EXHIBIT 10.32b
AMENDMENT NO. 2
TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF MOTIENT CORPORATION
AMENDMENT dated as of June 29, 2000 to each of those Warrant Certificates
dated as of March 31, 1998 (as amended, the "Warrants" and capitalized terms
used herein and not otherwise defined shall have the meanings ascribed thereto
in the Warrants), issued by Motient Corporation (formerly American Mobile
Satellite Corporation) (the "Company") to each of Hughes Electronics Corporation
and Baron Capital Partners, L.P. (collectively, the "Holders").
W I T N E S S E T H:
WHEREAS, the Company previously issued to the Holders Warrants that
represented in the aggregate the right to purchase 891,995 shares of Common
Stock at an Exercise Price of $7.3571 per share;
WHEREAS, the Company, the Holders, Singapore Telecommunications Ltd.
("SingTel"), Motient Holdings Inc. (formerly AMSC Acquisition Company, Inc.),
the Banks party thereto, Morgan Guaranty Trust Company of New York, as
Documentation Agent ("Morgan"), and Toronto Dominion (Texas), Inc., as
Administrative Agent ("Toronto Dominion") have entered into that certain Waiver
dated as of June 29, 2000 under the Revolving Credit Agreement dated as of March
31, 1998 (the "Revolver Waiver") and the Company, the Holders, SingTel, the
Banks party thereto, Morgan and Toronto Dominion have entered into that certain
Waiver dated as of June 29, 2000 under the Term Credit Agreement dated as of
March 31, 1998 (the "Term Waiver"; the Revolver Waiver and the Term Waiver,
collectively, the "Waivers"); and
WHEREAS, in connection with the Holders' execution of the Waivers, the
parties hereto desire to amend certain terms of the Warrants.
NOW, THEREFORE, the undersigned parties hereto agree as follows:
SECTION 1. Amendment. Section 1 of each of the Warrants is hereby amended by
modifying the definition of "Exercise Price" to read in its entirety as follows:
"Exercise Price" means initially $6.25 per Warrant Share, as adjusted from
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time to time.
SECTION 2. Effectiveness. This Amendment shall become effective as of the
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first date of which each of the parties hereto shall have executed a counterpart
hereof and each of the Satellite Business Transactions (as defined in each of
the Waivers) shall have been consummated.
SECTION 3. Reaffirmance. Except as expressly amended hereby, the terms of
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the Warrants remain unchanged and the Warrants, as previously amended and as
amended hereby, are in full force and effect.
SECTION 4. Issuance of Replacement Warrant. Upon the request of any Holder,
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the Company promptly shall issue a new Warrant, incorporating the amendments
effected hereby and all previous amendments to replace the presently outstanding
Warrant held by such Holder.
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IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
No. 2 by its duly authorized officer as of the day and year first set forth
above.
MOTIENT CORPORATION
(formerly American Mobile Satellite Corporation)
By: /s/Randy Segal
Name Randy Segal
Title: SVP
HUGHES ELECTRONICS CORPORATION
By: /s/Mark McEachen
Name Mark McEachen
Title: Corporate Vice President & Treasurer
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: V.P. & General Counsel
