-----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, B3t1r2ovk4YE/hxaIbpZZd9LMmFus0agGnvJvKZ1VgLWJy+eluYa08suNe+kXCQy 63JMarwFdD+s2DL2OaRCHA== 0000950142-96-000295.txt : 19960716 0000950142-96-000295.hdr.sgml : 19960716 ACCESSION NUMBER: 0000950142-96-000295 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960715 SROS: NONE GROUP MEMBERS: SINGAPORE TELECOMMUNICATIONS LIMITED GROUP MEMBERS: SINGAPORE TELECOMMUNICATIONS LTD GROUP MEMBERS: TEMASEK HOLDINGS (PRIVATE) LIMITED 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: 1934 Act SEC FILE NUMBER: 005-42503 FILM NUMBER: 96594975 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: SINGAPORE TELECOMMUNICATIONS LTD CENTRAL INDEX KEY: 0001005141 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 31 EXETER ROAD STREET 2: # 22-00 COMCENTRE CITY: SINGAPORE 09223 STATE: U0 BUSINESS PHONE: 0116583830 MAIL ADDRESS: STREET 1: 31 EXETER RD STREET 2: # 22-00 CITY: SINGAPORE STATE: U0 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* American Mobile Satellite Corporation _____________________________________________________________________________ ______________________________ (Name of Issuer) Common Stock $.01 Par Value _____________________________________________________________________________ ______________________________ (Title of Class of Securities) 02755R 10 3 ____________________________________________________ (CUSIP Number) Ms. Chan Su Shan, Company Secretary, Singapore Telecommunications Limited 31 Exeter Road, Comcentre, Singapore 239732, Republic of Singapore (011) (65) 838-2201 */ _____________________________________________________________________________ ______________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 1996 _____________________________________________________________________________ ______ (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 [ ] . Check the following box if a fee is being paid with the statement[ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). */ With a copy to: Phillip L. Spector, Esq., Paul, Weiss, Rifkind, Wharton & Garrison, 1615 L Street, N.W., Suite 1300, Washington, DC 20036, (202) 223-7340. SCHEDULE 13D CUSIP No. 02755R 10 3 Page 2 of Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Singapore Telecommunications Limited 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 ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore 7 SOLE VOTING POWER 4,512,796 shares (if the Issuer's Warrant dated 6/28/96 were exercisable in full: 4,731,546) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 shares 9 SOLE DISPOSITIVE POWER 4,512,796 shares (if the Issuer's Warrant dated 6/28/96 were exercisable in full: 4,731,546) 10 SHARED DISPOSITIVE POWER 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,512,796 shares (if the Issuer's Warrant dated 6/28/96 were exercisable in full: 4,731,546) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.8% (if the Issuer's Warrant dated 6/28/96 were exercisable in full: 18.5%) 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 02755R 10 3 Page 3 of Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Temasek Holdings (Private) Limited 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 ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore 7 SOLE VOTING POWER 4,512,796 shares (if the Issuer's Warrant dated 6/28/96 were exercisable in full: 4,731,546) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 shares 9 SOLE DISPOSITIVE POWER 4,512,796 shares (if the Issuer's Warrant dated 6/28/96 were exercisable in full: 4,731,546) 10 SHARED DISPOSITIVE POWER 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,512,796 shares (if the Issuer's Warrant dated 6/28/96 were exercisable in full: 4,731,546) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.8% (if the Issuer's Warrant dated 6/28/96 were exercisable in full: 18.5%) 14 TYPE OF REPORTING PERSON HC 4 AMENDED SCHEDULE 13D {1/} Item 3. Source and Amount of Funds or Other Consideration Item 3 is amended and restated in its entirety as follows: Prior to November 1992, all of Singapore Telecom's holdings of Common Stock were held indirectly through Mtel Space Technologies, L.P. ("Mtel L.P."), a Delaware partnership in which Singapore Telecom's legal predecessor was a limited partner until November 1992.{2/} The sole assets of Mtel L.P. were shares of Common Stock. Singapore Telecom provided funds to Mtel L.P. both by purchasing limited partnership units in Mtel L.P. ("Mtel LPUs") and by purchasing convertible debentures issued by Mtel L.P. (the "Mtel Convertible Debentures"). The Mtel Convertible Debentures were, subject to certain conditions, convertible into Mtel LPUs which, upon conversion, were to be redeemed immediately for shares of Common Stock held of record by Mtel L.P. At the time Mtel L.P. was restructured in November 1992, Singapore Telecom had contributed $6,667,000 to Mtel L.P. through the purchase of Mtel LPUs and had loaned Mtel L.P. $24,266,355 through the purchase of Mtel Convertible Debentures. All such funds came from the working capital of Singapore Telecom. As part of the Mtel L.P. restructuring, all Mtel LPUs held by Singapore Telecom were redeemed for shares of Common Stock, and a portion of the Mtel Convertible Debentures held by Singapore Telecom were converted. After the restructuring, Singapore Telecom held directly 467,810 shares of Common Stock (equivalent to 1,116,363 shares of Common Stock after the December 1993 stock split by the Issuer). In addition, Singapore Telecom continued to hold $14,660,015 principal amount of Mtel Convertible Debentures that, upon conversion into Mtel LPUs, were to be redeemed immediately by Mtel L.P. for 318,841 shares (760,869 post-split shares) of Common Stock held of record by Mtel L.P. On December 20, 1993, Singapore Telecom engaged in the transactions that required the filing of an initial statement on Schedule 13D. On that date, Singapore Telecom purchased from the issuer 911,854 shares of Common Stock for a - ---------------------------- {1/} Amending the Amended and Restated Schedule 13D dated December 28, 1995. {2/} In April 1992, pursuant to the Telecommunication Authority of Singapore Act 1992, Singapore Telecom became the successor in interest to telecommunications businesses owned by the Telecommunication Authority of Singapore (which continues to exercise regulatory oversight over those businesses). Unless otherwise indicated by the context, "Singapore Telecom" will be used to refer both to Singapore Telecommunications Limited and to its legal predecessor. 5 cash purchase price of $18 million. The funds used to make this purchase came from the working capital of Singapore Telecom. On that same date, 1,317,460 shares were issued to Singapore Telecom by the Issuer upon conversion by Singapore Telecom of $27,666,677 principal amount of subordinated convertible notes previously issued by the Issuer to Singapore Telecom. The Singapore Telecom funds loaned to the Issuer in connection with such convertible notes ($20 million in August 1992 and $7,666,667 in October 1993) came from the working capital of Singapore Telecom. In December 1995, Singapore Telecom delivered to Mtel L.P. a notice of conversion with respect to the remaining Mtel Convertible Debentures. Upon conversion, Singapore Telecom received 8451.71 Mtel LPUs that, as noted above, were to be redeemed immediately by Mtel L.P. in exchange for 760,869 shares of Common Stock held of record by Mtel L.P. On December 27, 1995, Mtel L.P. redeemed the 8451.71 Mtel LPUs and directed the Issuer to transfer the 760,869 shares of Common Stock to Singapore Telecom (effective as of that date). On July 1, 1996, upon the closing of a set of agreements providing long-term bank financing for the Issuer, Singapore Telecom received a warrant from the Issuer entitling it to purchase 625,000 shares of Common Stock at an initial exercise