Exhibit 2
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).
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(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
------------------------------------------
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 Vice President &
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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