EXHIBIT XX
AMENDMENT NO. 2 TO
GUARANTY ISSUANCE AGREEMENT
AMENDMENT, dated as of March 29, 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 collectively with
Xxxxxx and SingTel, 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, AMSC Parent and AMSC Acquisition wish to eliminate the
financial covenants contained in the Guaranty Issuance Agreement and the
Guarantors are willing to accept the elimination of such covenants, subject to
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto hereby agree as follows:
SECTION 1. CONSIDERATION FOR AMENDMENT. As consideration for the
execution of this Amendment, the warrants issued to each of the Guarantors in
connection with the Guaranties will be amended, effective April 1, 1999, to
reflect a change in the exercise price of each of the warrants to $7.50 per
share, subject to adjustment as provided therein. To implement the foregoing,
each of (i) Amendment No. 1 to the New Warrants, in the form annexed hereto as
Exhibit A, and (ii) Amendment No. 3 to the Amended Warrants, in the form annexed
hereto as Exhibit B, have been executed by the parties hereto.
SECTION 2. AMENDMENTS TO SECTION 3 OF THE GUARANTY ISSUANCE AGREEMENT.
Section 3 of the Guaranty Issuance Agreement is hereby amended as follows:
(a) AMENDMENT TO SECTION 3(a). Section 3(a) thereof is amended by
deleting it in its entirety and substituting in lieu thereof the phrase
"[Intentionally omitted]".
(b) AMENDMENT TO SECTION 3(b). Section 3(b) thereof is amended by
deleting the phrase ", Section 3(a)" from Section 3(b)(2).
(c) AMENDMENT TO SECTION 5. Section 5 thereof is amended by deleting
all of the text therein (including the second sentence thereof) after the phrase
"signed by such party" and substituting in lieu thereof a period.
(d) AMENDMENT TO SECTION 6. Section 6 thereof is amended by (i)
deleting the phrase "Sections 3 or 5" in the first sentence thereof and
substituting in lieu thereof the phrase "Section 3", and (ii) deleting the
phrase "except as otherwise specifically provided in Section 5 hereof with
respect to certain waivers by Requisite Guarantors," in the second sentence
thereof.
SECTION 3. 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 4. 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 acknowledges its joint and
several obligation, under Section 4 of the Guaranty Issuance Agreement, to pay,
upon demand, 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 has
incurred or 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 COMPANY, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Senior Vice President
AMERICAN MOBILE SATELLITE CORPORATION
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
XXXXXX ELECTRONICS CORPORATION
By: /s/ Xxxx X. XxXxxxxx
--------------------
Name: Xxxx X. XxXxxxxx
Title: Corporate V.P. & Treasurer
SINGAPORE TELECOMMUNICATIONS, LTD.
By: /s/ Hoh Wing Chee
-----------------
Name: Hoh Wing Chee
Title: CEO (International Network)
BARON CAPITAL PARTNERS, L.P.,
a Delaware limited partnership
By: Baron Capital Management, Inc.,
a General Partner
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer &
Chairman
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