of Paging Network Finance
T3A-27 Corp., as in effect on the date of filing (to be filed by
amendment).
Exhibit Certificate of Incorporation of Paging Network
T3A-28 International, Inc., as in effect on the date of filing (to
be filed by amendment).
Exhibit Certificate of Incorporation of Paging Network of San
T3A-29 Francisco, Inc., as in effect on the date of filing (to be
filed by amendment).
Exhibit Certificate of Formation of Arch Communication Enterprises,
T3A-30 LLC, as in effect on the date of filing (to be filed by
amendment).
Exhibit Certificate of Formation of MobileMedia License Co., L.L.C.,
T3A-31 as in effect on the date of filing (to be filed by
amendment).
Exhibit Form of Restated Articles of Organization of Arch
T3A-32 Connecticut Valley, Inc. to be in effect as of the Effective
Date (to be filed by amendment).
Exhibit Form of Restated Certificate of Formation of Arch
T3A-33 Communication Enterprises, LLC and MobileMedia License Co.,
L.L.C. to be in effect as of the Effective Date (to be filed
by amendment).
Exhibit Bylaws of the Corporation, as in effect on the date of
T3B-1 filing (filed herewith).
Exhibit Form of Amended and Restated Bylaws of the Corporation and
T3B-2 the Guarantors (other than the Parent, Arch Connecticut
Valley, Inc., Arch Communications Enterprises LLC and
MobileMedia License Co., L.L.C.) to be in effect as of the
Effective Date (filed herewith).
Exhibit By-laws of the Parent, as amended and as in effect on the
T3B-3 date of filing (incorporated by reference from the
Registration Statement on Form S-3 (File No. 333-542) of the
Parent).
Exhibit Amended and Restated By-laws of the Parent to be in effect
T3B-4 as of the Effective Date (filed herewith).
Exhibit By-laws of Arch Wireless Communications, Inc., as amended
T3B-5 and in effect on the date of filing (incorporated herein by
reference from the Registration Statement on Form S-1 (File
No, 333-85580) of Arch Communications, Inc.).
Exhibit Amended and Restated By-laws of Arch Wireless
T3B-6 Communications, Inc. to be in effect as of the Effective
Date (to be filed by amendment).
Exhibit By-laws of Paging Network Canadian Holdings, Inc., as in
T3B-7 effect on the date of filing (to be filed by amendment).
Exhibit By-laws of PageNet SMR Sub, Inc., as in effect on the date
T3B-8 of filing (to be filed by amendment).
Exhibit By-laws of ArchTel, Inc., as in effect on the date of filing
T3B-9 (to be filed by amendment).
Exhibit By-laws of Arch Connecticut Valley, Inc., as in effect on
T3B-10 the date of filing (to be filed by amendment).
Exhibit By-laws of Benbow Investments, Inc., as in effect on the
T3B-11 date of filing (to be filed by amendment).
Exhibit By-laws of MobileMedia Communications, Inc., as in effect on
T3B-12 the date of filing (to be filed by amendment).
22
Exhibit By-laws of Mobile Communications Corporation of America, as
T3B-13 in effect on the date of filing (to be filed by amendment).
Exhibit By-laws of Paging Network, Inc., as in effect on the date of
T3B-14 filing (to be filed by amendment).
Exhibit By-laws of PageNet, Inc., as in effect on the date of filing
T3B-15 (to be filed by amendment).
Exhibit By-laws of Paging Network of America, Inc., as in effect on
T3B-16 the date of filing (to be filed by amendment).
Exhibit By-laws of Paging Network of Colorado, Inc., as in effect on
T3B-17 the date of filing (to be filed by amendment).
Exhibit By-laws of Paging Network of Northern California, Inc., as
T3B-18 in effect on the date of filing (to be filed by amendment).
Exhibit By-laws of Paging Network of Michigan, Inc., as in effect on
T3B-19 the date of filing (to be filed by amendment).
Exhibit By-laws of Paging Network Finance Corp., as in effect on the
T3B-20 date of filing (to be filed by amendment).
Exhibit By-laws of Paging Network International, Inc., as in effect
T3B-21 on the date of filing (to be filed by amendment).
Exhibit By-laws of Paging Network of San Francisco, Inc., as in
T3B-22 effect on the date of filing (to be filed by amendment).
Exhibit Form of Amended and Restated By-laws of Arch Connecticut
T3B-23 Valley, Inc. to be in effect as of the Effective Date (to be
filed by amendment).