price of $24 per share (the "Warrant"). The Warrant was received as part of the consideration for Singapore Telecom's guaranty of up to $25 million in principal amount of such long-term financing. The number of shares of Common Stock for which the Warrant may be exercised is limited to the extent that certain financial performance tests restrict the Issuer's ability to borrow fully under the long-term loan agreements (as described under Item 6 below). As of July 1, 1996, the Warrant is exercisable for only 406,250 shares of Common Stock. To the best knowledge of the Reporting Persons, the funds used by the persons listed in Schedules I and II to purchase the shares of Common Stock specified in Item 5 below came from personal savings of such persons. Item 4. Purpose of Transaction Item 4 is amended and restated in its entirety as follows: The shares of Common Stock held by Singapore Telecom were acquired for investment purposes, and continue to be held for such purposes. Pursuant to the cumulative voting rights that exist under the Issuer's Certificate of Incorporation with respect to the election of the Issuer's board of directors, and pursuant to the rights that exist under the Stockholders' Agreement (described in Item 6 below) with respect to appointing directors to the executive committee of the Issuer's board of directors, Singapore Telecom has the right to be represented on the Issuer's board of directors and its executive committee. Singapore Telecom presently has two representatives on the Issuer's board of directors and one representative on the Issuer's executive committee. Singapore Telecom representatives also participate in other committees of the Issuer's board of directors. 6 The ability of Singapore Telecom to acquire or dispose of shares of Common Stock is limited to some degree by certain agreements, as described under Item 6 below. Subject to such agreements, Singapore Telecom may, from time to time, make additional purchases of Common Stock of the Issuer either in the open market or in private transactions, depending upon Singapore Telecom's evaluation of the Issuer's business, prospects, and financial condition, the market for the Common Stock of the Issuer, other opportunities available to Singapore Telecom, general economic conditions, money and stock market conditions, regulatory approvals or restrictions, and other factors. Depending upon these factors, and subject to such agreements, Singapore Telecom may also decide to hold or dispose of all or part of its investment in the Common Stock of the Issuer. Except as described herein, the Reporting Persons have no present plan or proposal that relates to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) any act or course of conduct causing the Common Stock of the Issuer to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) any act or course of conduct causing the Common Stock of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Act"); or (j) any action similar to any of those enumerated above. The Reporting Persons reserve the right to formulate such plans or proposals, and to take such action, with respect to any or all of the foregoing matters and any other matters as they may deem appropriate. 7 To the best knowledge of the Reporting Persons, all shares identified in Item 5 below as beneficially owned by persons listed in Schedules I and II were acquired by such persons for investment purposes. Such persons may buy or sell shares of Common Stock in the future as they deem appropriate, but, to the best knowledge of the Reporting Persons, and except as otherwise indicated herein, such persons have no present plan or proposal that relates to or would result in the actions or events specified in (a) through (j) above. Item 5. Interest in Securities of the Issuer Item 5 is amended and restated in its entirety as follows: (a) Singapore Telecom owns beneficially 4,512,796 shares of Common Stock. Of this amount, 4,106,546 shares of Common Stock are owned of record by Singapore Telecom, and 406,250 shares of Common Stock could be obtained by Singapore Telecom upon exercise of the Warrant. If the Warrant were presently exercisable in full, Singapore Telecom would be able to obtain 625,000 shares of Common Stock upon exercise of the Warrant, and Singapore Telecom's total beneficial ownership would be 4,731,546 shares of Common Stock. (The restrictions upon exercise of the Warrant are described in Item 6 below.) By reason of its ownership stake in Singapore Telecom, Temasek may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Singapore Telecom. Based upon the information contained in the Issuer's Form 10-Q dated May 14, 1996, the 4,512,796 shares of Common Stock beneficially owned by Singapore Telecom constitute approximately 17.8% of the Common Stock outstanding as of March 31, 1996.{3/} If the Warrant were presently exercisable in full, the 4,731,546 shares of Common Stock that would be beneficially owned by Singapore Telecom would constitute approximately 18.5% of the Common Stock outstanding as of March 31, 1996.{4/} To the best knowledge of the Reporting Persons, none of the persons listed in Schedule I or II beneficially own or have the right to acquire shares of Common Stock of the Issuer, except as set forth in the table below: - ----------------------- {3/} For the purpose of computing this percentage, the Warrant was deemed to be exercised to the extent presently exercisable, and the shares of Common Stock issuable upon such exercise were deemed to be outstanding. {4/} For the purpose of computing this percentage, the Warrant was deemed to be fully exercisable and exercised in full, and the shares of Common Stock issuable upon such exercise were deemed to be outstanding. 8 Name of Beneficial Owner Number of Shares Percentage Lim Toon 2,000 */ Raphael Leong Sai Mooi 1,000 */ Chua Sock Koong 5,000 */ */ Less than 0.1% The Reporting Persons may be deemed to comprise a group (within the meaning of Section 13(d)(3) of the Act) with the following entities by virtue of certain agreements described in Item 6 below: (1) Hughes Electronics Corporation ("Hughes Electronics") and Hughes Communications Satellite Services, Inc. ("Hughes" and, together with Hughes Electronics, the "Hughes Entities"), an indirect wholly-owned subsidiary of Hughes Electronics; and (2) Space Technologies Investments ("Investments") and the following affiliates of Investments: Transit Communications, Inc., and Satellite Communications Investments Corporation (collectively with Investments, the "AT&T Entities"). {5/} The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock held by the Hughes Entities and the AT&T Entities, and the filing of this statement by the Reporting Persons shall not be construed as an admission by the Reporting Persons that either of them is, for purposes of Section 13(d) of the Act, the beneficial owner of any of the shares of Common Stock held by the Hughes Entities or the AT&T Entities. Based upon the information set forth in the Issuer's Proxy Statement dated April 1, 1996 and the Issuer's Form 10-Q dated March 31, 1996, and upon additional information received from the Issuer, the Reporting Persons believe that the Hughes Entities and the AT&T Entities beneficially own the number of shares of Common Stock of the Issuer set forth in the table below, constituting in each case that percentage of the outstanding Common Stock of the Issuer set forth in the table: - --------------------------- {5/} Prior to the conversion of the remaining Mtel Convertible Debentures in December 1995, and the resulting transfer of the 760,869 shares of Common Stock from Mtel L.P. to Singapore Telecom, the following entities might also have been deemed to be part of such group: Mtel L.P., Mtel Space Technologies Corporation ("Mtel Corp.") (Mtel L.P.'s general partner), and Mtel Technologies, Inc. ("Mtel Corp. Affiliate") (Mtel L.P.'s limited partner) (collectively, the "Mtel Group"). 