Waiver Under Revolving Credit Agreement Among Motient Holdings Inc., Motient Corporation, and Lenders (February 9, 2001)

Summary

This waiver agreement, dated February 9, 2001, is between Motient Holdings Inc., Motient Corporation, several banks, and other parties. It allows Motient Corporation to retain all proceeds from the sale of 1,000,000 shares of XM Satellite Radio Holdings Inc., instead of applying half to prepay loans, as previously required. The waiver modifies the terms of an earlier agreement and is effective once all parties have signed. All other terms of the original agreements remain in effect.

EX-10.35G 11 0011.txt WAIVER UNDER REVOLVING CREDIT AGREEMENT CONFORMED COPY STOCK SALE WAIVER UNDER THE REVOLVING CREDIT AGREEMENT WAIVER dated as of February 9, 2001 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. W I T N E S S E T H : WHEREAS, on February 9, 2001 the Parent Guarantor sold 1,000,000 shares of Class A common stock of XM Satellite Radio Holdings Inc. as contemplated by the Stock Sale Waiver dated as of October 18, 2000 (the "October 2000 Waiver"), for Net Cash Proceeds (as defined in the Revolving Credit Agreement) of $16,499,450, and proposes to retain all (instead of 50%) of the Net Cash Proceeds of such transaction, and not to apply any portion thereof 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 modify the terms of the October 2000 Waiver to give effect thereto; 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 Section 2.09(c)(i) of the Revolving Credit Agreement to the extent (and only to the extent) necessary to permit the transaction referred to in the first recital above, it being understood that all other provisions of the October 2000 Waiver remain in full force and effect with respect to such transaction. 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/ Lynn Chasin --------------------------------- Name: Lynn Chasin 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: --------------------------------- Name: Title: BANCA COMMERCIALE ITALIANA LOS ANGELES FOREIGN BRANCH By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: BANCA DI ROMA - SAN FRANCISCO By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: THE CHASE MANHATTAN BANK By:/s/ Tracey Navin Ewing --------------------------------- Name: Tracey Navin Ewing Title: Vice President CITICORP USA, INC. By:/s/ Walt Larsen --------------------------------- Name: Walt 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/ Andreas Neumeier --------------------------------- Name: Andreas Neumeier Title: Director BANK ONE, N.A. By:/s/ Karen C. Ryan --------------------------------- Name: Karen C. Ryan Title: Vice President SAN PAOLO IMI S.P.A. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: HUGHES ELECTRONICS CORPORATION By:/s/ David J. Mitchell --------------------------------- Name: David J. Mitchell Title: Assistant Treasurer SINGAPORE TELECOMMUNICATIONS LTD. By:/s/ Tay Chek Khoon --------------------------------- Name: Tay Chek Khoon Title: Vice President 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