Exhibit Form of Indenture, to be dated as of the Effective Date,
T3C among the Corporation, the Guarantors and The Bank of New
York, as Trustee in the form to be qualified, including an
itemized table of contents showing the articles, sections
and subsections of the Indenture, together with the subject
matter thereof and the pages on which they appear (filed
herewith).
Exhibit Not applicable.
T3D
Exhibit Disclosure Statement of Debtors' First Amended Joint Plan of
T3E Reorganization (including the Plan which is attached as
Exhibit A thereto) (filed herewith).
Exhibit A cross reference sheet showing the location in the
T3F Indenture of the provisions therein pursuant to Section 310
through 318(a), inclusive, of the TIA (filed herewith).
Exhibit Form T-1 qualifying The Bank of New York, as Trustee under
25.1 the Indenture to be qualified (filed herewith).
23
SIGNATURES
Pursuant to the requirements of the Trust Indenture Act of 1939, each of
the undersigned applicants, has duly caused this application to be signed on its
behalf by the undersigned, thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the city of Westborough in the
Commonwealth of Massachusetts, on March 19, 2002.
ARCH WIRELESS HOLDINGS, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
ARCH WIRELESS, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
ARCH WIRELESS COMMUNICATIONS, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
24
PAGING NETWORK CANADIAN HOLDINGS, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
25
PAGENET SMR SUB, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
ARCHTEL, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
ARCH COMMUNICATIONS ENTERPRISES LLC
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
ARCH CONNECTICUT VALLEY, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
26
BENBOW INVESTMENTS, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
27
MOBILEMEDIA COMMUNICATIONS, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
MOBILE COMMUNICATIONS CORPORATION OF AMERICA
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
MOBILEMEDIA LICENSE CO., L.L.C.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
PAGING NETWORK, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
28
PAGENET, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
PAGING NETWORK OF AMERICA, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
PAGING NETWORK OF COLORADO, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
PAGING NETWORK OF NORTHERN CALIFORNIA, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
29
PAGING NETWORK OF MICHIGAN, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
PAGING NETWORK FINANCE CORP.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
PAGING NETWORK INTERNATIONAL, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
PAGING NETWORK OF SAN FRANCISCO, INC.
By: /s/ J. ROY POTTLE
-------------------------------------------------
Name: J. Roy Pottle
Title: Executive Vice President and
Chief Financial Officer
30
ANNEX A
SCHEDULE OF GUARANTORS
Set forth below is a list of all the Guarantors for the New Senior Notes
Indenture. The mailing address for each Guarantor is c/o Arch Wireless, Inc.,
1800 West Park Drive, Suite 250, Westborough, Massachusetts 01581.
GUARANTOR
---------
Arch Wireless, Inc.
Arch Wireless Communications, Inc.
Paging Network Canadian Holdings, Inc.
PageNet SMR Sub, Inc.
ArchTel, Inc.
Arch Communications Enterprises LLC
Arch Connecticut Valley, Inc.
Benbow Investments, Inc.
MobileMedia Communications, Inc.
Mobile Communications Corporation of America
MobileMedia License Co., L.L.C.
Paging Network, Inc.
PageNet, Inc.
Paging Network of America, Inc.
Paging Network of Colorado, Inc.
Paging Network of Northern California, Inc.
Paging Network of Michigan, Inc.
Paging Network Finance Corp.
Paging Network International, Inc.
Paging Network of San Francisco, Inc.
A-1
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
Exhibit T3A-1 Certificate of Incorporation of the Corporation, as in
effect on the date of filing (filed herewith).
Exhibit T3A-2 Form of Restated Certificate of Incorporation of the
Corporation and the Guarantors (other than the Parent, Arch
Connecticut Valley, Inc., Arch Communication Enterprises LLC
and MobileMedia License Co., L.L.C.) to be in effect as of
the Effective Date (filed herewith).
Exhibit T3A-3 Restated Certificate of Incorporation of the Parent, as in
effect on the date of filing (incorporated by reference from
the Registration Statement on Form S-3 (File No. 333-542) of
the Parent).
Exhibit T3A-4 Certificate of Correction filed with the Secretary of State
of Delaware on February 15, 1996 (incorporated by reference
from the Registration Statement on Form S-3 (File No.
333-542) of the Parent).
Exhibit T3A-5 Certificate of Designations establishing the Series C
Convertible Preferred Stock of the Parent, filed with the
Secretary of State of Delaware on June 29, 1998
(incorporated by reference from the Current Report on Form
8-K of the Parent dated June 26, 1998 and filed July 23,
1998).
Exhibit T3A-6 Certificate of Amendment of Restated Certificate of
Incorporation of the Parent, filed with the Secretary of
State of Delaware on June 4, 1996 (incorporated by reference
from the Registration Statement on Form S-8 (File No.