9 Name of Beneficial Owner Number of Shares Percentage{6/} Hughes Communications Satellite Services, Inc.{7/} 6,691,622 26.73 Hughes Electronics Corporation{8/} 2,437,500 8.88 Hughes Entities as a Group 9,129,122 33.23 - ---------------------------------------------------------------------------- - Space Technologies Investments, Inc.{9/} 1,855,539 7.23 Transit Communications, Inc. 681,818 2.73 Satellite Communications Investments Corporation{9/}. 1,344,067 5.32 AT&T Entities as a Group 3,881,424 14.99 - --------------------------- {6/} For the purpose of computing the percentage of the Common Stock of the Issuer beneficially owned by the entities listed here, warrants held by such entities were deemed to be exercised to the extent presently exercisable, and the shares of Common Stock issuable upon such exercise were deemed to be outstanding. {7/} Includes 25,000 shares of Common Stock issuable to Hughes upon the exercise of certain warrants previously issued by the Issuer. These Warrants are exercisable through January 19, 2001 at an exercise price of $.01 per share. {8/} Consists of 2,437,500 shares of Common Stock issuable to Hughes Electronics upon the exercise of a warrant that Hughes Electronics received as part of the consideration for a guaranty that it provided in connection with long-term bank financing for the Issuer ("the Hughes Electronics Warrant"). Like the Warrant received by Singapore Telecom in connection with the long-term financing, the Hughes Electronics Warrant is only exercisable in full upon the fulfillment of certain conditions tied to the Issuer's ability to borrow fully under the long-term loan agreements. If such conditions are met, the Hughes Electronics Warrant is ultimately exercisable for 3,750,000 shares of Common Stock. The Hughes Electronics Warrant is exercisable through June 28, 2001 at an initial exercise price of $24 per share of Common Stock. {9/} Includes 649,347 shares of Common Stock issuable to Investments and 230,932 shares of Common Stock issuable to Satellite Communications Investments Corporation, respectively, upon the exercise of certain warrants previously issued by the Issuer. These warrants are exercisable through December 20, 1998 at an exercise price of $21 per share of Common Stock. 10 (b) Singapore Telecom has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, the shares of Common Stock of the Issuer beneficially owned by it, subject to the effect of the agreements referred to in Item 6. By reason of its ownership stake in Singapore Telecom, Temasek may be deemed to have the power to direct the vote, or to direct the disposition of, the shares of Common Stock of the Issuer beneficially owned by Singapore Telecom, subject to the effect of the agreements referred to in Item 6. To the best knowledge of the Reporting Persons, each of the persons listed in Schedule I or II has sole power to vote and to direct the vote, and sole power to dispose and direct the disposition of, the Common Stock of the Issuer beneficially owned by such person. (c) As noted under Item 3 above, on July 1, 1996, upon the closing of a set of agreements providing long-term bank financing for the Issuer, Singapore Telecom received the Warrant from the Issuer, which entitles it to purchase 625,000 shares of Common Stock at an initial exercise price of $24 per share. The Warrant was received as part of the consideration for Singapore Telecom's guaranty of up to $25 million in principal amount of such long-term financing. The number of shares of Common Stock for which the Warrant may be exercised is limited to the extent that certain financial performance tests restrict the Issuer's ability to borrow fully under the long-term loan agreements. As of July 1, 1996, the Warrant is exercisable for only 406,250 shares of Common Stock. To the best knowledge of the Reporting Persons, none of the persons listed in Schedule I or II has sold or purchased shares of Common Stock during the past sixty days. As noted under Item 5(a) above, on July 1, 1996, upon the closing of a set of agreements providing long-term bank financing for the Issuer, Hughes Electronics received the Hughes Electronics Warrant from the Issuer, which entitles it to purchase 3,750,000 shares of Common Stock at an initial exercise price of $24 per share. The Hughes Electronics Warrant was received as part of the consideration for Hughes Electronics' guaranty of up to $150 million in principal amount of such long-term financing. The number of shares of Common Stock for which the Hughes Electronics Warrant may be exercised is limited to the extent that certain financial performance tests restrict the Issuer's ability to borrow fully under the long-term loan 11 agreements. As of July 1, 1996, the Hughes Electronics Warrant is exercisable for only 2,437,500 shares of Common Stock. The Reporting persons are not aware of transactions in shares of Common Stock that were effectuated by the AT&T Entities during the past 60 days. (d) The Reporting Persons do not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Issuer beneficially owned by the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is amended and restated only with respect to the subject headings listed below: * * * * * Right of First Offer Agreement The Issuer, Singapore Telecom, Hughes, the AT&T Entities, and the Mtel Group are parties to a Right of First Offer Agreement ("ROFA") dated November 30, 1993, pursuant to which each party thereto (other than the Issuer) (a) granted to each of the other parties (other than the Issuer), until September 30, 2003, a right of first offer with respect to the shares of Common Stock, and securities exercisable or convertible into shares of Common Stock, now or hereafter held by such party (excluding shares of Common Stock acquired by such party in the open market, and subject to certain other exceptions), and (b) agreed to terminate the Investment Agreement dated January 21, 1991 among the holders of Common Stock party to the ROFA (or their predecessors in interest), pursuant to which the parties had granted each other certain rights of first refusal in certain circumstances with respect to the shares of Common Stock held by them.{10/} On June 28, 1996, in connection with the execution of documentation for the Issuer's long-term financing, the ROFA was amended so as to limit its application solely to transfers of shares of Common Stock (and securities exercisable or convertible into shares of Common Stock) between and among Singapore Telecom, Hughes, and the AT&T Entities. - ------------------------- {10/} Since the redemption of the remaining Mtel Convertible Debentures and the resulting transfer of the 760,869 shares of Common Stock from Mtel L.P. to Singapore Telecom causes the collective holding of shares of Common Stock by the Mtel Group to drop below 5%, the Mtel Group is no longer entitled to purchase shares of Common Stock from other parties under the ROFA. 12 * * * * * Mtel Partnership Agreement Prior to the conversion by Singapore Telecom of the remaining Mtel Convertible Debentures in December 1995, Mtel Corp., Mtel Corp. Affiliate, and Singapore Telecom were parties to the Mtel Partnership Agreement. From November 18, 1992 (when Mtel L.P. was restructured) through December 8, 1995 (when Singapore Telecom redeemed the remaining Mtel Convertible Debentures), Mtel Corp. was the general partner of Mtel L.P., and Mtel Corp. Affiliate was the sole limited partner. Upon conversion of the Mtel Convertible Debentures, Singapore Telecom received Mtel LPUs, and thus became a limited partner for the brief period of time necessary for Mtel L.P. to effectuate redemption of these LPUs in exchange for the 760,869 shares of Common Stock held of record by Mtel L.P. (Sections 3.1 and 3.2 of the Mtel Partnership Agreement) The