First Amendment to Rights Agreement between National Wireless Holdings, Inc. and Continental Stock Transfer and Trust Company

Summary

National Wireless Holdings, Inc. and Continental Stock Transfer and Trust Company have amended their existing Rights Agreement as of June 2, 2000. The amendment modifies certain sections related to redemption, termination, and the process for further amendments. The changes were authorized by the company's board of directors and certified by company officers. Both parties have agreed to the updated terms, which are now part of the original agreement.

EX-4.(A) 3 ex-4_a.txt EXHIBIT 4(A) Exhibit 4(a) FIRST AMENDMENT TO THE RIGHTS AGREEMENT AND CERTIFICATION OF COMPLIANCE WITH SECTION 27 THEREOF Pursuant to Section 27 of the Rights Agreement (the "Agreement") dated as of December 12, 1996, between National Wireless Holdings, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer and Trust Company (the "Rights Agent"), the Company and the Rights Agent hereby amend the Agreement as of June 2, 2000, as provided below. 1. REDEMPTION AND TERMINATION. Section 23 shall be amended as follows: (a) Current subsection (b) shall be deleted. (b) Current subsections (c) and (d) shall become subsections (b) and (c), respectively. 2. SUPPLEMENTS AND AMENDMENTS. Section 27 shall be amended by deleting the last sentence of such section. The undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by resolution of the board of directors of the Company dated as of June 2, 2000, hereby certifies to the Rights Agent that these amendments are in compliance with the terms of Section 27 of the Agreement. NATIONAL WIRELESS HOLDINGS INC. Attest: By: /s/ Terrence S. Cassidy /s/ James Kardon Name: Terrence S. Cassidy Name: James Kardon Title: President Title: Secretary Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights Agent Attest: By: /s/ Roger Bernhammer /s/ Steven Nelson Name: Roger Bernhammer Name: Steven Nelson Title: Vice President Title: Chairman