-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fqc6ogV7Rbdkb7Ghlm8x2TjQLiQtpj0ENGY2XLPjILxKwiRf4+9EcCXW0QFzT1jf bPlTOG2TNHWws10QFUu9TA== 0000909518-99-000241.txt : 19990414 0000909518-99-000241.hdr.sgml : 19990414 ACCESSION NUMBER: 0000909518-99-000241 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990413 GROUP MEMBERS: GENERAL MOTORS CORPORATION GROUP MEMBERS: HUGHES COMMUNICATIONS INC. GROUP MEMBERS: HUGHES COMMUNICATIONS SATELLITE SERVICES INC GROUP MEMBERS: HUGHES ELECTRONICS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930976127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42503 FILM NUMBER: 99592356 BUSINESS ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 22091 BUSINESS PHONE: 7037586000 MAIL ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 22091 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES COMMUNICATIONS SATELLITE SERVICES INC CENTRAL INDEX KEY: 0000935464 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1500 HUGHES WAY CITY: LONG BEACH STATE: CA ZIP: 90810 BUSINESS PHONE: 3105255158 MAIL ADDRESS: STREET 1: 1500 HUGHES WAY CITY: LONG BEACH STATE: CA ZIP: 90810 SC 13D/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 7) AMERICAN MOBILE SATELLITE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE 02755R 10 3 - -------------------------------------------------------------------------------- (Title of class of securities) (CUSIP number) JENNIFER A. SMOLKER HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. 1500 HUGHES WAY LONG BEACH, CA 90810 (310) 525-5150 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) APRIL 1, 1999 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ NYFS07...:\56\53356\0068\2011\SCH3319L.03B
- -------------------------------------------------------- -------------------------------------- CUSIP No. 02755R 10 3 13D-Page 2 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. S.S. OR I.R.S. IDENTIFICATION NO. 95-3881942 OF ABOVE PERSON: - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)[_] (B)[X] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [_] OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: CA - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.7% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - --------------------------------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------------------------------- -------------------------------------- CUSIP No. 02755R 10 3 13D-Page 3 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HUGHES COMMUNICATIONS, INC. S.S. OR I.R.S. IDENTIFICATION NO. _______________ OF ABOVE PERSON: - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [_] OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: CA - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.7% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - --------------------------------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------------------------------- -------------------------------------- CUSIP No. 02755R 10 3 13D-Page 4 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HUGHES ELECTRONICS CORPORATION FORMERLY KNOWN AS HUGHES NETWORK SYSTEMS, INC. S.S. OR I.R.S. IDENTIFICATION NO. ____________ OF ABOVE PERSON: - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [_] OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 11,566,622 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 11,566,622 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 11,566,622 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 31.1% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - --------------------------------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------------------------------- -------------------------------------- CUSIP No. 02755R 10 3 13D-Page 5 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: GENERAL MOTORS CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [_] OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 11,566,622 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 11,566,622 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 11,566,622 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 31.1% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------------------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT! This constitutes Amendment No. 7 to the Schedule 13D (the "Statement") filed with the Securities and Exchange Commission by Hughes Communications Satellite Services, Inc., Hughes Communications, Inc., Hughes Electronics Corporation, formerly known as Hughes Network Systems, Inc. ("HE"), and