Exhibit 5
March 22, 1999
Xx. Xxxxx X. Xxxxxxxx
Xxxxxx Electronics Corporation
000 Xxxxx Xxxxxxxxx Xxxxxxxxx
P. O. Box 956
MSA 000
Xx Xxxxxxx, XX 00000-0000
Dear Xxxxx:
Reference is made to the Amended and Restated Registration Rights Agreement
dated as of March 31, 1998 (the "Registration Rights Agreement") among American
Mobile Satellite Corporation ("American Mobile"), Xxxxxx Electronics Corporation
("Xxxxxx"), Singapore Telecommunications Ltd. ("SingTel") and Baron Capital
Partners, L.P. (collectively, the "Guarantors"). Capitalized terms used herein
without definition shall have the respective meanings set forth in the
Registration Rights Agreement.
In consideration of Xxxxxx' agreement with American Mobile not to exercise its
rights to "piggyback" on the Registration Statement on Form S-3 anticipated to
become effective March 31, 1999, American Mobile agrees with Xxxxxx to amend the
Registration Rights Agreement as follows:
1. To extend the expiration date for exercise of the demand registration
rights in Section 2.1(a) by two years, i.e. from March 31, 2005 to
March 31, 2007.
2. To clarify and confirm that the rights provided in the Registration
Rights Agreement are assignable by the Guarantors provided such
assignee agrees to become a party to the Registration Rights
Agreement.
3. To provide for one additional Demand Registration that may be
exercised only by Xxxxxx or its assignee. This additional Demand
Registration Right may be exercised only after the two Demand
Registration Rights presently contemplated under the Registration
Rights Agreement has been exercised or if the Guarantors other than
Xxxxxx (or assignees thereof) no longer own any Registrable
Securities. If this additional demand registration right is exercised,
the Guarantors other than Xxxxxx (or assignees thereof) will have
piggyback registration rights for any
NY2:\400180\01\8KS401!.DOC\53356.0056
Registrable Securities they own in accordance with Section 2.2 of the
Registration Rights Agreement.
Very truly yours,
AMERICAN MOBILE SATELLITE CORPORATION
/s/ Xxxxx X. Xxxxx
------------------------------------------
By: Xxxxx X. Xxxxx
Title: Senior Vice President
Acknowledged and Agreed as of this 22nd day of March, 1999
SINGAPORE TELECOMMUNICATIONS, LTD.
/s/ Hong Wing Chee
------------------------------------------
By: Hoh Wing Chee
Title: CEO (International Network)
BARON CAPITAL PARTNERS, L.P.
By: Baron Capital Management, Inc.,
a General Partner
/s/ Xxxxx Xxxxxx
------------------------------------------
By: Xxxxx Xxxxxx
Title: Senior Vice President and
Chief Operating Officer
