EXHIBIT 10.50a
AMENDED AND RESTATED
DOCUMENT STANDSTILL
AND TERMINATION AGREEMENT
This Amended and Restated Document Standstill and Termination Agreement
(this "Agreement") is made as of October 12, 2001 by and among Motient
Corporation ("Motient"), Motient Services Inc. ("Sub"), Mobile Satellite
Ventures LLC (formerly known as Motient Satellite Ventures LLC)("Newco") and
each of the Investors (the "Investors") listed on Schedule I of the June
Investment Agreement (as defined below).
WHEREAS, Motient, Newco and the Investors entered into an Investment
Agreement, dated June 22, 2000 (the "June Investment Agreement"; which term
shall also be deemed to include the Parent Transfer Letter Agreement (as defined
in the June Investment Agreement) and the Section 2.1 Letter (as defined in the
June Investment Agreement)) whereby the Investors invested in Newco and Motient
and the Investors entered into a First Amended and Restated Limited Liability
Company Agreement of Newco dated June 29, 2000 (the "LLC Agreement");
WHEREAS, the parties hereto entered into the January 2001 Investment
Agreement dated as of January 8, 2001 (the "January Investment Agreement") by
and among Motient, TMI Communications and Company, Limited Partnership ("TMI"),
Newco, the Investors and the other parties named therein to provide for, among
other things, the addition of TMI as a limited partner of Newco;
WHEREAS, in connection with the January Investment Agreement, the parties
hereto entered into a Document Standstill and Termination Agreement dated as of
January 8, 2001 (the "First Document Standstill and Termination Agreement");
WHEREAS, the parties hereto entered into an Amended and Restated Investment
Agreement, dated as of the date hereof (the "October Investment Agreement") by
and among Motient, TMI, Newco, the Investors and the other parties named therein
which amends and restates the January Investment Agreement and provides for,
among other things, the addition of TMI as a limited partner of Newco and the
sale of the Convertible Notes (as defined in the October Investment Agreement);
WHEREAS, the parties hereto desire for the terms of this Agreement to amend
and restate the terms of the First Document Standstill and Termination
Agreement; provided, however, that if the October Investment Agreement is
terminated, the parties hereto desire that this Agreement terminate and further
desire to continue thereafter with the terms and conditions of the First
Document Standstill and Termination Agreement as if this Agreement were never
executed; and
WHEREAS, any capitalized term used but not otherwise defined herein shall
have the meaning ascribed to such term in the October Investment Agreement.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. The parties hereby consent to the execution and delivery of the October
Investment Agreement which amends and restates the January Investment Agreement
and provides for, among other things, the addition of TMI as a limited partner
of Newco and the sale of the Convertible Notes at the First Closing thereunder.
2. Subject to Section 3 below, this Agreement hereby amends and restates the
First Document Standstill and Termination Agreement in its entirety.
3. This Agreement shall terminate upon the termination of the October Investment
Agreement, and all of the terms of the First Document Standstill and Termination
Agreement shall continue in full force and effect (without giving effect to this
Agreement) as if this Agreement were never executed.
4. Subject to and effective upon the occurrence of the consummation of the First
Closing under the October Investment Agreement (a) the June Investment Agreement
shall be deemed terminated, and upon such termination all rights and obligations
of the parties thereunder, other than the rights and obligations under Sections
7.9, 12, 17 and 18, shall terminate and (b) the Newco LP Agreement shall be
deemed to supersede the LLC Agreement.
5. Until the occurrence of the earlier of (a) the consummation of the First
Closing under the October Investment Agreement and (b) the termination of the
October Investment Agreement, the parties shall not exercise any of their
respective rights under the June Investment Agreement (other than those arising
in connection with a breach of the June Investment Agreement by another party
thereto arising prior to the date of this Agreement).
6. Whenever an agreement is said to be terminated or amended pursuant to this
Agreement, this Agreement shall constitute the written consent of the parties to
such agreement to such termination or amendment.
7. This Agreement is being executed and delivered in, and shall be governed by
and construed according to the laws of, the State of New York (but not including
any choice of law rules thereof which would lead to a contrary result). This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and permitted assigns. This Agreement may be
assigned by a party hereto only to a person or entity to whom such party is
concurrently assigning its rights under the October Investment Agreement in
accordance with the terms of the October Investment Agreement. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original and enforceable against the parties actually executing such
counterpart, and all of which, when taken together, shall constitute one
instrument.
[Signatures on Following Pages]
IN WITNESS WHEREOF, the undersigned indicate their agreement to the above
as of the day and year first above written.
MOTIENT CORPORATION
By: /s/Gary M. Parsons
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Gary M. Parsons, Chairman
MOTIENT SERVICES INC.
By: /s/Gary M. Parsons
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Gary M. Parsons, Chairman
MOBILE SATELLITE VENTURES LLC
By: /s/Gary M. Parsons
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Gary M. Parsons, Chairman
TELCOM SATELLITE VENTURES INC.
By: /s/Rahul Prakash
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Rahul Prakash, President
COLUMBIA SPACE (QP), INC.
By: /s/James B. Fleming, Jr.
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James B. Fleming, Jr.
Title: President
COLUMBIA SPACE (AI), INC.
By: /s/James B. Fleming, Jr.
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James B. Fleming, Jr.
Title: President
COLUMBIA SPACE PARTNERS, INC.
By: /s/James B. Fleming, Jr.
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James B. Fleming, Jr.
Title: President
SPECTRUM SPACE EQUITY
INVESTORS IV, INC.
By: /s/Kevin J. Maroni
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Kevin J. Maroni
Title: Chairman and CEO
SPECTRUM SPACE IV PARALLEL, INC.
By: /s/Kevin J. Maroni
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Kevin J. Maroni
Title: Chairman and CEO
SPECTRUM SPACE IV MANAGERS, INC.
By: /s/Kevin J. Maroni
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Kevin J. Maroni
Title: Chairman and CEO