Mtel Partnership Agreement required that, upon any conversion of the Mtel Convertible Debentures by Singapore Telecom, partnership units of Singapore Telecom on the one hand and Mtel Corp. and/or Mtel Corp. Affiliate on the other hand were to be redeemed by Mtel L.P. on a pro rata basis. The Mtel Partnership Agreement also provided that the Partnership would terminate upon the sale or other disposition of all shares of Common Stock held by Mtel L.P. Thus, the conversion in full of the Mtel Convertible Debentures led to a complete distribution of all shares of Common Stock held by Mtel L.P., which in turn caused termination of the Partnership. (Sections 3.3 and 10.2 of the Mtel Partnership Agreement.) Mtel L.P., Mtel Corp., and Singapore Telecom were also parties to the Amended and Restated Pledge and Voting Agreement dated November 18, 1992 ("Pledge and Voting Agreement"), which was appended to the Mtel Partnership Agreement. Under the terms of the Mtel Partnership Agreement, the Mtel Convertible Debentures, and the Pledge and Voting Agreement, the repayment of those Debentures was secured by the pledge to Singapore Telecom of the shares of Common Stock purchased by Mtel L.P. with the proceeds received from Singapore Telecom for the Debentures. Prior to the conversion by Singapore Telecom of the remaining Mtel Convertible Debentures in December 1995, 999,545 shares of Common Stock held of record by Mtel L.P. were pledged to Singapore Telecom. Pursuant to the Pledge and Voting Agreement, upon conversion of the remaining Mtel Convertible Debentures, Singapore Telecom released its security interest in these pledged shares of Common Stock. (Section 3.5 of the Mtel Partnership Agreement; Section 8 of the Mtel Convertible Debentures; and Sections 1.1, 1.2 and 4.4 of the Pledge and Voting Agreement) Under the Pledge and Voting Agreement, Singapore Telecom, Mtel Corp., and Mtel L.P. had also agreed to cooperate in certain matters related to (a) the election of directors to the Issuer's board of directors and (b) the appointment of directors to the executive committee of the Issuer's board of directors. These provisions of the Pledge and Voting Agreement terminated upon the conversion of the remaining Mtel Convertible Debentures by Singapore Telecom. (Article 5 of the Pledge and Voting Agreement) 13 Guaranty Issuance Agreement Singapore Telecom, Hughes Electronics, Baron Capital Partners, L.P. (a stockholder of the Issuer) ("Baron," and collectively with Singapore Telecom and Hughes Electronics, the "Guarantors"), the Issuer, and AMSC Subsidiary Corporation (a subsidiary of the Issuer) ("Issuer Subsidiary") are parties to the Guaranty Issuance Agreement dated June 28, 1996. The Guaranty Issuance Agreement specifies the compensation to be provided by the Issuer and the Issuer Subsidiary to Singapore Telecom, Hughes Electronics, and Baron for the issuance by the Guarantors of guaranties of the obligations of the Issuer Subsidiary under the long-term loan agreements that closed on July 1, 1996. Under the Guaranty Issuance Agreement, the Issuer Subsidiary agreed to pay each Guarantor a fee equal to 1.5% of the principal amount of its respective guaranty. In addition, the Issuer agreed to issue to each Guarantor a warrant to purchase its respective Pro Rata Share of 5,000,000 shares of Common Stock at an initial exercise price of $24 per share. The "Pro Rata Share" of each Guarantor is equal to the principal amount of its guaranty divided by $200,000,000. (Section 1) In addition, the Issuer and the Issuer Subsidiary agreed that the aggregate outstanding principal amount of the loans under the long-term loan agreements, plus any amounts paid by the Guarantors with respect to principal, would not exceed the Borrowing Limit specified in the Performance Schedule. The Borrowing Limit is $130,000,000 during the period July 1, 1996 through November 15, 1996, and moves up on a quarterly basis thereafter provided that (a) the Issuer Subsidiary has met certain Performance Tests specified in the Performance Schedule, or (b) Guarantors having a Pro Rata Share greater than 50% have waived compliance with the Performance Tests and consented to increased borrowings by the Issuer Subsidiary. (Section 3) The Guaranty Issuance Agreement also contains a limited intercreditor arrangement among the Guarantors. If any Guarantor makes any payment under its guaranty or acquires any notes or obligations under the long-term loan agreements, thereafter all decisions to act or refrain from acting with respect to the enforcement of such notes or obligations against the Issuer Subsidiary or the Issuer (including enforcement with respect to any collateral security therefor) must be approved by Guarantors having Pro Rata Shares equal to at least 80% of the outstanding obligations so paid or purchased. In addition, if any Guarantor does not make a required payment under its guaranty, and such payment is made by any other Guarantor, then the defaulting Guarantor shall be liable to reimburse the paying Guarantor for such payment on demand, and any amounts which would otherwise be payable to the defaulting Guarantor by the Issuer Subsidiary or the Issuer or with respect to any collateral shall first be paid to the paying Guarantor until such payment has been fully reimbursed. (Section 13) The Warrant and the Registration Rights Agreement Pursuant to the terms of the Guaranty Issuance Agreement, the Issuer issued to Singapore Telecom the Warrant dated June 28, 1996. The Warrant entitles 14 Singapore Telecom to purchase from the Issuer 625,000 shares of Common Stock (the "Warrant Share Amount") at a purchase price of $24 per share (the "Exercise Price"). The Warrant is exercisable as of July 1, 1996, subject to certain restrictions, and expires on June 28, 2001. (Section 1 of the Warrant) The exercise of the Warrant is restricted where (a) such exercise would cause the Issuer's Alien Ownership Percentage to exceed the Accepted Alien Ownership Percentage Limitation (which is derived from alien ownership restrictions under Section 310(b) of the Communications Act), or (b) such exercise would require the Issuer to issue Common Stock without first having the stockholder approval necessary under Rule 4460(i)(1)(D) of the National Association of Securities Dealers, Inc. Under specified circumstances where exercise of the Warrant is prevented in whole or in part for either of the foregoing reasons, the Issuer is required to provide the holder of the Warrant with a payment of funds in lieu of the shares of Common Stock that are not issuable to such holder. (Sections 3 and 4 of the Warrant) The Warrant Share Amount and the Exercise Amount are to be adjusted under certain conditions, including stock splits and asset distributions to holders of Common Stock. (Section 10 of the Warrant) In addition to the restrictions upon exercise of the Warrant described above, the number of shares of Common Stock for which the Warrant may be exercised is limited to the extent that certain financial performance tests restrict the Issuer's ability to borrow fully under the long-term loan agreements. Specifically, the Warrant provides that it can be exercised at any given time only for the number of shares of Common Stock which is equal to the applicable Warrant Share Amount as in effect from time to time, minus the Warrant Share Amount multiplied by a fraction, the numerator of which is the amount which, due solely to the applicable Borrowing Limit (as defined in the Guaranty Issuance Agreement) in effect at such time, is not available to the Issuer Subsidiary under the long-term loan agreements, and the denominator of which is $200,000,000. (Section 15 of the Warrant) The Warrant provides that the holder of the Warrant is entitled to certain registration rights under the Registration Rights Agreement dated June 28, 1996 with respect to the shares of Common Stock for which the Warrant may be exercised (the "Warrant Shares"). (Section 16 of the Warrant) Singapore Telecom, Hughes Electronics, Baron, and the Issuer are parties to the Registration Rights Agreement dated June 28, 1996. The Agreement provides a holder of the Warrant or Warrant Shares with certain demand and piggyback registration rights. The same registration rights are provided to the holders of the warrants issued to the other Guarantors (i.e., Hughes Electronics and Baron). 