EXHIBIT 10.33a
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of May 10, 1999 (this "Amendment"), by and among
American Mobile Satellite Corporation, a Delaware corporation (the "Company"),
Hughes Electronics Corporation ("Hughes"), Singapore Telecommunications Ltd.
("Singapore Telecom"), and Baron Capital Partners, L.P. ("Baron," and
collectively with Hughes and Singapore Telecom, the "Guarantors"), to the
Amended and Restated Registration Rights 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 "Registration Rights Agreement," and the terms
defined therein being used herein as therein defined unless otherwise defined
herein), by and among the Company and the Guarantors.
WITNESSETH:
WHEREAS, the Guarantors have certain piggyback registration rights under
the Registration Rights Agreement; and
WHEREAS, the Company filed a registration statement on Form S-3 with the
Securities and Exchange Commission (the "SEC") on January 29, 1999 in connection
with an offering of its common stock (the "Offering"), which registration
statement was declared effective by the SEC on March 31, 1999; and
WHEREAS, Hughes declined to exercise its piggyback rights under the
Registration Rights Agreement with respect to the Offering.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto hereby agree as follows:
Section 1. Consideration for Amendment. The Company has agreed to this
Amendment in consideration for Hughes's election not to exercise its piggyback
rights under the Registration Rights Agreement with respect to the Offering.
Section 2. Extension of Period for Demand Registration in Section 2.1(a).
Section 2.1(a) of the Registration Rights Agreement is hereby amended so that
each and every reference therein to "March 31, 2005" is replaced with "March 31,
2007."
Section 3. Additional Demand Registration for Hughes. Subject to the terms
and conditions contained herein, Hughes may, at any time prior to March 31,
2007, make a written request of the Company for a Demand Registration with
respect to its Registrable Securities (the "Hughes Demand Registration"), which
request shall be in addition to the two Demand Registrations provided for in
Section 2.1 of the Registration Rights Agreement (the "Guarantor Group Demand
Registrations"). The Hughes Demand Registration may not be exercised by Hughes
(or its permitted assignee) until the earlier of (i) both of the Guarantor Group
Demand Registrations having been exercised and completed in accordance with the
terms of Section 2.1, and (ii) such time as when Guarantors other than Hughes
(or such Guarantors' assignees) do not own any Registrable Securities. In order
to exercise the Hughes Demand Registration, Hughes shall follow the procedures
set forth in Section 2.1, and Hughes's election to exercise the Hughes Demand
Registration shall be subject to all of the terms and conditions contained in
Section 2.1; provided, that, in the case of a Hughes Demand Registration, the
first paragraph of Section 2.1(a) shall not be applicable, and all references in
Section 2.1 to the "Demanding Group" shall be deemed, where applicable, to refer
solely to "Hughes." If the Hughes Demand Registration is exercised by Hughes in
accordance with the terms hereof, the Guarantors other than Hughes will be
entitled to exercise piggyback rights pursuant to Section 2.2 of the
Registration Rights Agreement, with respect to any Registrable Securities owned
by such Guarantors at that time. In the case of a Hughes Demand Registration in
which the Guarantors other than Hughes wish to exercise their piggyback rights,
Registrable Securities owned by such other Guarantors and desired to be included
in such Hughes Demand Registration shall be accorded the priority set forth in
Section 2.1(c)(x)(iv), in the case of registrations occurring up to and
including the Subordination Termination Date, or Section 2.1(c)(y)(ii), in the
case of registrations occurring after the Subordination Termination Date. For
the avoidance of doubt, in the case of a Hughes Demand Registration, the
Guarantors other than Hughes shall not be deemed to be part of the "Demanding
Group" for the purpose of determining priority of registration in accordance
with Section 2.1(c), or for any other purpose.
Section 4. Assignment of Rights Under Registration Rights Agreement. The
Company and each of the Guarantors hereby agrees that the Registration Rights
Agreement (as amended hereby) and the rights of any Guarantor thereunder may be
transferred and assigned to any entity that acquires any Registrable Securities
from time to time; provided, that no such assignment shall be effective unless
(i) the assigning Guarantor (or its permitted assignee) notifies the Company in
writing of such assignment, and (ii) the prospective assignee agrees in writing
to be bound by, and become a party to, the Registration Rights Agreement.
Section 5. Miscellaneous.
(a)Upon the effectiveness of this Amendment, each reference in the
Registration Rights Agreement to "this Agreement," "hereunder," "herein," or
words of like import shall mean and be a reference to the Registration Rights
Agreement as amended hereby.
(b)Except as specifically amended hereby, the Registration Rights Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
(c)The execution and delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power, or remedy which the Company or any Guarantor may have under the
Registration Rights 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)The Company acknowledges its 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.
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 written above.
AMERICAN MOBILE SATELLITE CORPORATION
By: /s/ Randy S. Segal
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Name: Randy S. Segal
Title: Senior Vice President and General Counsel
HUGHES ELECTRONICS CORPORATION
By: /s/ Mark McEachen
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Name: Mark McEachen
Title: Senior Vice President
SINGAPORE TELECOMMUNICATIONS LTD.
By: /s/ Hoh Wing Chee
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Name: Hoh Wing Chee
Title: VP (International Network)
BARON CAPITAL PARTNERS, L.P.
By: Baron Capital Management Inc.,
A General Partner
By: /s/ Linda S. Martinson
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Name: Linda S. Martinson
Title: Vice President and General Counsel