General Motors Corporation (collectively, the "Reporting Persons"), with respect to the Common Stock, $.01 par value (the "Common Stock"), of American Mobile Satellite Corporation, a Delaware corporation (the "Company"). The percentage of Common Stock reported in this Amendment as being beneficially owned by the Reporting Persons is based upon the number of outstanding shares of Common Stock on March 30, 1999 as identified in the Company's Annual Report on Form 10-K for the period ended December 31, 1998, and after giving effect to the number of shares of Common Stock beneficially owned by the Reporting Persons. Item 4. Purpose of the Transaction The information in Item 6 is incorporated herein by reference. Except as described in Item 6 below, the Reporting Persons currently have no plans or proposals which would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. 6 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As previously described in Amendment No. 6 to the Statement, HE, Singapore Telecommunications Ltd., Baron Capital Partners, L.P. (collectively, the "Guarantors"), and the Company entered into a new Guaranty Issuance Agreement, dated as of March 31, 1998 (the "Guaranty Issuance Agreement"), pursuant to which, among other things, the Company's $200.0 million bank facility was severally guaranteed by the Guarantors. In consideration for the agreement by the Guarantors to enter into the Guaranty Issuance Agreement, (i) the warrants issued to each of the Guarantors under the original Guaranty Issuance Agreement (the "Original Warrants") were amended by adjusting the exercise price and extending the expiration date thereof and (ii) the Company issued additional warrants (the "Additional Warrants," and collectively with the Original Warrants, the "Warrants") to each of the Guarantors. At the request of the Company, the Guarantors have entered into Amendment No. 2 to Guaranty Issuance Agreement, dated as of March 29, 1999 ("Amendment No. 2"), pursuant to which certain financial covenants contained in the Guaranty Issuance Agreement were eliminated. A copy of Amendment No. 2 is filed as an exhibit hereto and is incorporated herein by reference. On January 15, 1999, the Guarantors and the Company had entered into Amendment No. 1 to Guaranty Issuance Agreement ("Amendment No. 7 1") to clarify the language contained in Section 13 thereof. A copy of Amendment No. 1 is filed as an exhibit hereto and is incorporated herein by reference. In consideration for the agreement by the Guarantors to enter into Amendment No. 2, the Warrants were amended, effective April 1, 1999, to reflect a change in the exercise price of each of the warrants to $7.50 per share, subject to adjustment as provided therein. To implement the foregoing, each of (i) Amendment No. 1 to the Warrant Certificates, dated as of April 1, 1999 and (ii) Amendment No. 3 to the Warrant Certificates, dated as of April 1, 1999, was executed concurrently with Amendment No. 2. A copy of each amendment to the Warrant Certificates is filed as an exhibit hereto and is incorporated herein by reference. The Company and the Guarantors are party to an Amended and Restated Registration Rights Agreement, dated as of March 31, 1998 (the "Registration Rights Agreement"), pursuant to which HE and the other Guarantors have, among other rights, piggyback registration rights in connection with certain registered offerings of Common Stock. On January 29, 1999, the Company filed a Registration Statement on Form S-3 with the Commission in connection with an offering of its Common Stock. HE waived its piggyback registration rights with respect to that Form S-3. In connection therewith, the Company agreed to further amend the Registration Rights Agreement (i) to extend the 8 expiration date for exercise of the demand registration rights granted thereunder to March 31, 2007, (ii) to clarify and confirm that the rights provided in the Registration Rights Agreement are assignable by the Guarantors provided that the assignee agrees to become a party to that agreement and (iii) to provide one additional demand registration right that may be exercised only by HE or its assignee. A copy of the letter agreement dated March 22, 1999 providing for the amendment of the Registration Rights Agreement is filed as an exhibit hereto and is incorporated herein by reference. Item 7. Material to be filed as Exhibits. 