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EXHIBIT 10.34b
WAIVER UNDER THE
TERM CREDIT AGREEMENT
WAIVER dated as of May 21, 1999 under the $100,000,000 Term Credit
Agreement dated as of March 31, 1998 (as heretofore amended, the "TERM CREDIT
AGREEMENT") among 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 (the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, in exchange for up to 8,620,000 shares of the Borrower's common
stock, the Borrower desires to acquire 25 shares of common stock of AMRC
Holdings and certain other securities issued by AMRC Holdings from a trust (the
"TRUST") for the benefit of the shareholders of WorldSpace, Inc. (the
"EXCHANGE");
WHEREAS, promptly after the Exchange, each share of Common Stock of AMRC
Holdings held by the Borrower will be exchanged for one share of Class B Common
Stock of AMRC Holdings;
WHEREAS, the undersigned Banks and the Shareholder Guarantors are willing
to consent to the foregoing and to waive certain provisions of the Term Credit
Agreement in connection with the foregoing;
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 hereby waive the failure by the
Borrower to comply with Section 5.13 of the Term Credit Agreement in connection
with the Exchange.
Section 3. Exchange of Common Stock. The undersigned Banks and Shareholder
Guarantors (including Hughes in its capacity as agent for the Shareholder
Guarantors) hereby instruct the Collateral Agent to release the shares of Common
Stock of AMRC Holdings held by it pursuant to the Security and Pledge Agreement
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and the Shareholder Guarantor Security Agreement upon receipt of an equal number
of shares of Class B Common Stock of AMRC Holdings, together with stock powers
executed in blank.
Section 4. 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 5. Governing Law. This Waiver shall be governed by and construed
in accordance with the laws of the State of New York.
Section 6. 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 7. 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 8. Shareholder Guarantor Consent. The Shareholder Guarantors
consent to the foregoing.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly
executed as of the date first above written.
AMERICAN MOBILE SATELLITE
CORPORATION
By /s/ Richard J. Burnheimer
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Title: V.P. and Treasurer
TORONTO DOMINION (TEXAS), INC., as
Administrative Agent and Bank
By /s/ Jano Mott
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Title: Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Robert Bottamed
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Diane P. Allen
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Title: Vice President
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BANCA COMMERCIALE ITALIANA LOS
ANGELES FOREIGN BRANCH
By /s/ J. Wityak
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Title: Vice President
BANCA DI ROMA-SAN FRANCISCO
By
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Title:
By
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Title:
THE CHASE MANHATTAN BANK
By
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Title:
CITIBANK, N.A.
By
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Title:
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DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By /s/ Joel Makowsky
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Title: Vice President
By /s/ Virginia Mahler Cosenza
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Title: Assistant Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Kandis A. Jaffrey
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Title: Assistant Vice President
ISTITUTO BANCARIO SAN PAOLO DI
TORINO ISTITUTO MOBILIARE
ITALIANO S.P.A.
By
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Title:
By
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Title:
NATIONSBANK, N.A.
By /s/ Diane P. Allen
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Title: Vice President
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HUGHES ELECTRONICS CORPORATION,
as Guarantor and agent for the
Shareholder Guarantors
By /s/ Mark A. McEachen
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Title: Corporate V.P. and Treasurer
SINGAPORE TELECOMMUNICATIONS
LTD.
By /s/ Hoh Wing Chee
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Title: V.P. (International Network)
BARON CAPITAL PARTNERS, L.P., a
Delaware limited partnership
By: BARON CAPITAL MANAGEMENT,
INC., a general partner
By /s/ Morty Schaja
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Title: Senior Vice President and
Chief Operating Officer