333-07333) of the Parent).
Exhibit T3A-7 Certificate of Amendment of Restated Certificate of
Incorporation of the Parent, filed with the Secretary of
State of Delaware on May 27, 1999 (incorporated by reference
from the Registration Statement on Form S-4 (File No.
333-62211) of the Parent).
Exhibit T3A-8 Certificate of Amendment of Restated Certificate of
Incorporation of the Parent, filed with the Secretary of
State of Delaware on June 16, 1999 (incorporated by
reference from the Registration Statement on Form S-4 (File
No. 333-62211) of the Parent).
Exhibit T3A-9 Certificate of Amendment of Restated Certificate of
Incorporation of the Parent, filed with the Secretary of
State of Delaware on April 3, 2000 (incorporated by
reference from the Registration Statement on Form S-4 (File
No. 333-95677) of the Parent).
Exhibit T3A-10 Certificate of Amendment of Restated Certificate of
Incorporation of the Parent, filed with the Secretary of
State of Delaware on April 28, 2000 (incorporated by
reference from the Registration Statement on Form S-4 (File
No. 333-95677) of the Parent).
Exhibit T3A-11 Certificate of Designation establishing the Series F
Cumulative Redeemable Preferred Stock of the Parent, filed
with the Secretary of State of Delaware on February 9, 2001
(incorporated by reference from the Registration Statement
on Form S-4 (File No. 333-55368) of the Parent).
Exhibit T3A-12 Form of Restated Certificate of Incorporation of the Parent
to be in effect as of the Effective Date (filed herewith).
Exhibit T3A-13 Restated Certificate of Incorporation of Arch Wireless
Communications, Inc., as in effect on the date of filing
(incorporated by reference to Arch Wireless Communications,
Inc.'s Registration Statement on Form S-1 (File No.
333-85580) of Arch Communications, Inc.).
Exhibit T3A-14 Certificate of Incorporation of Paging Network Canadian
Holdings, Inc., as in effect on the date of filing (to be
filed by amendment).
Exhibit T3A-15 Certificate of Incorporation of PageNet SMR Sub, Inc., as in
effect on the date of filing (to be filed by amendment).
Exhibit T3A-16 Certificate of Incorporation of ArchTel, Inc., as in effect
on the date of filing (to be filed by amendment).
Exhibit T3A-17 Articles of Organization of Arch Connecticut Valley, Inc.,
as in effect on the date of filing (to be filed by
amendment).
Exhibit T3A-18 Certificate of Incorporation of Benbow Investments, Inc., as
in effect on the date of filing (to be filed by amendment).
Exhibit T3A-19 Certificate of Incorporation of MobileMedia Communications,
Inc., as in effect on the date of filing (to be filed by
amendment).
EXHIBIT DESCRIPTION
------- -----------
Exhibit T3A-20 Certificate of Incorporation of Mobile Communications
Corporation of America, as in effect on the date of filing
(to be filed by amendment).
Exhibit T3A-21 Certificate of Incorporation of Paging Network, Inc., as in
effect on the date of filing (to be filed by amendment).
Exhibit T3A-22 Certificate of Incorporation of PageNet, Inc., as in effect
on the date of filing (to be filed by amendment).
Exhibit T3A-23 Certificate of Incorporation of Paging Network of America,
Inc., as in effect on the date of filing (to be filed by
amendment).
Exhibit T3A-24 Certificate of Incorporation of Paging Network of Colorado,
Inc., as in effect on the date of filing (to be filed by
amendment).
Exhibit T3A-25 Certificate of Incorporation of Paging Network of Northern
California, Inc., as in effect on the date of filing (to be
filed by amendment).
Exhibit T3A-26 Certificate of Incorporation of Paging Network of Michigan,
Inc., as in effect on the date of filing (to be filed by
amendment).
Exhibit T3A-27 Certificate of Incorporation of Paging Network Finance
Corp., as in effect on the date of filing (to be filed by
amendment).
Exhibit T3A-28 Certificate of Incorporation of Paging Network
International, Inc., as in effect on the date of filing (to
be filed by amendment).
Exhibit T3A-29 Certificate of Incorporation of Paging Network of San
Francisco, Inc., as in effect on the date of filing (to be
filed by amendment).
Exhibit T3A-30 Certificate of Formation of Arch Communication Enterprises,
LLC, as in effect on the date of filing (to be filed by
amendment).
Exhibit T3A-31 Certificate of Formation of MobileMedia License Co., L.L.C.,
as in effect on the date of filing (to be filed by
amendment).
