AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is entered into as of January 8, 2001 by and between Motient
Corporation, a Delaware corporation (the "Company") and each stockholder
signatory hereto (the "Stockholders").
WHEREAS, the parties entered into a Registration Rights
Agreement on June 29, 2000 (the "Registration Rights Agreement"), pursuant to
which Company granted certain registration rights to the Stockholders with
respect to the shares of Common Stock that may be acquired by the Stockholders
pursuant to the Investment Agreement dated June 29, 2000 among the Company,
Mobile Satellite Ventures LLC (formerly Motient Satellite Ventures LLC)("Newco")
and the Stockholders.
WHEREAS, the parties desire to amend the Registration Rights
Agreement as more fully described herein to reflect the January 2001 Investment
Agreement dated as January 8, 2001 among the Company, Newco, the Stockholders
and the other parties named therein (the "January Investment Agreement").
NOW THEREFORE in consideration of the mutual covenants and
agreements set forth below, the parties, intending to be legally bound, hereby
amend the Registration Rights Agreement as follows:
1. Amendments to Registration Rights Agreement. The
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Registration Rights Agreement is hereby amended as follows:
(a) The first two paragraphs of the Terms and Conditions
section of the Registration Rights Agreement is hereby deleted in its entirety
and replaced with the following:
The Investors have agreed to invest in, and provide
financing for Mobile Satellite Ventures LLC, a Delaware
limited liability company ("Newco"), and the Company and Newco
have agreed to issue, sell and grant to the Investors, certain
securities and options pursuant to the January 2001 Investment
Agreement, dated as of January 8, 2001, by and among the
Company, Newco, the Investors and the other parties named
therein (the "Investment Agreement");
The Parties desire herein to provide certain
registration rights to the Stockholders with respect to the
shares of Common Stock that may be acquired by the
Stockholders pursuant to the effectuation of the Parent
Conversions (as defined in the Investment Agreement).
(b) The definition of "Registrable Securities" in Section 1 of
the Registration Rights Agreement is hereby deleted in its entirety and replaced
with the following:
"Registrable Securities." Any shares of Common Stock
of the Company held by the Stockholders, and any shares of
Common Stock that such Stockholder has the right to acquire,
or does acquire, in connection with a Parent Conversion (or
their transferees) pursuant to the Investment Agreement,
including any shares of Common Stock issued or issuable with
respect to such shares by reason of a stock dividend or stock
split or in connection with a combination of shares,
recapitalization, merger, consolidation or other
reorganization; provided, that a Registrable Security ceases
to be a Registrable Security when (i) it has been registered
and sold under the Securities Act, (ii) it is sold or
transferred in accordance with the requirements of Rule 144
(or similar provisions then in effect) promulgated by the SEC
under the Securities Act ("Rule 144"), or (iii) it is eligible
to be sold or transferred under Rule 144 without holding
period or volume limitations.
2. Miscellaneous. Capitalized terms used herein and not
defined herein shall have the meaning ascribed to them in the Registration
Rights Agreement. All other terms and provisions of the Registration Rights
Agreement shall continue in full force and effect and unchanged and are hereby
confirmed in all respects. This Amendment shall terminate upon the termination
of the January Investment Agreement and all of the terms of the Registration
Rights Agreement shall continue in full force and effect (without giving effect
to this Amendment). This Amendment may be executed in any number of counterparts
which, taken together, shall constitute a single, binding instrument. This
Amendment shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, without regard to its principles of conflicts of law
that would give effect to the application of the law of another jurisdiction.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment, or have caused this Amendment to be duly executed on their behalf, as
of the day and year first above written.
COMPANY:
MOTIENT CORPORATION
By:/s/Randy S. Segal
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Randy S. Segal, Senior Vice President
STOCKHOLDERS:
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TELCOM SATELLITE VENTURES INC.
By:/s/ Hal B. Perkins
-------------------------------------
Name: Hal B. Perkins
Title: Vice President
COLUMBIA SPACE (QP), INC.
By: /s/ Donald A. Doering
-------------------------------------
Name: Donald A. Doering
Title: CFO
COLUMBIA SPACE (AI), INC.
By: /s/ Donald A. Doering
------------------------------------
Name: Donald A. Doering
Title: CFO
COLUMBIA SPACE PARTNERS, INC.
By: /s/ Donald A. Doering
------------------------------------
Name: Donald A. Doering
Title: CFO
SPECTRUM SPACE EQUITY
INVESTORS IV, INC.
By: /s/ Kevin J. Maroni
------------------------------------
Name: Kevin J. Maroni
Title: Chairman and CEO
SPECTRUM SPACE IV PARALLEL, INC.
By: /s/ Kevin J. Maroni
------------------------------------
Name: Kevin J. Maroni
Title: Chairman and CEO
SPECTRUM SPACE IV MANAGERS, INC.
By: /s/ Kevin J. Maroni
------------------------------------
Name: Kevin J. Maroni
Title: Chairman and CEO