15 Item 7. Material to be Filed as Exhibits Exhibit I -- Joint Filing Agreement dated July 15, 1996 Exhibit II -- Amended and Restated Stockholders' Agreement dated December 1, 1993 Exhibit III -- Right of First Offer Agreement dated November 30, 1993 Exhibit IV -- Letter Agreement dated October 11, 1993 Exhibit V -- Principal Stockholder Holdback and Waiver Agreement dated October 20, 1993 Exhibit VI -- Amended and Restated Limited Partnership Agreement of Mtel Space Technologies, L.P. dated November 18, 1992 Exhibit VII -- Amendment No. 1 to Right of First Offer Agreement dated June 28, 1996 Exhibit VIII -- Guaranty Issuance Agreement dated June 28, 1996 Exhibit IX -- Warrant dated June 28, 1996 Exhibit X -- Registration Rights Agreement dated June 28, 1996 16 Signatures After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. SINGAPORE TELECOMMUNICATIONS LTD. By:/s/ Chia Choon Wei ___________________________ Name: Dr. Chia Choon Wei Title: Vice President Dated: July 15, 1996 TEMASEK HOLDINGS (PRIVATE) LTD. By:/s/ Janet Seow ____________________________ Name: Janet Seow Title: Company Secretary Dated: July 15, 1996 17 EXHIBIT INDEX Exhibit No. Exhibit I Joint Filing Agreement dated July 15, 1996 Exhibit II Amended and Restated Stockholders' Agreement dated December 1, 1993 Exhibit III Right of First Offer Agreement dated November 30, 1993 Exhibit IV Letter Agreement dated October 11, 1993 Exhibit V Principal Stockholder Holdback and Waiver Agreement dated October 20, 1993 Exhibit VI Amended and Restated Limited Partnership Agreement of Mtel Space Technologies, L.P. dated November 18, 1992 Exhibit VII Amendment No. 1 to Right of First Offer Agreement dated June 28, 1996 Exhibit VIII Guaranty Issuance Agreement dated June 28, 1996 Exhibit IX Warrant dated June 28, 1996 Exhibit X Registration Rights Agreement dated June 28, 1996 SCHEDULES I & II
SCHEDULE I SINGAPORE TELECOMMUNICATIONS LIMITED DIRECTORS & EXECUTIVE OFFICERS Present Principal Name Position Business Address Occupation/Employment Citizenship - ------------------------ ---------------- ----------------- ---------------------------- ----------- Mr. Koh Boon Hwee Board Member Singapore Telecom Executive Chairman Singapore Chairman 31 Exeter Road Wuthelam Holdings Pte Ltd. Comcentre 298 Tiong Bahru Road Singapore 239732 #08-00 Tiong Bahru Plaza Singapore 168730 Mr. Wong Hung Khim Board Member Singapore Telecom Chairman Singapore Deputy Chairman 31 Exeter Road Singapore Bus Service (1978) Comcentre Ltd. Singapore 239732 205 Braddell Road Singapore 579701 BG Lee Hsien Yang Board Member Singapore Telecom President & CEO Singapore President & CEO 31 Exeter Road Singapore Telecom Comcentre 31 Exeter Road Singapore 239732 Comcentre Singapore 239732 Dr. Hong Hai Board Member Singapore Telecom President & CEO Singapore 31 Exeter Road Haw Par Brothers Comcentre International Ltd. Singapore 239732 180 Clemenceau Avenue #08-00 Haw Par Glass Tower Singapore 239722 2 Present Principal Name Position Business Address Occupation/Employment Citizenship - ------------------------ ---------------- ----------------- ---------------------------- ----------- Mr. Liew Heng San Board Member Singapore Telecom Deputy Secretary Singapore 31 Exeter Road (Communications) Comcentre Ministry of Communications Singapore 239732 #39-00 PSA Building 460 Alexandra Road Singapore 119963 Mr. Lim Ho Kee Board Member Singapore Telecom Executive Vice President Singapore 31 Exeter Road & CEO Comcentre (East Asia) Singapore 239732 Union Bank of Switzerland 80 Raffles Place #36-00 UOB Plaza 1 Singapore 048624 Mr. Quek Poh Huat Board Member Singapore Telecom President Singapore 31 Exeter Road Temasek Holdings Pte Ltd. Comcentre 8 Shenton Way Singapore 239732 #38-03 Treasury Building Singapore 068811 Mr. Quek Tong Boon Board Member Singapore Telecom Director Singapore 31 Exeter Road Defence Materiels Comcentre Organization Singapore 239732 Ministry of Defence 18th Storey, Tower A Defence Technology Towers Depot Road Singapore 109676 3 Present Principal Name Position Business Address Occupation/Employment Citizenship - ------------------------ ---------------- ----------------- ---------------------------- ----------- Mr. Keith Tay Ah Kee Board Member Singapore Telecom Asia Quest Associates Singapore 31 Exeter Road Pte Ltd. Comcentre 30 Robinson Road Singapore 239732 #03-02A Robinson Towers Singapore 048546 Mrs. Yu-Foo Yee Shoon Board Member Singapore Telecom Assistant Secretary Singapore 31 Exeter Road General Comcentre National Trades Union Singapore 239732 Congress Trade Union House Shenton Way Singapore 068810 Mr. Lim Toon Executive Vice Singapore Telecom Executive Vice President Singapore President 31 Exeter Road (International Network) (International Comcentre 31 Exeter Road Network) Singapore 239732 Comcentre Singapore 239732 Mr. Raphael Leong Executive Vice Singapore Telecom Executive Vice President Singapore Sai Mooi President 31 Exeter Road (Local Services) (Local Services) Comcentre Singapore Telecom Singapore 239732 31 Exeter Road Comcentre Singapore 239732 4 Present Principal Name Position Business Address Occupation/Employment Citizenship - ------------------------ ---------------- ----------------- ---------------------------- ----------- Ms. Chua Sock Koong Senior Vice Singapore Telecom Senior Vice President Singapore President 31 Exeter Road (Corporate Affairs (Corporate Comcentre & Finance) Affairs Singapore 239732 Singapore Telecom & Finance) 31 Exeter Road Comcentre Singapore 239732
5 SCHEDULE II TEMASEK HOLDINGS (PRIVATE) LIMITED DIRECTORS & EXECUTIVE OFFICERS Present Principal Name Position Business Address Occupation/Employment Citizenship - ------------------- --------------- -------------------- --------------------------- ----------- Mr. Lee Ek Tieng Board Chairman Temasek Holdings Managing Director, Monetary Singapore Pte Ltd. Authority of Singapore 8 Shenton Way 10 Shenton Way #38-03 Treasury Bldg 29th Floor MAS Building Singapore 068811 Singapore 079117 Mr. Ngiam Tong Dow Deputy Board Temasek Holdings Permanent Secretary Singapore Chairman Pte Ltd. Ministry of Finance, (ex-officio) 8 Shenton Way Revenue/Budget Divisions #38-03 Treasury Bldg 8 Shenton Way #43-00 Singapore 068811 Treasury Bldg Singapore 068811 6 Present Principal Name Position Business Address Occupation/Employment Citizenship - ------------------- --------------- -------------------- --------------------------- ----------- Mr. Lum Choong Wah Board Member Temasek Holdings Executive Chairman Singapore Pte Ltd. SNP Corporation Ltd. 8 Shenton Way 303 Upper Serangoon Road #38-03 Treasury Bldg Singapore 347692 Singapore 068811 Dr. Andrew Chew Board Member Temasek Holdings Chairman Singapore Guan Khuan Pte Ltd. Central Provident Fund 8 Shenton Way Board #38-03 Treasury Bldg #41-00 CPF Building Singapore 068811 79 Robinson Road Singapore 068897 Mr. Fock Siew Wah Board Member Temasek Holdings Chairman Singapore Pte Ltd. Land Transport Authority 8 Shenton Way 460 Alexandra Road #38-03 Treasury Bldg #28-00 PSA Building Singapore 068811 Singapore 119963 Mr. Lim Siong Guan Board Member Temasek Holdings Permanent Secretary Singapore Pte Ltd. Public Service Division 8 Shenton Way 8 Shenton Way #38-03 Treasury Bldg #47-01 Treasury Building Singapore 068811 Singapore 068811 7 Present Principal Name Position Business Address Occupation/Employment Citizenship - ------------------- --------------- -------------------- --------------------------- ----------- Dr. Michael Y O Fam Board Member Temasek Holdings Chairman Singapore Pte Ltd. Fraser & Neave Ltd. 8 Shenton Way 438 Alexandra Road #38-03 Treasury Bldg #21-00 Alexandra Point Singapore 068811 Singapore 119958 Mr. Peter Chen Min Board Member Temasek Holdings Non-Executive Director Singapore Liang Pte Ltd. Temasek Holdings Pte Ltd. 8 Shenton Way 8 Shenton Way #38-03 Treasury Bldg #38-03 Treasury Bldg Singapore 068811 Singapore 068811 Mr. Quek Poh Huat President Temasek Holdings President Singapore Pte Ltd. Temasek Holdings Pte Ltd. 8 Shenton Way 8 Shenton Way #38-03 Treasury Bldg #38-03 Treasury Bldg Singapore 068811 Singapore 068811 Mr. Quek Chee Hoon Executive Vice Temasek Holdings Executive Vice President Singapore President Pte Ltd. Temasek Holdings Pte Ltd. 8 Shenton Way 8 Shenton Way #38-03 Treasury Bldg #38-03 Treasury Building Singapore 068811 Singapore 068811 8 Present Principal Name Position Business Address Occupation/Employment Citizenship - ------------------- --------------- -------------------- --------------------------- ----------- Mrs. Janet Seow Company Temasek Holdings Company Secretary/ Singapore Secretary/ Pte Ltd. Vice President Vice President 8 Shenton Way Temasek Holdings Pte Ltd. #38-03 Treasury Bldg 8 Shenton Way Singapore 068811 #38-03 Treasury Bldg Singapore 068811
EX-1 2 EXHIBIT 1 EXHIBIT I JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D dated July 15, 1996 with respect to the Common Stock, par value $.01 per share, of American Mobile Satellite Corporation, a Delaware corporation. This Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby executes this Agreement this 15th day of July 1996. SINGAPORE TELECOMMUNICATIONS LTD. By:/s/ Chia Choon Wei ______________________________ Name: Dr. Chia Choon Wei Title: Vice President TEMASEK HOLDINGS (PRIVATE) LTD. By:/s/ Janet Seow _____________________________ Name: Janet Seow Title: Company Secretary [ Exhibit II previously filed ] [ Exhibit III previously filed ] [ Exhibit IV previously filed ] [ Exhibit V previously filed ] [ Exhibit VI previously filed ] EX-7 3 EXHIBIT 7 EXHIBIT VII AMENDMENT NO. 1 TO RIGHT OF FIRST OFFER AGREEMENT This Amendment No. 1 (the "Amendment") to the Right of First Offer Agreement (the "Agreement"), made and entered into as of the 30th day of November, 1993, by and among AMSC, Hughes, ST, the Investments Entities (including SMT), and Mtel Group, is entered into as of the 28th day of June, 1996, by the requisite Parties to such Amendment. Capitalized terms used herein without definition shall have the respective meanings attributed thereto in the Agreement. WHEREAS, the Parties desire to limit the scope of the restrictions contained in the Agreement; NOW, THEREFORE, in consideration of the Parties' mutual promises and agreements set forth herein and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows: 1. The Parties agree that the Agreement is amended to apply only to Transfers between and among Hughes, ST and Investments Entities. The Parties agree that, except as provided in the foregoing sentence, the Parties may transfer their shares without restriction under the Agreement. 2. AMSC further agrees that, upon request and tender of a stock certificate(s) by any Party to the Agreement, AMSC will cause any restrictive legend relating to the Agreement to be removed. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 28th day of June, 1996. AMERICAN MOBILE SATELLITE CORPORATION By: /s/ Randy Segal --------------------------- Name: Randy Segal Title: Vice President HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. By: /s/ Harold E. McDonnell ----------------------------- Name: Harold E. McDonnell Title: Executive Vice President SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Lim Toon ----------------------------- Name: Lim Toon Title: Executive Vice President SATELLITE COMMUNICATIONS INVESTMENTS CORPORATION By: /s/ Andrew A. Quartner ------------------------------- Name: Title: SPACE TECHNOLOGIES INVESTMENTS, INC. By: /s/ Andrew A. Quartner ------------------------------ Name: Title: SATELLITE MOBIL TELEPHONE COMPANY, L.P. Satellite Communications Investments Corporation a General Partner By: /s/ Andrew A. Quartner ----------------------------- Name: Title: TRANSIT COMMUNICATIONS, INC. By: Andrew A. Quartner ------------------------------- Name: Title EX-8 4 EXHIBIT 8 EXHIBIT VIII [Execution Copy] GUARANTY ISSUANCE AGREEMENT (Longer-Term Financing) THIS GUARANTY ISSUANCE AGREEMENT (this "Agreement") dated as of June 28, 1996 is 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"), AMSC SUBSIDIARY CORPORATION, a Delaware corporation dually incorporated as a Virginia public service corporation ("AMSC"), and AMERICAN MOBILE SATELLITE CORPORATION, a Delaware corporation ("AMSC Parent"). R E C I T A L S: WHEREAS, each of Hughes, SingTel and Baron is, directly or indirectly, a shareholder of AMSC Parent; WHEREAS, AMSC and AMSC Parent have entered into that certain Securities Purchase Agreement dated as of January 19, 1996 (the "Bridge Loan") pursuant to which AMSC has issued notes (i) in the aggregate face amount of $10,000,000 to Hughes Communications Satellite Services, Inc., and (ii) in the aggregate face amount of $15,000,000 each (for an aggregate of $30,000,000) to each of Toronto Dominion Investments, Inc. and Morgan Guaranty Trust Company of New York; WHEREAS, on April 19, 1996 AMSC borrowed $20,000,000 from Toronto Dominion (Texas), Inc. and Morgan Guaranty Trust Company of New York and issued its promissory notes in the aggregate face amount of $20,000,000 to evidence such loan and on June 7, 1996 borrowed an additional $10,000,000 (collectively, the "Interim Loan," and the additional $10,000,000 loan individually, the "$10,000,000 Loan"); WHEREAS, at the request of AMSC and AMSC Parent, Hughes issued its guaranty of the Bridge Loan (the "Bridge Loan Guaranty") and of the Interim Loan (as amended or amended and restated from time to time, the "Hughes Interim Loan Guaranty"), and Hughes, AMSC and AMSC Parent entered into a Guaranty Issuance Agreement dated as of April 19, 1996, as amended by the First Amendment to Guaranty Issuance Agreement dated as of June ___, 1996 (the "Hughes Guaranty Issuance Agreement") providing for certain compensation to be paid to Hughes in connection with such transactions; WHEREAS, at the request of Hughes, AMSC and AMSC Parent, SingTel issued a guaranty of $5,000,000 in principal amount of the $10,000,000 Loan (the "SingTel Interim Loan Guaranty") and SingTel, AMSC and AMSC Parent entered into a Guaranty Issuance Agreement dated as of June 7, 1996 (the "SingTel Guaranty Issuance Agreement") providing for certain compensation to be paid to SingTel in connection with such transaction; WHEREAS, AMSC now proposes to enter into that certain $150,000,000 Credit Agreement providing for up to $150,000,000 of term loans (the "Term Loan Agreement") and that certain $75,000,000 Credit Agreement providing for up to $75,000,000 of revolving loans (the "Revolving Credit Agreement" and together with the Term Loan Agreement, the "Credit Agreements"); WHEREAS, in order to obtain the financing under the Credit Agreements, AMSC and AMSC Parent have requested that each of Hughes, SingTel and Baron issue a guaranty of a portion of the obligations of AMSC under the Credit Agreements in substantially the form attached hereto as Exhibit A (each, a "Guaranty" and collectively, the "Guaranties"); and WHEREAS, each of Hughes, SingTel and Baron is willing to issue a Guaranty on the terms, and subject to the conditions, set forth herein (the parties which issue Guaranties hereunder are hereafter referred to as "Guarantors"). A G R E E M E N T: NOW, THEREFORE, in consideration of the foregoing recitals, the parties hereto hereby agree as follows: 2 1. Consideration for the Issuance of the Guaranties. In consideration of the issuance of the respective Guaranties, and concurrently with (and conditioned upon) the issuance of its Guaranty, (a) AMSC Parent shall issue to each Guarantor warrants to purchase its "Pro Rata Share" (as defined below) of 5,000,000 shares of the Common Stock, par value $.01 per share, of AMSC Parent at an exercise price of $24.00 per share, on the terms described in the form of warrant attached hereto as Exhibit B (collectively, the "Warrants"); and (b) AMSC shall pay to each Guarantor a fee equal to one and one half percent (1.5%) of the principal amount of its Guaranty. For purposes of this Agreement, the "Pro Rata Share" of a Guarantor shall be calculated by dividing the principal amount of its Guaranty by $200,000,000. 