1. Amendment No. 1 to Guaranty Issuance Agreement, dated as of January 15, 1999, among the Guarantors, the Company and AMSC Acquisition Company, Inc. 2. Amendment No. 2 to Guaranty Issuance Agreement, dated as of March 29, 1999, among the Guarantors, the Company and AMSC Acquisition Company, Inc. 3. Amendment No. 1 to the Warrant Certificates, dated as of April 1, 1999, by and among the Company and the Guarantors. 4. Amendment No. 3 to the Warrant Certificates, dated as of April 1, 1999, by and among the Company and the Guarantors. 5. Letter Agreement, dated as of March 22, 1999, by and among the Company and the Guarantors. 9 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: April 9, 1999 HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. By: /s/ Grant J. Beatson --------------------------------------- Name: Grant J. Beatson Title: Chief Financial Officer HUGHES COMMUNICATIONS, INC. By: /s/ Grant J. Beatson --------------------------------------- Name: Grant J. Beatson Title: Chief Financial Officer HUGHES ELECTRONICS CORPORATION By: /s/ Mark A. McEachen --------------------------------------- Name: Mark A. McEachen Title: Vice President & Treasurer GENERAL MOTORS CORPORATION By: /s/ Martin I. Darvick --------------------------------------- Name: Martin I. Darvick Title: Assistant Secretary 10 EXHIBIT INDEX 1. Amendment No. 1 to Guaranty Issuance Agreement, dated as of January 15, 1999, among the Guarantors, the Company and AMSC Acquisition Company, Inc. 2. Amendment No. 2 to Guaranty Issuance Agreement, dated as of March 29, 1999, among the Guarantors, the Company and AMSC Acquisition Company, Inc. 3. Amendment No. 1 to the Warrant Certificates, dated as of April 1, 1999, by and among the Company and the Guarantors. 4. Amendment No. 3 to the Warrant Certificates, dated as of April 1, 1999, by and among the Company and the Guarantors. 5. Letter Agreement, dated as of March 22, 1999, by and among the Company and the Guarantors. EX-99 2 Exhibit 1 AMENDMENT NO. 1 TO GUARANTY ISSUANCE AGREEMENT AMENDMENT, dated as of January 15, 1999 (this "Amendment"), by and among HUGHES ELECTRONICS CORPORATION, a Delaware corporation ("Hughes"), SINGAPORE TELECOMMUNICATIONS LTD., a Singapore corporation ("SingTel"), BARON CAPITAL PARTNERS, L.P., a Delaware limited partnership ("Baron; and Hughes, SingTel and Baron, collectively, the "Guarantors"), AMERICAN MOBILE SATELLITE CORPORATION, a Delaware corporation ("AMSC Parent"), and AMSC ACQUISITION COMPANY, INC., a Delaware corporation and a wholly-owned subsidiary of AMSC Parent ("AMSC Acquisition"), to the Guaranty Issuance 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 "Guaranty Issuance Agreement", and the terms defined therein being used herein as therein defined unless otherwise defined herein) by and among each of the Guarantors, AMSC Parent and AMSC Acquisition. W I T N E S S E T H : WHEREAS, each of the Guarantors, AMSC Parent and AMSC Acquisition wish to clarify the application of Section 13 of the Guaranty Issuance Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows: Section 1. Amendment to the Guaranty Issuance Agreement. The Guaranty Issuance Agreement is, subject to Section 2 hereof, hereby amended as follows: Section 13 thereof is amended by inserting at the end of the first sentence thereof the following: "; provided that if such payment results from a drawing under a "Baron Capital Letter of Credit" (as such term is defined in each of the Credit Agreements) as contemplated by the last sentence of Section 1(e) of either Guaranty by Baron during the 90 day period preceding the expiry thereof, AMSC Acquisition and AMSC Parent shall have no such reimbursement obligation and Baron shall become a holder of notes and assignee of the rights and obligations of the Lenders in respect of Tranche C Loans as contemplated by such Section 1(e) of such Guaranty by Baron." Section 2. Effectiveness. This Amendment shall become effective as of the date first set forth above upon the execution of a counterpart hereof by each of the Guarantors, AMSC Parent and AMSC Acquisition. Section 3. Miscellaneous. (a) Upon the effectiveness of this Amendment, each reference in the Guaranty Issuance Agreement to "this Agreement," "hereunder," "herein," or words of like import shall mean and be a reference to the Guaranty Issuance Agreement as amended hereby. (b) Except as specifically amended or waived hereby, the Guaranty Issuance Agreement shall remain in full force and effect and is hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy which AMSC Parent, AMSC Acquisition or any Guarantor hereto may have under the Guaranty Issuance 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) Each