Exhibit 1
AMENDMENT NO. 1 TO GUARANTY ISSUANCE AGREEMENT
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 CON STRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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 COMPANY, INC. SINGAPORE 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.,
Name: Xxxxx Xxxxx a general partner
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
