CONFORMED COPY
STOCK SALE
WAIVER UNDER THE
TERM CREDIT AGREEMENT
WAIVER dated as of February 9, 2001 under the Term Credit Agreement
dated as of March 31, 1998 (as heretofore amended, the "Term Credit Agreement")
among MOTIENT CORPORATION (formerly AMERICAN MOBILE SATELLITE CORPORATION) (the
"Borrower"), the BANKS party thereto (the "Banks"), MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Documentation Agent (the "Documentation Agent"), and
TORONTO DOMINION (TEXAS), INC., as Administrative Agent.
W I T N E S S E T H :
WHEREAS, on February 9, 2001 the Borrower sold 1,000,000 shares of
Class A common stock of XM Satellite Radio Holdings Inc. as contemplated by the
Stock Sale Waiver dated as of October 18, 2000 (the "October 2000 Waiver"), for
Net Cash Proceeds (as defined in the Term Credit Agreement) of $16,499,450, and
proposes to retain all (instead of 50%) of the Net Cash Proceeds of such
transaction, and not to apply any portion thereof to prepay loans outstanding
under the Term Credit Agreement; and
WHEREAS, the undersigned Banks and the Shareholder Guarantors are
willing to consent to the foregoing and to modify the terms of the October 2000
Waiver to give effect thereto;
NOW, THEREFORE, the undersigned parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Term Credit
Agreement has the meaning assigned to such term in the Term Credit Agreement.
SECTION 2. Waiver. The undersigned Banks waive compliance with the
provisions of Section 2.04(b)(i) of the Term Credit Agreement to the extent (and
only to the extent) necessary to permit the transaction referred to in the first
recital above, it being understood that all other provisions of the October 2000
Waiver remain in full force and effect with respect to such transaction.
2
SECTION 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties set forth in Article 4 of
the Term Credit Agreement shall be true on and as of the Effective Date and (ii)
no Default shall have occurred and be continuing on such date.
SECTION 4. Governing Law. This Waiver shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Waiver may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Waiver shall become effective as of the
date hereof on the date (the "Effective Date") when the Documentation Agent
shall have received a counterpart hereof from each of the Borrower, Hughes,
SingTel, Baron Capital and the Required Banks signed by such party or a
facsimile or other written confirmation (in form satisfactory to the
Documentation Agent) that such party has signed a counterpart hereof.
SECTION 7. Shareholder Guarantor Consent. The Shareholder Guarantors
consent to the foregoing.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed as of the date first above written.
MOTIENT CORPORATION (formerly
AMERICAN MOBILE SATELLITE CORPORATION)
By:/s/ Randy Segal
---------------------------------
Name: Randy Segal
Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
By:/s/ Lynn Chasin
---------------------------------
Name: Lynn Chasin
Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:/s/ Robert Bottamedi
---------------------------------
Name: Robert Bottamedi
Title: Vice President
BANK OF AMERICA, N.A.
By:
---------------------------------
Name:
Title:
BANCA COMMERCIALE ITALIANA
LOS ANGELES FOREIGN BRANCH
By:
---------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANCA DI ROMA - SAN FRANCISCO
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:/s/ Tracey Navin Ewing
---------------------------------
Name: Tracey Navin Ewing
Title: Vice President
CITICORP USA, INC.
By:/s/ Walt Larsen
---------------------------------
Name: Walt Larsen
Title: Managing Director
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:/s/ Virginia Mahler Cosenza
---------------------------------
Name: Virginia Mahler Cosenza
Title: Vice President
By:/s/ Andreas Neumeier
---------------------------------
Name: Andreas Neumeier
Title: Director
BANK ONE, N.A.
By:/s/ Karen C. Ryan
---------------------------------
Name: Karen C. Ryan
Title: Vice President
SANPAOLO IMI S.P.A.
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
HUGHES ELECTRONICS CORPORATION
By:/s/ David J. Mitchell
---------------------------------
Name: David J. Mitchell
Title: Assistant Treasurer
SINGAPORE TELECOMMUNICATIONS LTD.
By:/s/ Tay Chek Khoon
---------------------------------
Name: Tay Chek Khoon
Title: Vice Presidents
BARON CAPITAL PARTNERS, L.P., a
Delaware limited partnership
By: BARON CAPITAL MANAGEMENT, INC.,
a general partner
By:/s/ Linda S. Martinson
---------------------------------
Name: Linda S. Martinson
Title: Vice President &
General Counsel