1
EXHIBIT 10.34c
CONFORMED COPY
AMENDMENT NO. 2
AND WAIVER OF
TERM CREDIT AGREEMENT
AND AMENDMENT NO. 1 OF TERM LOAN SECURITY
AND PLEDGE AGREEMENT
AMENDMENT AND WAIVER dated as of November 15, 1999 of the $100,000,000 Term
Credit Agreement dated as of March 31, 1998 (as heretofore amended, the "TERM
CREDIT AGREEMENT") among AMERICAN MOBILE SATELLITE CORPORATION (the "BORROWER"),
the BANKS party thereto (the "BANKS"), XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Documentation Agent (the "DOCUMENTATION AGENT"), and TORONTO DOMINION
(TEXAS), INC., as Administrative Agent (the "ADMINISTRATIVE AGENT"), and
AMENDMENT dated as of November 15, 1999 of the Term Loan Security and Pledge
Agreement dated as of March 31, 1998 (the "TERM SECURITY AGREEMENT") between the
Borrower and the Administrative Agent (such Amendment and Waiver and such
Amendment, collectively, the "AMENDMENT").
The undersigned parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Term Credit Agreement or
the Term Security Agreement has the meaning assigned to such term in the Term
Credit Agreement or the Term Security Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Term Credit Agreement or the Term Security Agreement shall, after this Amendment
becomes effective, refer to the Term Credit Agreement or the Term Security
Agreement as amended hereby.
SECTION 2. Mandatory Prepayments. Section 2.04(b)(i) of the Term Credit
Agreement is amended by adding the following immediately before the expression
"; and":
, provided that with respect to Reduction Events described in clause (ii)
of the definition thereof, if the prepayment that would otherwise be
required to be prepaid in respect of any such Reduction Event is less than
or exceeds an
2
integral multiple of $1,000,000, the prepayment in respect of such lesser
amount or such excess shall be deferred until the aggregate amount of
deferred prepayments equals or exceeds $1,000,000
SECTION 3. Exceptions to Requirement to Preserve Corporate Existence.
Section 5.04 of the Term Credit Agreement is amended by inserting prior to the
colon in the second line thereof the parenthetical phrase "(except as otherwise
permitted pursuant to Section 5.18(j) or (k)".
SECTION 4. Waiver of Section 2.04(b)(i) of the Term Credit Agreement. The
Banks hereby waive compliance with Section 2.04(b)(i) of the Term Credit
Agreement as in effect prior to the Amendment Effective Date, so long as the
Borrower has at all times been in compliance with Section 2.04(b)(i) of the Term
Credit Agreement as in effect on the Amendment Effective Date.
SECTION 5. Amendment of Term Security Agreement. Section 13(a) of the Term
Security Agreement is amended to add the following at the end thereof:
In addition, upon the liquidation, merger, consolidation, combination or
transfer of all of the assets of any Subsidiary permitted pursuant to
Section 5.18(j) or (k) of the Credit Agreement with the result that such
Subsidiary ceases to exist, the security interest in the capital stock of
such Subsidiary shall automatically terminate, and all rights thereto shall
revert to such Person as may legally be entitled thereto.
SECTION 6. Representations of Borrower. The Borrower represents and
warrants that, after giving effect to this Amendment, (i) the representations
and warranties set forth in Article 4 of the Term Credit Agreement shall be true
on and as of the Amendment Effective Date and (ii) no Default shall have
occurred and be continuing on such date.
SECTION 7. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 9. Effectiveness. This Amendment shall become effective as of the
date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the Documentation
Agent shall have received a counterpart hereof from each of the Borrower,
Xxxxxx,
2
3
SingTel, Baron Capital, the Administrative Agent and the Required Banks signed
by such party or a facsimile or other written confirmation (in form satisfactory
to the Documentation Agent) that such party has signed a counterpart hereof.
SECTION 10. Shareholder Guarantor Consent. The Shareholder Guarantors
consent to the foregoing.
3
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
AMERICAN MOBILE SATELLITE
CORPORATION
By: /s/ XXXXXXX X. XXXXXXXXXX
---------------------------------------
Title: Vice President and Treasurer
TORONTO DOMINION (TEXAS), INC., as
Administrative Agent and Bank
By: /s/ XXXXXX XXXXXX
---------------------------------------
Title: President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ XXXXXX XXXXXXXXX
---------------------------------------
Title: Vice President
BANK OF AMERICA, N.A.
By:
---------------------------------------
Title:
5
BANCA COMMERCIALE ITALIANA LOS
ANGELES FOREIGN BRANCH
By: /s/ X. XXXXXXXXX
--------------------------------------
Title: Vice President
By: /s/ X. XXXXXXX
--------------------------------------
Title: FVP/Deputy Manager
BANCA DI ROMA-SAN FRANCISCO
By: /s/ XXXX XXXXXXX
--------------------------------------
Title: Assistant Vice President
By: /s/ FRANCESCO BAROLO
--------------------------------------
Title: Senior Vice President & Manager
THE CHASE MANHATTAN BANK
By: /s/ XXXXXX XXXXX XXXXX
--------------------------------------
Title: Vice President
CITICORP USA, INC.
By: /s/ XXXXXX X. XXXXXX
--------------------------------------
Title: Managing Director
6
DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /s/ XXXX XXXXXXXX
------------------------------------
Title: Vice President
By: /s/ XXXXXXX XXXXXXXX
------------------------------------
Title: Vice President
BANK ONE, N.A.
By: /s/ XXXXXXXXX X. XXXX
------------------------------------
Title: Commercial Banking Officer
SANPAOLO IMI S.P.A.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
7
Consented to by:
XXXXXX ELECTRONICS CORPORATION,
as Guarantor and agent for the
Shareholder Guarantors
By: /s/ XXXX X. XxXXXXXX
------------------------------------
Title: Corporate Vice President
& Treasurer
SINGAPORE TELECOMMUNICATIONS LTD.
By: /s/ HOH WING CHEE
------------------------------------
Title: Vice President
BARON CAPITAL PARTNERS, L.P.,
a Delaware limited partnership
By: BARON CAPITAL MANAGEMENT, INC.,
a general partner
By: /s/ XXXXX XXXXXX
------------------------------------
Title: Senior Vice President & COO
