EXHIBIT XVIII
AMENDMENT, dated as of January 15, 1999 (this "Amendment"), by and
among XXXXXX ELECTRONICS CORPORATION, a Delaware corporation ("Xxxxxx"),
SINGAPORE TELECOMMUNICATIONS LTD., a Singapore corporation ("SingTel"), BARON
CAPITAL PARTNERS, L.P., a Delaware limited partnership ("Baron; and Xxxxxx,
SingTel and Baron, collectively, the Guarantors"), AMERICAN MOBILE SATELLITE
CORPORATION, a Delaware corporation ("AMSC Parent"), and AMSC ACQUISITION
COMPANY, INC., a Delaware corporation and a wholly-owned subsidiary of AMSC
Parent ("AMSC Acquisition"), to the Guaranty Issuance Agreement dated as of
March 31, 1998 (said Agreement, as the same may be amended, supplemented or
otherwise modified from time to time, being the "Guaranty Issuance Agreement,"
and the terms defined therein being used herein as therein defined unless
otherwise defined herein) by and among each of the Guarantors, AMSC Parent and
AMSC Acquisition.
W I T N E S S E T H:
WHEREAS, each of the Guarantors, AMSC Parent and AMSC Acquisition wish
to clarify the application of Section 13 of the Guaranty Issuance Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT TO THE GUARANTY ISSUANCE AGREEMENT. The Guaranty
Issuance Agreement is, subject to Section 2 hereof, hereby amended as follows:
Section 13 thereof is amended by inserting at the end of the first
sentence thereof the following:
"; Provided that if such payment results from a drawing under a "Baron
Capital Letter of Credit" (as such term is defined in each of the
Credit Agreements) as contemplated by the last sentence of Section 1(e)
of either Guaranty by Baron during the 90 day period preceding the
expiry thereof, AMSC Acquisition and AMSC Parent shall have no such
reimbursement obligation and Baron shall become a holder of notes and
assignee of the rights and obligations of the Lenders in respect of
Tranche C Loans as contemplated by such Section 1(e) of such Guaranty
by Baron."
SECTION 2. EFFECTIVENESS. This Amendment shall become effective as of
the date first set forth above upon the execution of a counterpart hereof by
each of the Guarantors, AMSC Parent and AMSC Acquisition.
SECTION 3. MISCELLANEOUS.
(a) Upon the effectiveness of this Amendment, each reference in the
Guaranty Issuance Agreement to "this Agreement," "hereunder," "herein," or words
of like import shall mean and be a reference to the Guaranty Issuance Agreement
as amended hereby.
(b) Except as specifically amended or waived hereby, the Guaranty
Issuance Agreement shall remain in full force and effect and is hereby ratified
and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power, or remedy which AMSC Parent, AMSC Acquisition or any Guarantor hereto may
have under the Guaranty Issuance Agreement.
(d) This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered, shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.
(e) Each of AMSC Parent and AMSC Acquisition jointly and severally
agrees that it will, upon demand, pay to each Guarantor the amount of any and
all reasonable expenses, including, without limitation, the reasonable fees and
expenses of such Guarantor's counsel and of any experts and agents, which such
Guarantor may incur in connection with the negotiation, preparation or
administration of this Amendment.
(f) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
AMSC ACQUISITION SINGAPORE
COMPANY, INC. TELECOMMUNICATIONS, LTD.
By: /s/ Xxxxx Xxxxx By: /s/ Ho Siaw Hong
--------------- ----------------
Name: Xxxxx Xxxxx Name: Ho Siaw Hong
Title: Vice President Title: Assistant Vice President
(Satellite Services)
AMERICAN MOBILE SATELLITE BARON CAPITAL PARTNERS, L.P.,
CORPORATION a Delaware limited partnership
By: /s/ Xxxxx Xxxxx By: Baron Capital Management, Inc.,
--------------- a general partner
Name: Xxxxx Xxxxx
Title: Vice President By: /s/ Xxxxx Xxxxxx
----------------
Name: Xxxxx Xxxxxx
Title: Chief Operating Officer
XXXXXX ELECTRONICS
CORPORATION
By: /s/ Xxxx X. XxXxxxxx
--------------------
Name: Xxxx X. XxXxxxxx
Title: Corporate Vice President & Treasurer
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