of AMSC Parent and AMSC Acquisition jointly and severally agrees that it will, upon demand, pay 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 may incur in connection with the negotiation, preparation or administration of this Amendment. (f) THIS AMENDMENT SHALL BE GOVERNED BY AND CON STRUED 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 above written. AMSC ACQUISITION COMPANY, INC. SINGAPORE TELECOMMUNICATIONS LTD. By: /s/Randy Segal By: /s/Ho Siaw Hong Name: Randy Segal Name: Ho Siaw Hong Title: Vice President Title: Assistant Vice President (Satellite Services) AMERICAN MOBILE SATELLITE BARON CAPITAL PARTNERS, L.P., CORPORATION a Delaware limited partnership By: /s/Randy Segal By: Baron Capital Management, Inc., Name: Randy Segal a general partner Title: Vice President By: /s/Morty Schaja Name: Morty Schaja Title: Chief Operating Officer HUGHES ELECTRONICS CORPORATION By: /s/Mark A. McEachen Name: Mark A. McEachen Title: Corporate Vice President, Treasurer EX-99 3 Exhibit 2 AMENDMENT NO. 2 TO GUARANTY ISSUANCE AGREEMENT AMENDMENT, dated as of March 29, 1999 (this "Amendment"), by and among HUGHES ELECTRONICS CORPORATION, a Delaware corporation ("Hughes"), SINGAPORE TELECOMMUNICATIONS LTD., a Singapore corporation ("SingTel"), BARON CAPITAL PARTNERS, L.P., a Delaware limited partnership ("Baron", and collectively with Hughes and SingTel, the "Guarantors"), AMERICAN MOBILE SATELLITE CORPORATION, a Delaware corporation ("AMSC Parent"), and AMSC ACQUISITION COMPANY, INC., a Delaware corporation and a wholly-owned subsidiary of AMSC Parent ("AMSC Acquisition"), to the Guaranty Issuance 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 "Guaranty Issuance Agreement", and the terms defined therein being used herein as therein defined unless otherwise defined herein), by and among each of the Guarantors, AMSC Parent and AMSC Acquisition. W I T N E S S E T H : WHEREAS, AMSC Parent and AMSC Acquisition wish to eliminate the financial covenants contained in the Guaranty Issuance Agreement and the Guarantors are willing to accept the elimination of such covenants, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows: SECTION 1. CONSIDERATION FOR AMENDMENT. As consideration for the execution of this Amendment, the warrants issued to each of the Guarantors in connection with the Guaranties will be amended, effective April 1, 1999, to reflect a change in the exercise price of each of the warrants to $7.50 per share, subject to adjustment as provided therein. To implement the foregoing, each of (i) Amendment No. 1 to the New Warrants, in the form annexed hereto as Exhibit A, and (ii) Amendment No. 3 to the Amended Warrants, in the form annexed hereto as Exhibit B, have been executed by the parties hereto. SECTION 2. AMENDMENTS TO SECTION 3 OF THE GUARANTY ISSUANCE AGREEMENT. Section 3 of the Guaranty Issuance Agreement is hereby amended as follows: (a) Amendment to Section 3(a). Section 3(a) thereof is amended by deleting it in its entirety and substituting in lieu thereof the phrase "[Intentionally omitted.]". (b) Amendment to Section 3(b). Section 3(b) thereof is amended by deleting the phrase ", Section 3(a)" from Section 3(b)(2). NY2:\311091\04\6_1F04!.DOC\53356.0056 (c) Amendment to Section 5. Section 5 thereof is amended by deleting all of the text therein (including the second sentence thereof) after the phrase "signed by such party" and substituting in lieu thereof a period. (d) Amendment to Section 6. Section 6 thereof is amended by (i) deleting the phrase "Sections 3 or 5" in the first sentence thereof and substituting in lieu thereof the phrase "Section 3", and (ii) deleting the phrase "except as otherwise specifically provided in Section 5 hereof with respect to certain waivers by Requisite Guarantors," in the second sentence thereof. SECTION 3. EFFECTIVENESS. This Amendment shall become effective as of the date first set forth above upon the execution of a counterpart hereof by each of the Guarantors, AMSC Parent and AMSC Acquisition. SECTION 4. MISCELLANEOUS. (a) Upon the effectiveness of this Amendment, each reference in the Guaranty Issuance Agreement to "this Agreement," "hereunder," "herein," or words of like import shall mean and be a reference to the Guaranty Issuance Agreement as amended hereby. (b) Except as specifically amended or waived hereby, the Guaranty Issuance Agreement shall remain in full force and effect and is hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy which AMSC Parent, AMSC Acquisition or any Guarantor hereto may have under the Guaranty Issuance 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) Each of AMSC Parent and AMSC Acquisition acknowledges its joint and several 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. 