METROCALL INC
FIRST AMENDMENT TO FIFTH AMENDED LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>ex10-4.txt
<DESCRIPTION>FIRST AMENDMENT TO FIFTH AMENDED LOAN AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.4



                                 FIRST AMENDMENT
                                       TO
                   FIFTH AMENDED AND RESTATED LOAN AGREEMENT


       THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made as of this 30th day of June, 2000 by and among Metrocall,
Inc., a Delaware corporation (the "Borrower"), the Lenders (as defined in the
Loan Agreement defined below) signatory hereto and Toronto Dominion (Texas),
Inc. (the "Administrative Agent" and collectively with the Documentation Agent
and the Co-Documentation Agent (each as defined in the Loan Agreement defined
below), the "Agents"), as administrative agent for the Lenders.

                              W I T N E S S E T H:

       WHEREAS, the Borrower, the Lenders and the Agents are all parties to that
certain Fifth Amended and Restated Loan Agreement dated as of March 17, 2000
(the "Loan Agreement"); and

       WHEREAS, the Borrower has requested, and the Administrative Agent and the
Lenders have agreed, that, subject to the terms hereof, certain provisions of
the Loan Agreement be amended pursuant to this Amendment as more specifically
described below;

       NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties hereto agree that
all capitalized terms used herein which are not otherwise defined herein shall
have the meanings ascribed thereto in the Loan Agreement, and further agree as
follows:

       1.     Amendment to Article 1, Definitions. Article 1 of the Loan
Agreement, Definitions, is hereby amended by deleting the definition of
"Interest Expense" in its entirety and by substituting the following definition
in lieu thereof:

              "'Interest Expense' shall mean, for any period, all interest
       accrued (including imputed interest with respect to Capitalized Lease
       Obligations) with respect to any Indebtedness for Money Borrowed of the
       Borrower and the Restricted Subsidiaries on a consolidated basis during
       such period pursuant to the terms of such Indebtedness for Money
       Borrowed, together with all fees paid in respect of such Indebtedness for
       Money Borrowed during such period (but specifically excluding fees paid
       during previous periods but amortized during such period in accordance
       with GAAP), and all cash dividend payments made in respect of any
       preferred stock or convertible preferred securities of the


<PAGE>   2

       Borrower during such period all as calculated in accordance with GAAP
       (except as specifically provided herein)."

       2.     Amendment to Section 7.12, Operating Cash Flow to Net Cash
Interest Expense Ratio. Section 7.12 of the Loan Agreement, Operating Cash Flow
to Net Cash Interest Expense Ratio, is hereby amended by deleting the table
contained therein and by substituting the following table in lieu thereof:

<TABLE>
<CAPTION>
                          "Period                                   Ratio
                          -------                                   -----
              <S>                                               <C>
              April 1, 2000 through September 30, 2000          1.50 to 1.00

              October 1, 2000 through December 31, 2000         1.75 to 1.00

              January 1, 2001 through December 31, 20001        2.00 to 1.00

              January 1, 2002 and thereafter                    2.25 to 1.00"
</TABLE>

       3.     Strict Compliance. Except for the amendments set forth above, the
text of the Loan Agreement shall remain unchanged and in full force and effect.
The amendments agreed to herein shall not constitute a modification of the Loan
Agreement or a course of dealing with the Agents and the Lenders, or any of
them, at variance with the Loan Agreement such as to require further notice by
the Administrative Agent, the Lenders, the Majority Lenders, or any of them, to
require strict compliance with the terms of the Loan Agreement, as amended by
this Amendment, in the future.

       4.     Representations and Warranties. The Borrower hereby represents and
warrants to and in favor of the Administrative Agent and the Lenders as follows:

              (a)    Each representation and warranty set forth in Article 4 of
the Loan Agreement, as amended hereby, is hereby restated and affirmed as true
and correct in all material respects as of the date hereof, except to the extent
previously fulfilled in accordance with the terms of the Loan Agreement, as
amended hereby, and to the extent relating specifically to the Agreement Date or
otherwise inapplicable;

              (b)    The Borrower has the corporate power and authority (i) to
enter into this Amendment and (ii) to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;

              (c)    This Amendment has been duly authorized, validly executed
and delivered by one or more Authorized Signatories of the Borrower, and each of
this Amendment and the Loan Agreement as amended hereby constitutes the legal,
valid and binding obligations of the Borrower, enforceable against the Borrower
in accordance with its terms, subject, as to enforcement of remedies, to the
following qualifications: (i) an order of specific performance and


