EXHIBIT 10.54c
Motient Corporation
10802 Parkridge Blvd.
Reston, Virginia 20191-5416
October 12, 2001
Rare Medium Group, Inc.
28 West 23rd Street
New York, New York 10010
Attention: General Counsel
RE: Note Purchase Agreement
Ladies and Gentlemen:
Reference is hereby made to the Note Purchase Agreement between Motient
Corporation (the "Company") and Rare Medium Group, Inc. (the "Purchaser"), dated
as of April 2, 2001, as amended by letter agreements, dated October 1, 2001 and
October 8, 2001, pursuant to which the Maturity Date was extended as provided
therein (as so amended, the "Note Purchase Agreement"). All capitalized terms
used but not otherwise defined herein shall have the meanings set forth in the
Note Purchase Agreement.
The Purchaser and the Company hereby agree that (a) effective upon the
Purchaser's acceptance of this agreement by signing this agreement in the space
provided below, the Company is repaying its obligations in respect of (i)
$14,058,055.56 of the principal of the Tranche A Note and $1,631,944.44 of
accrued interest on the Tranche A Note through the delivery to the Purchaser of
three million (3,000,000) XM Shares in accordance with the Note Purchase
Agreement and (ii) $9,704,791.67 of the principal of the Tranche B Note and
$755,208.33 of accrued interest on the Tranche B Note through the delivery to
the Company of two million (2,000,000) XM Shares in accordance with the
provisions of the Note Purchase Agreement and (b) effective with the repayments
referred to above, the Maturity Date for the $10,941,944.44 balance of the
principal of the Tranche A Note (and interest that accrues thereon) and for the
$15,295,208.33 balance of the principal of the Tranche B Note (and interest that
accrues thereon) is being extended to the earlier of (1) 60 days from the date
hereof and (2) the date on which the Company or any of its subsidiaries sells or
otherwise transfers after the date hereof any of its interest in MSV (as defined
below) or sells or otherwise transfers after the date hereof in excess of one
million (1,000,000) XM Shares (cumulatively in one or more transactions), it
being understood that the transfer of 5,000,000 XM Shares to the Purchaser
pursuant to this agreement shall not be deemed a sale or transfer for purposes
of clause (2) (the earlier to occur of (1) or (2) being hereinafter referred to
as the "Trigger Date"). Simultaneously with the delivery of this agreement, the
Company is delivering to the Purchaser and XM the letter attached hereto as
Annex A directing the conversion and reissuance of the 5,000,000 XM Shares in
the name of the Purchaser and otherwise causing simultaneously with the
repayment a certificate representing the appropriate number of shares to be
issued in the name of, and delivered to, the Purchaser. In addition, in
consideration for the extension of the Maturity Date being granted hereby, the
Company shall use its best efforts to obtain all necessary consents and
approvals to allow the Company to grant to the Purchaser a security interest in
the assets securing the Company's obligations to its bank lenders and
guarantors, including, without limitation, the Company's ownership interests in
XM, Motient Holdings, Inc. and Mobile Satellite Ventures LLC or any successor
thereto (Mobile Satellite Ventures LLC and such successors collectively, "MSV").
Such security interest shall be junior in priority to the existing security
interests of the Company's bank lenders and guarantors and senior to any other
lenders or creditors of the Company. The terms of such security interest shall
be substantially similar to the agreements pursuant to which the security
interests were granted to the Company's bank lenders and guarantors, except that
the terms defining the Purchaser's rights while the holder of a junior in
priority security interest as described above shall be on terms satisfactory to
the Purchaser. In the event such consents and approvals are obtained, the
security interests contemplated by the immediately preceding sentence are
granted and the Purchaser receives appropriate certificates and opinions
confirming the foregoing on or prior to the Trigger Date, the Maturity Date
shall be extended to the date which is 365 days from the date hereof. The
extension of the Maturity Date contemplated by the immediately preceding
sentence shall be effective immediately following the satisfaction of the
conditions referred to therein. Thereafter, upon the request of the Company, the
Purchaser shall confirm such extension in writing. The Company's obligations
under the Note Purchase Agreement shall otherwise remain in effect as provided
therein, except to the extent provided below with respect to the transfer of
registration rights.
In addition, the Company hereby transfers to the Purchaser one of its
"Demand Registration" rights under Section 2.1(f) of the XM Registration
Agreement and all rights associated with such Demand Registration right,
including those rights set forth in the last two sentences of Section 2.1(f) of
the XM Registration Agreement. Such Demand Registration right shall also be
subject to the limitations set forth in the XM Registration Agreement. The
Company agrees to promptly notify XM that such transfer has occurred and upon
request of the Purchaser the Company will execute such further documents and
instruments reasonably necessary to vest such rights in the Purchaser. The
Company represents and warrants to the Purchaser that the Company has not
transferred to any other transferee the right to initiate any Demand
Registration (as defined in the XM Registration Agreement). The Purchaser agrees
that it will not exercise the Demand Registration right transferred pursuant to
this agreement prior to December 31, 2001 without prior written consent of the
Company.
The parties acknowledge and agree that the Purchaser's new mailing address
for notices shall be as set forth above and its new number for facsimile
transmissions shall be (646) 638-9716.
This agreement may be executed and delivered in two or more counterparts,
and by the different Parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
This agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware without regard to any principles of conflicts of
law.
Please acknowledge your understanding of and agreement with the foregoing
by signing this agreement in the space provided below.
Sincerely,
MOTIENT CORPORATION
By:/s/Walter V. Purnell, Jr.
----------------------------
Name: Walter V. Purnell, Jr.
Title: President and
Chief Executive Officer
AGREED TO AND ACCEPTED
This 12th day of October, 2001
RARE MEDIUM GROUP, INC.
By:/s/Glenn Meyers
- ------------------
Name: Glenn Meyers
Title: Chairman and
Chief Executive Officer