2 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 above written. AMSC ACQUISITION COMPANY, INC. By: /s/ Randy Segal ------------------------------------------ Name: Randy Segal Title: Senior Vice President AMERICAN MOBILE SATELLITE CORPORATION By: /s/ Randy Segal ------------------------------------------ Name: Randy Segal Title: Senior Vice President HUGHES ELECTRONICS CORPORATION By: /s/ Mark A. McEachen ------------------------------------------ Name: Mark A. McEachen Title: Corporate Vice President & Treasurer SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Hoh Wing Chee ------------------------------------------ Name: Hoh Wing Chee Title: CEO (International Network) BARON CAPITAL PARTNERS, L.P., a Delaware limited partnership By: Baron Capital Management, Inc., a General Partner By: /s/ Ronald Baron ------------------------------------------ Name: Ronald Baron Title: Chief Executive Officer & Chairman 3 EX-99 4 Exhibit 3 AMENDMENT NO. 1 TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF COMMON STOCK OF AMERICAN MOBILE SATELLITE CORPORATION AMENDMENT, dated as of April 1, 1999, to each of those Warrant Certificates dated as of March 31, 1998 (the "Warrants" and capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Warrants), issued by American Mobile Satellite Corporation (the "Company") to each of Hughes Electronics Corporation, Singapore Telecommunications Ltd. 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 1,000,000 shares of Common Stock at an Exercise Price of $12.51 per share; WHEREAS, the Company, the Holders and AMSC Acquisition Company, Inc. have entered into Amendment No. 2 to Guaranty Issuance Agreement dated as of March 29, 1999 related to the elimination of certain financial covenants contained in the Guaranty Issuance Agreement ("Amendment No. 2 to Guaranty Issuance Agreement"); and WHEREAS, as contemplated by Amendment No. 2 to Guaranty Issuance Agreement, 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 $7.50 per Warrant Share, as adjusted from time to time. SECTION 2. Reaffirmance. Except as expressly amended hereby, the terms of the Warrants remain unchanged and the Warrants, as amended hereby, are in full force and effect. SECTION 3. Issuance of Replacement Warrant. Upon the request of any Holder, the Company promptly shall issue a new Warrant, incorporating the amendments effected hereby to replace the presently outstanding Warrant held by such Holder. NY2:\377855\01\83JZ01!.DOC\53356.0056 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 1 by its duly authorized officer as of the day and year first set forth above. AMERICAN MOBILE SATELLITE CORPORATION SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Randy Segal By: /s/ Hoh Wing Chee --------------------------------- ------------------------------- Name: Randy Segal Name: Hoh Wing Chee Title: Senior Vice President Title: CEO (International Ntework) BARON CAPITAL PARTNERS, L.P., HUGHES ELECTRONICS CORPORATION a Delaware limited partnership By: /s/ Mark A. McEachen ------------------------------- By: Baron Capital Management, Inc., Name: Mark A. McEachen a General Partner Title: Corporate Vice President & Treasurer By : /s/ Ronald Baron -------------------------------- Name: Ronald Baron Title: Chief Executive Officer & Chairman 2 EX-99 5 Exhibit 4 AMENDMENT NO. 3 TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF COMMON STOCK OF AMERICAN MOBILE SATELLITE CORPORATION AMENDMENT, dated as of April 1, 1999, to each of those Warrant Certificates dated as of June 28, 1996 (the "Warrants" and capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Warrants), issued by American Mobile Satellite Corporation (the "Company") to each of Hughes Electronics Corporation, Singapore Telecommunications Ltd. 