2. Conditions to the Issuance of the Guaranties. (a) The obligation of Hughes to issue its Guaranty is subject to the concurrent repayment in full of the Bridge Loan and the Interim Loan, and the concurrent release of the Bridge Loan Guaranty and the Hughes Interim Loan Guaranty. (b) The obligation of SingTel to issue its Guaranty is subject to the concurrent repayment in full of the $10,000,000 Loan and the concurrent release of the SingTel Interim Loan Guaranty. (c) The obligations of each Guarantor are severally subject to the following conditions: (1) AMSC Parent shall have executed and delivered to the respective Guarantor the Warrants and a Registration Rights Agreement in the form attached hereto as Exhibit C (the "Registration Rights Agreement"), and AMSC shall have paid to the respective party its fee, all as set forth in Paragraph 1; (2) AMSC and AMSC Parent shall have received all consents and approvals (including from shareholders) required for each of them to enter into this Agreement, the Warrants and the Registration Rights Agreement and to perform its obligations thereunder, and shall have delivered copies of all such consents and approvals to each Guarantor; (3) Each Guarantor shall have approved the form and substance of the Credit Agreements and all documents and instruments delivered in connection therewith, and shall have received evidence satisfactory to it that the liens and security interests of the lenders under the Credit Agreements have been duly perfected; (4) Each Guarantor shall have received copies, certified by the Secretary of each of AMSC and AMSC Parent, of resolutions duly adopted by the Board of Directors of the applicable 3 party approving the Credit Agreements and the transactions contemplated thereby, this Agreement, the Warrants and the Registration Rights Agreement; (5) Each Guarantor shall have received the written opinions of counsel to AMSC and AMSC Parent as to the due authorization, execution and enforceability of this Agreement, the Warrants and the Registration Rights Agreement, in form and substance satisfactory to each Guarantor; (6) Each Other Guarantor shall have issued its Guaranty and, in the case of Hughes and SingTel, Baron shall have obtained the letter of credit required under the Credit Agreements; and (7) The Board of Directors of AMSC Parent shall have received an opinion from Donaldson, Lufkin & Jenrette Securities Corporation to the effect that the compensation provided to Guarantors pursuant to this Agreement is fair to AMSC and AMSC Parent from a financial point of view. 3. Limitations on Amounts of Guaranties. AMSC and AMSC Parent have delivered to Guarantors AMSC's business plan for the next three fiscal years, including its projected borrowing needs (the "Plan"), which has formed the basis for the agreement of Guarantors to deliver their respective Guaranties. In consideration of the agreements of Guarantors to issue such Guaranties to support the extensions of credit under the Credit Agreements, AMSC agrees that the outstanding principal amount of the loans which are guaranteed (such outstanding amount and any payments made by Guarantors with respect to principal under the Credit Agreement, the "Guaranteed Amount") shall be subject to its ability to meet certain quarterly performance tests based on such Plan (the "Performance Tests"), as set forth on the schedule attached hereto as Exhibit D (the "Performance Schedule"). Within 45 days after the end of each fiscal quarter beginning with the third quarter of 1996, AMSC shall deliver to each Guarantor a compliance certificate, duly executed by its chief financial officer, certifying as to AMSC's compliance with each of the four Performance Tests specified for such fiscal quarter on the Performance Schedule, and showing in detail the calculation of such compliance. Such certificate shall be accompanied by the unaudited consolidated and consolidating balance sheets of AMSC and AMSC Parent as of the end of such quarter and the related consolidated and consolidating statements of income, stockholders' equity and cash flows, and certified by the chief financial officer as fairly presenting, in all material respects, in accordance with generally accepted accounting principles (except for the absence of footnote disclosure), the financial position and the results of operations of AMSC and AMSC Parent. 4 AMSC and AMSC Parent agree that the aggregate outstanding principal amount of the loans under the Credit Agreements plus any amounts paid by Guarantors with respect to principal shall not exceed the Guaranteed Amount and the Guaranteed Amount during each applicable period shall not exceed the "Borrowing Limit" specified in the Performance Schedule. If as of the end of any fiscal quarter AMSC has met each of the four Performance Tests specified for such fiscal quarter on the Performance Schedule, on the forty-sixth day after the end of the fiscal quarter the Guaranteed Amount shall automatically increase to the "Borrowing Limit" on such Performance Schedule for the next period (each, an "Increased Level"). If AMSC has failed to meet any of the four Performance Tests specified on the Performance Schedule for that fiscal quarter, the Borrowing Limit shall remain at its then current level, and shall not increase to the next Increased Level; provided, however, that Guarantors having Pro Rata Shares greater than 50% ("Requisite Guarantors") may, by written notice delivered to AMSC, waive compliance with such Performance Tests and consent to borrowings by AMSC which would increase the Guaranteed Amount up to the "Borrowing Limit" specified in such waiver. A waiver granted hereunder shall be effective only as to the compliance with the Performance Tests for the specific period and shall not obligate Guarantors to grant a waiver for any subsequent period or consent to any additional increase in the applicable Borrowing Limit. If AMSC has failed to meet any of the four Performance Tests specified in the Performance Schedule for any fiscal quarter, and compliance with such tests has not been waived by Requisite Guarantors, or if any borrowing causes or would cause the Guaranteed Amount to exceed the then applicable Borrowing Limit, then Requisite Guarantors may, by a written notice delivered to AMSC (a "Guarantor's Notice"), decline to increase the Guaranteed Amount to cover any increased borrowings. Under the terms of the Guaranties, Guarantors will be required to purchase the outstanding notes upon the occurrence of a "Guarantor Event" under the Credit Agreements, and the commitments to extend further financing under the Credit Agreements will terminate. In addition, the provisions of Section 15 of the Warrants concerning cancellation of warrants will be applicable. Under the terms of the Credit Agreements, at the time of each borrowing, AMSC will be required to certify that it is in compliance with the provisions of this Agreement. AMSC or AMSC Parent can so certify if the outstanding amount of the loans after such borrowing will be less than the then applicable "Borrowing Limit" or if, and to the extent that, Requisite Guarantors shall have modified such Borrowing Limit or waived AMSC's noncompliance with the Performance Tests set forth on the Performance Schedule. At the request of AMSC and AMSC Parent, any "Borrowing Limit" as specified in the Performance Schedule or any of the Performance Tests specified thereon may be modified with the written consent of Requisite Guarantors. If Requisite Guarantors propose to increase the applicable "Borrowing Limit" for any period to an amount in excess of that set forth on the Performance Schedule (except as to the adjustments provided on such schedule with respect to the 5 receipt of insurance proceeds), such proposal shall be discussed with the other Guarantors prior to granting such consent. Any action by Requisite Guarantors in accordance with this Section 3 shall bind all Guarantors. Any notice delivered under this Section shall be delivered to all Guarantors, but failure of all Guarantors to receive such notice shall not affect the validity of such notice. Nothing in this Section shall limit the enforceability by the "Guaranteed Parties" of any Guaranty in accordance with its terms. 