Stock Sale Waiver under Revolving Credit Agreement among Motient Holdings Inc., Motient Corporation, and Lender Banks

Summary

This waiver agreement, dated October 18, 2000, is between Motient Holdings Inc., Motient Corporation, several lender banks, and other parties. It allows Motient Corporation to sell or dispose of up to 3,000,000 shares of XM Satellite Radio Holdings Inc. stock and to use only 50% of the sale proceeds to prepay loans, instead of the 100% required by the original credit agreement. The waiver temporarily relaxes certain restrictions in the Revolving Credit Agreement, provided all parties sign and no default exists at the time of effectiveness.

EX-10.35D 7 0007.txt STOCK WAIVER REVOLVER CONFORMED COPY STOCK SALE WAIVER UNDER THE REVOLVING CREDIT AGREEMENT WAIVER dated as of October 18, 2000 under the Revolving Credit Agreement dated as of March 31, 1998 (as heretofore amended, the "Revolving Credit Agreement") among MOTIENT HOLDINGS INC. (formerly AMSC ACQUISITION COMPANY, INC.) (the "Borrower"), MOTIENT CORPORATION (formerly AMERICAN MOBILE SATELLITE CORPORATION) (the "Parent Guarantor"), 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, the Parent Guarantor proposes to enter into one or more transactions to sell, or otherwise dispose of for value, up to 3,000,000 shares of Class A common stock of XM Satellite Radio Holdings Inc. (the "XM Stock"); to cause up to 3,000,000 shares of Class B common stock of XM Satellite Radio Holdings Inc. to be converted into an equal number of shares of Class A common stock in order to effect such transactions; if necessary, to grant a security interest in the XM Stock to one or more third parties to secure its obligations in connection with such transactions; and to apply 50% (instead of 100%) of the Net Cash Proceeds (as defined in the Revolving Credit Agreement) of such transactions to prepay loans outstanding under the Parent Guarantor's term credit agreement; and WHEREAS, the undersigned Banks and the Shareholder Guarantors are willing to consent to the foregoing and to waive certain provisions of the Revolving 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 Revolving Credit Agreement has the meaning assigned to such term in the Revolving Credit Agreement. 2 SECTION 2. Waiver. The undersigned Banks waive compliance with the provisions of Sections 2.09(c)(i), 5.15 and 5.16 of the Revolving Credit Agreement to the extent (and only to the extent) necessary to permit the transactions referred to in the first recital above. SECTION 3. Representations of Borrower and Parent Guarantor. Each of the Borrower and the Parent Guarantor represents and warrants that (i) the representations and warranties set forth in Article 4 of the Revolving 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 4. Governing Law. This Waiver shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. 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 6. 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, the Parent Guarantor, 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 7. Shareholder Guarantor Consent. The Shareholder Guarantors consent to the foregoing. IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written. MOTIENT HOLDINGS INC. (formerly AMSC ACQUISITION COMPANY, INC.) By: /s/ Randy Segal ------------------------------------- Name: Randy Segal Title: Senior Vice President MOTIENT CORPORATION (formerly AMERICAN MOBILE SATELLITE CORPORATION) By: /s/ Randy Segal ------------------------------------- Name: Randy Segal Title: Senior Vice President TORONTO DOMINION (TEXAS), INC. By: /s/ Jano Mott ------------------------------------- Name: Jano Mott Title: Vice President MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: /s/ Robert Bottamedi ------------------------------------- Name: Robert Bottamedi Title: Vice President BANK OF AMERICA, N.A. By: /s/ Dianne J. Prust ------------------------------------- Name: Dianne J. Prust Title: Principal BANCA COMMERCIALE ITALIANA LOS ANGELES FOREIGN BRANCH By: /s/ Charles Dougherty -------------------------------------- Name: Charles Dougherty Title: Vice President By: /s/ Frank Maffei -------------------------------------- Name: Frank Maffei Title: Authorized Signature BANCA DI ROMA - SAN FRANCISCO By: /s/ Luca Balestra -------------------------------------- Name: Luca Balestra Title: Senior Vice President & Branch Manager By: /s/ Thomas C, Woodruff -------------------------------------- Name: Thomas C. Woodruff Title: Vice President THE CHASE MANHATTAN BANK By: /s/ Tracey Navin Ewing -------------------------------------- Name: Tracey Navin Ewing Title: Vice President CITICORP USA, INC. By: /s/ Walter L. Larsen ------------------------------------- Name: Walter L. Larsen Title: Managing Director DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By: /s/ Virginia Mahler Cosenza ------------------------------------- Name: Virginia Mahler Cosenza Title: Vice President By: /s/ Robert B. Landis ------------------------------------- Name: Robert B. Landis Title: Managing Director BANK ONE, N.A. By: /s/ Stephanie Mack ------------------------------------- Name: Stephanie Mack Title: Commercial Banking Officer SAN PAOLO IMI S.P.A. By: /s/ Carlo Persico ------------------------------------- Name: Carlo Persico Title: Deputy General Manager By: /s/ Robert Wurster ------------------------------------- Name: Robert Wurster Title: 1st Vice President HUGHES ELECTRONICS CORPORATION By: /s/ Mike J. Gaines ------------------------------------- Name: Mike J. Gaines Title: Corporate Vice President SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Tay Chek Koon ------------------------------------- Name: Tay Chek Koon Title: Satellite Business Group 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: Vice President & General Counsel