                                       -2-
<PAGE>   3

an injunction are discretionary remedies and, in particular, may not be
available where damages are considered an adequate remedy at law and (ii)
enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws affecting enforcement of
creditors' rights generally (insofar as any such law relates to the bankruptcy,
insolvency or similar event of the Borrower); and

              (d)    The execution and delivery of this Amendment and
performance by the Borrower under the Loan Agreement, as amended hereby, does
not and will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over the Borrower which has
not already been obtained, nor be in contravention of or in conflict with the
Certificate of Incorporation or By-Laws of the Borrower, or any provision of any
statute, judgment, order, indenture, instrument, agreement, or undertaking, to
which the Borrower is party or by which the Borrower's assets or properties are
bound.

       5.     Conditions Precedent to Effectiveness of this Amendment. The
effectiveness of this Amendment is subject to:

              (a)    all of the representations and warranties of the Borrower
under Section 4 hereof which are made as of the date hereof, being true and
correct in all material respects; and

              (b)    receipt of any other documents or instruments that the
Administrative Agent, the Lenders, or any of them, may reasonably request,
certified by an officer of the Borrower if so requested.

       6.     Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.

       7.     Law of Contract. This Amendment shall be deemed to be made
pursuant to the laws of the State of New York and shall be construed,
interpreted, performed and enforced in accordance therewith.

       8.     Loan Document. This Amendment shall constitute a Loan Document.

       9.     Effective Date. Upon satisfaction of the conditions precedent
referred to in Section 5 above, this Amendment shall be effective as of June 30,
2000.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       -3-
<PAGE>   4

       IN WITNESS WHEREOF, the parties hereto have caused their respective duly
authorized officers or representatives to execute and deliver this Amendment all
as of the day and year first above written.

BORROWER:                           METROCALL, INC., a Delaware corporation


                                    By: s/ Vincent D. Kelly
                                       -----------------------------------------
                                       Name: Vincent D. Kelly
                                            ------------------------------------
                                       Title: CFO
                                             -----------------------------------
<PAGE>   5


ADMINISTRATIVE AGENT
AND LENDERS:                        TORONTO DOMINION (TEXAS), INC., as
                                    Administrative Agent and a Lender


                                    By:  /s/ JEFFREY R. LENTS
                                       -----------------------------------------
                                       Name: Jeffrey R. Lents
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------
<PAGE>   6
                                    BANK OF AMERICA, N.A, as a Lender


                                    By: /s/ JENNIFER ZYDNEY
                                       -----------------------------------------
                                       Name:  Jennifer Zydney
                                            ------------------------------------
                                       Title: Managing Director
                                             -----------------------------------

<PAGE>   7
                                    FIRST UNION NATIONAL BANK, as a Lender


                                    By: /s/ MARK L. COOK
                                       -----------------------------------------
                                       Name:  Mark L. Cook
                                            ------------------------------------
                                       Title: Senior Vice President
                                             -----------------------------------

<PAGE>   8
                                    FLEET NATIONAL BANK, as a Lender


                                    By:  /s/ ELLERY WILLARD
                                       -----------------------------------------
                                       Name:  Ellery (Tim) Willard
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------

<PAGE>   9
                                    COMMERCIAL LOAN FUNDING TRUST I, as a Lender
                                    By: Lehman Commercial Paper, Inc., not in
                                    its individual capacity but solely as
                                    administrative agent


                                    By:  /s/ MICHELLE SWANSON
                                       -----------------------------------------
                                       Name:  Michelle Swanson
                                            ------------------------------------
                                       Title: Authorized Signatory
                                             -----------------------------------
<PAGE>   10
                                    KZH CNC LLC, as a Lender


                                    By:  /s/ PETER CHIN
                                       -----------------------------------------
                                       Name:  Peter Chin
                                            ------------------------------------
                                       Title: Authorized Agent
                                             -----------------------------------

<PAGE>   11
                                    MORGAN STANLEY SENIOR FUNDING, INC., as a
                                    Lender


                                    By:  /s/ T. MORGAN EDWARDS II
                                       -----------------------------------------
                                       Name:  T. Morgan Edwards II
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------

<PAGE>   12
                                    PNC BANK, NATIONAL ASSOCIATION, as a Lender


                                    By:  /s/ KEITH R. WHITE
                                       -----------------------------------------
                                       Name:  Keith R. White
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------
</TEXT>
</DOCUMENT>
