EXHIBIT 10.62a
October 8, 1998
Xx. Xxxxxx X. XxXxxxxx
African Continental Telecommunications Ltd.
00/00 Xxxx Xxxx Xxxx
Xxxxxxxxx
Copy By Telecopier: 973/543-2559
Dear Xx. XxXxxxxx:
Reference is made to (i) the Satellite Lease Agreement for the AMSC-1 Satellite
by and among AMSC Subsidiary Corporation ("American Mobile"), American Mobile
Satellite Corporation and African Continental Telecommunications Ltd. ("ACTEL")
dated December 2, 1997 (the "ACTEL Lease Agreement") and (ii) to the Satellite
Purchase Agreement dated December 2, 1997 among TMI Communications and Company,
Limited Partnership and AMSC Subsidiary Corporation and American Mobile
Satellite Corporation (the "TMI Purchase Agreement"). Capitalized terms used
herein without definition shall have the respective meanings set forth in the
ACTEL Lease Agreement.
This letter agreement will confirm our understanding that, contingent upon
receipt by American Mobile of $2,500,000 from TMI, American Mobile will refund
to ACTEL $2,500,000 of the $7,500,000 Initial Payment received from ACTEL. ACTEL
and American Mobile agree that: (1) the ACTEL Lease Agreement will in all cases
be interpreted to account for this repayment; (2) in no event shall American
Mobile be liable to ACTEL for repayment of any further portion of the Initial
Payment, regardless of cause and whether the ACTEL Lease Agreement is terminated
by American Mobile or ACTEL; and (3) no public statements or filings by ACTEL
will assert any liability or cause for repayment.
In addition, American Mobile and ACTEL agree to continue to negotiate in good
faith towards the goal of achieving the following by November 30, 1998: (a)
ACTEL's receipt of a commitment by a strategic investor, reasonably satisfactory
to American Mobile, on terms sufficient to provide a reasonable basis to support
commencement of the Initial Lease Term prior to March 1, 1998; (b) agreement
between American Mobile and ACTEL on any changes to the ACTEL Lease Agreement to
obtain the commitment and commencement of the Initial Lease Term as described in
(a) above; and (c) agreement between American Mobile and TMI on any changes to
the TMI Purchase Agreement which would, in American Mobile's good faith
judgment, be required to implement the changes sought by ACTEL under (b) above.
American Mobile and ACTEL recognize that American Mobile's agreement to continue
negotiations is subject to the receipt by American Mobile of the agreement of
TMI to act pursuant to or to amend the TMI Purchase Agreement in a manner that
would reasonably support such negotiations.
Xx. Xxxxxx X. XxXxxxxx
October 8, 1998
Page Two
All other terms of the ACTEL Lease Agreement shall remain in full force and
effect and unamended (except as set out above), no waivers of any provisions or
existing defaults under the ACTEL Lease Agreement shall be deemed to have been
made, and time shall remain of the essence.
Very truly yours,
/s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Agreed and Accepted this 9th day of October, 1998
AFRICAN CONTINENTAL TELECOMMUNICATIONS LTD.
/s/ Xxxxxx X. XxXxxxxx
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By: Xxxxxx X. XxXxxxxx
Its: President