Exhibit T3A-32 Form of Articles of Organization of Incorporation of Arch
Connecticut Valley, Inc. to be in effect as of the Effective
Date (to be filed by amendment).
Exhibit T3A-33 Form of Restated Certificate of Formation of Arch
Communication Enterprises, LLC and MobileMedia License Co.,
L.L.C. to be in effect as of the Effective Date (to be filed
by amendment).
Exhibit T3B-1 Bylaws of the Corporation, as in effect on the date of
filing (filed herewith).
Exhibit T3B-2 Form of Amended and Restated Bylaws of the Corporation and
the Guarantors (other than the Parent, Arch Connecticut
Valley, Inc., Arch Communications Enterprises LLC and
MobileMedia License Co., L.L.C.) to be in effect as of the
Effective Date (filed herewith).
Exhibit T3B-3 By-laws of the Parent, as amended and as in effect on the
date of filing (incorporated by reference from the
Registration Statement on Form S-3 (File No. 333-542) of the
Parent).
Exhibit T3B-4 Amended and Restated By-laws of the Parent to be in effect
as of the Effective Date (filed herewith).
Exhibit T3B-5 By-laws of Arch Wireless Communications, Inc., as amended
and in effect on the date of filing (incorporated herein by
reference from the Registration Statement on Form S-1 (File
No, 333-85580) of Arch Communications, Inc.).
Exhibit T3B-6 Amended and Restated By-laws of Arch Wireless
Communications, Inc. to be in effect as of the Effective
Date (to be filed by amendment).
Exhibit T3B-7 By-laws of Paging Network Canadian Holdings, Inc., as in
effect on the date of filing (to be filed by amendment).
Exhibit T3B-8 By-laws of PageNet SMR Sub, Inc., as in effect on the date
of filing (to be filed by amendment).
Exhibit T3B-9 By-laws of ArchTel, Inc., as in effect on the date of filing
(to be filed by amendment).
Exhibit T3B-10 By-laws of Arch Connecticut Valley, Inc., as in effect on
the date of filing (to be filed by amendment).
Exhibit T3B-11 By-laws of Benbow Investments, Inc., as in effect on the
date of filing (to be filed by amendment).
Exhibit T3B-12 By-laws of MobileMedia Communications, Inc., as in effect on
the date of filing (to be filed by amendment).
EXHIBIT DESCRIPTION
------- -----------
Exhibit T3B-13 By-laws of Mobile Communications Corporation of America, as
in effect on the date of filing (to be filed by amendment).
Exhibit T3B-14 By-laws of Paging Network, Inc., as in effect on the date of
filing (to be filed by amendment).
Exhibit T3B-15 By-laws of PageNet, Inc., as in effect on the date of filing
(to be filed by amendment).
Exhibit T3B-16 By-laws of Paging Network of America, Inc., as in effect on
the date of filing (to be filed by amendment).
Exhibit T3B-17 By-laws of Paging Network of Colorado, Inc., as in effect on
the date of filing (to be filed by amendment).
Exhibit T3B-18 By-laws of Paging Network of Northern California, Inc., as
in effect on the date of filing (to be filed by amendment).
Exhibit T3B-19 By-laws of Paging Network of Michigan, Inc., as in effect on
the date of filing (to be filed by amendment).
Exhibit T3B-20 By-laws of Paging Network Finance Corp., as in effect on the
date of filing (to be filed by amendment).
Exhibit T3B-21 By-laws of Paging Network International, Inc., as in effect
on the date of filing (to be filed by amendment).
Exhibit T3B-22 By-laws of Paging Network of San Francisco, Inc., as in
effect on the date of filing (to be filed by amendment).
Exhibit T3B-23 Form of Amended and Restated By-laws of Arch Connecticut
Valley, Inc. to be in effect as of the Effective Date (to be
filed by amendment).
Exhibit T3C Form of Indenture, to be dated as of the Effective Date,
among the Corporation, the Guarantors and The Bank of New
York, as Trustee in the form to be qualified, including an
itemized table of contents showing the articles, sections
and subsections of the Indenture, together with the subject
matter thereof and the pages on which they appear (filed
herewith).
Exhibit T3D Not applicable.
Exhibit T3E Disclosure Statement of Debtors' First Amended Joint Plan of
Reorganization (including the Plan which is attached as
Exhibit A thereto) (filed herewith).
Exhibit T3F A cross reference sheet showing the location in the
Indenture of the provisions therein pursuant to Section 310
through 318(a), inclusive, of the TIA (filed herewith).
Exhibit 25.1 Form T-1 qualifying The Bank of New York, as Trustee under
the Indenture to be qualified (filed herewith).