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 5,000,000 shares of Common Stock at an Exercise Price of $24.00 per share; WHEREAS, the Company and the Holders previously agreed to Amendment No.1 to the Warrants dated as of March 27, 1997 ("Amendment No. 1"), which amended the Warrants so that they represented in the aggregate the right to purchase 5,500,000 shares of common stock at an Exercise Price of $13 per share; WHEREAS, the Company and the Holders previously agreed to Amendment No. 2 to the Warrants dated as of March 31, 1998 ("Amendment No. 2"), which, inter alia, amended the Exercise Price to be $12.51 per share; WHEREAS, the Company, the Holders and AMSC Acquisition Company, Inc. have entered into Amendment No. 2 to Guaranty Issuance Agreement dated as of March 29, 1999 related to the elimination of certain financial covenants contained in the Guaranty Issuance Agreement ("Amendment No. 2 to Guaranty Issuance Agreement"); and WHEREAS, as contemplated by Amendment No. 2 to Guaranty Issuance Agreement, 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 $7.50 per Warrant Share, as adjusted from time to time. NY2:\367643\01\7V_B01!.DOC\53356.0056 SECTION 2. Reaffirmance. Except as expressly amended hereby, the terms of the Warrants remain unchanged and the Warrants, as previously amended and as amended hereby, are in full force and effect. SECTION 3. Issuance of Replacement Warrant. Upon the request of any Holder, the Company promptly shall issue a new Warrant, incorporating the amendments effected hereby and the amendments effected by Amendment No. 1 and Amendment No. 2, to replace the presently outstanding Warrant held by such Holder. IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 3 by its duly authorized officer as of the day and year first set forth above. AMERICAN MOBILE SATELLITE CORPORATION SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Randy Segal By: /s/ Hoh Wing Chee --------------------------------- ------------------------------- Name: Randy Segal Name: Hoh Wing Chee Title: Senior Vice President Title: CEO (International Ntework) BARON CAPITAL PARTNERS, L.P., HUGHES ELECTRONICS CORPORATION a Delaware limited partnership By: /s/ Mark A. McEachen ------------------------------- By: Baron Capital Management, Inc., Name: Mark A. McEachen a General Partner Title: Corporate Vice President & Treasurer By : /s/ Ronald Baron -------------------------------- Name: Ronald Baron Title: Chief Executive Officer & Chairman 2 EX-99 6 Exhibit 5 March 22, 1999 Mr. Brian R. Winikoff Hughes Electronics Corporation 200 North Sepulveda Boulevard P. O. Box 956 MSA 148 El Segundo, CA 90245-0956 Dear Brian: Reference is made to the Amended and Restated Registration Rights Agreement dated as of March 31, 1998 (the "Registration Rights Agreement") among American Mobile Satellite Corporation ("American Mobile"), Hughes Electronics Corporation ("Hughes"), Singapore Telecommunications Ltd. ("SingTel") and Baron Capital Partners, L.P. (collectively, the "Guarantors"). Capitalized terms used herein without definition shall have the respective meanings set forth in the Registration Rights Agreement. In consideration of Hughes' agreement with American Mobile not to exercise its rights to "piggyback" on the Registration Statement on Form S-3 anticipated to become effective March 31, 1999, American Mobile agrees with Hughes to amend the Registration Rights Agreement as follows: 1. To extend the expiration date for exercise of the demand registration rights in Section 2.1(a) by two years, i.e. from March 31, 2005 to March 31, 2007. 2. To clarify and confirm that the rights provided in the Registration Rights Agreement are assignable by the Guarantors provided such assignee agrees to become a party to the Registration Rights Agreement. 3. To provide for one additional Demand Registration that may be exercised only by Hughes or its assignee. This additional Demand Registration Right may be exercised only after the two Demand Registration Rights presently contemplated under the Registration Rights Agreement has been exercised or if the Guarantors other than Hughes (or assignees thereof) no longer own any Registrable Securities. If this additional demand registration right is exercised, the Guarantors other than Hughes (or assignees thereof) will have piggyback registration rights for any NY2:\400180\01\8KS401!.DOC\53356.0056 Registrable Securities they own in accordance with Section 2.2 of the Registration Rights Agreement. Very truly yours, AMERICAN MOBILE SATELLITE CORPORATION /s/ Randy S. Segal - ------------------------------------------ By: Randy S. Segal Title: Senior Vice President Acknowledged and Agreed as of this 22nd day of March, 1999 SINGAPORE TELECOMMUNICATIONS, LTD. /s/ Hong Wing Chee - ------------------------------------------ By: Hoh Wing Chee Title: CEO (International Network) BARON CAPITAL PARTNERS, L.P. By: Baron Capital Management, Inc., a General Partner /s/ Morty Schaja - ------------------------------------------ By: Morty Schaja Title: Senior Vice President and Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----