Exhibit 10.32c
April 2, 2001
Xxxxxx Electronics Corporation
000 X. Xxxxxxxxx Xxxxxxxxx
Xx Xxxxxxx, XX 00000-0000
Singapore Telecommunications Ltd.
00 Xxxxxx Xxxx
#00-00 Xxxxxxxxx
Xxxxxxxxx 000000
Republic of Singapore
Baron Capital Partners, L.P.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Re: April 2, 2001 Note Issuance Waiver Under the Term Credit Agreement and
Revolving Credit Agreement (the "April 2, 2001 Waivers")
Ladies and Gentlemen:
In consideration of the April 2, 2001 Waivers, Motient agrees for the benefit of
the Guarantors that: 1) in the case of Xxxxxx Electronics Corporation ("Xxxxxx")
and Baron Capital Partners, LP ("Baron"), all Warrants issued to each of them as
Guarantors under the above-referenced Credit Agreements will be repriced to the
closing price of Motient stock as of Friday, March 30, 2001 (i.e. $1.31); and 2)
in the case of Singapore Telecommunications Ltd., a new Warrant with respect to
300,000 shares on the same terms as the repriced Xxxxxx and Xxxxx Warrants.
MOTIENT CORPORATION
By: /s/Xxxxx X. Xxxxx
-----------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