4. Amendments, Etc. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and with respect to its enforcement against any party, signed by such party except as specifically provided in Section 3 with respect to actions by Requisite Guarantors. 5. No Waiver; Remedies. No failure on the part of any Guarantor to exercise, and no delay in it's exercise of, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder by any Guarantor preclude any other or further exercise thereof or the exercise of any other right by such party. Any Guarantor may specifically waive any breach of this Agreement by AMSC or AMSC Parent; provided that (x) no such waiver shall be effective or binding unless in writing, (y) no such waiver shall be effective as to any Guarantor that has not provided a waiver with respect to such breach, and (z) no such waiver shall constitute a continuing waiver of similar or other breaches. Any party may specifically waive any condition to its own obligations hereunder, and such waiver shall not affect the obligations of any other party. 6. Notices, Etc. All notices, demands, requests, consents, approvals and other instruments hereunder shall be in writing and shall be deemed to have been properly given if given to the parties hereto at the addresses or facsimile number set forth on Exhibit E hereto, or such other address or facsimile number as may be notified to the other parties hereto in a written notice. Notices, demands and requests shall be effective if given by facsimile to the number specified in this Section when confirmation of receipt is received; or if given by any other means, when delivered. 7. Separability of This Agreement. In case any term or provision of this Agreement or any application thereof to any circumstance shall, in any circumstances or jurisdiction and to any extent, be invalid, illegal or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity, illegality or unenforceability, without invalidating or rendering unenforceable any remaining terms and provisions hereof or the application of such term or provision 6 to circumstances or jurisdictions other than those as to which it is held invalid, illegal or unenforceable. 8. Further Assurances. AMSC and AMSC Parent hereby agree to execute and deliver all such instruments and take all such action as Hughes, SingTel or Baron may from time to time reasonably request in order to fully effectuate the purposes of this Agreement. 9. Headings. The headings contained in this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions hereof. 10. GOVERNING LAW AND DAMAGE LIMITATION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES AGREE THAT NO PARTY SHALL BE LIABLE HEREUNDER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR BUSINESS. 11. Representations and Warranties of AMSC and AMSC Parent. Each of AMSC and AMSC Parent represent and warrant to each Guarantor that: (a) Each of AMSC and AMSC Parent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly authorized by all necessary corporate action on the part of, and has been duly executed and delivered by, each of AMSC and AMSC Parent, and none of the execution and delivery hereof, the consummation of the transactions contemplated hereby (including the issuance of the Warrants and the issuance of the common stock of AMSC Parent upon exercise of the Warrants and the registration of such stock pursuant to the Registration Rights Agreement) or compliance by AMSC and AMSC Parent with any of the terms and provisions hereof or of the Warrants or the Registration Rights Agreement (i) requires any approval of stockholders (including any consent under the rules of the National Association of Securities Dealers, Inc.) or approval or consent of any trustee or holders of any indebtedness or obligations of AMSC or AMSC Parent other than such approvals or consents as have been obtained, (ii) contravenes any law, 7 judgment, governmental rule or regulation or order applicable to or binding on AMSC or AMSC Parent or any of their respective properties, the contravention of which would have a material adverse effect on the financial condition of AMSC and its subsidiaries taken as a whole or AMSC Parent and its subsidiaries taken as a whole or on the ability of AMSC and AMSC Parent to perform any of their obligations under this Agreement, the Warrants or the Registration Rights Agreement, (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement for borrowed money, contract or other agreement or instrument to which AMSC or AMSC Parent is a party or by which AMSC or AMSC Parent or any of their respective properties may be bound, the contravention, breach or default of which would have a material adverse effect on the financial condition of AMSC and its subsidiaries taken as a whole or AMSC Parent and its subsidiaries taken as a whole or on the ability of AMSC and AMSC Parent to perform any of their obligations under this Agreement, the Warrants or the Registration Rights Agreement or (iv) contravenes its corporate charter or by-laws. (c) Neither the execution, delivery and performance by AMSC and AMSC Parent of this Agreement nor the consummation of any of the transactions contemplated hereby (including the issuance of the Warrants and the issuance of the common stock of AMSC Parent upon the exercise of any Warrants) requires the consent, approval or authorization of, the giving of notice to, or the registration, recording or filing of any document with, or the taking of any other action in respect of, any governmental agency or authority, other than any registration or other action required under the Registration Rights Agreement. (d) This Agreement constitutes, and the Warrants and the Registration Rights Agreement will, upon execution thereof, constitute, the legal, valid and binding obligation of each of AMSC and AMSC Parent, enforceable against each of AMSC and AMSC Parent in accordance with their terms, except as such enforcement may be subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity. (e) AMSC Parent has delivered copies of the consolidated balance sheet of AMSC Parent and its consolidated subsidiaries as of December 31, 1995, and related statements of consolidated income and cash flow and stockholder's equity for the fiscal year then ended, accompanied by the report of Arthur Andersen LLP, independent accountants. Such statements fairly present, in accordance with generally accepted accounting principles, the financial position of AMSC Parent and its consolidated subsidiaries as of such date and the results of their operations and cash flows for such fiscal year. 8 (f) AMSC Parent has duly reserved shares of its Common Stock for issuance upon exercise of the Warrants. 12. Reimbursement Agreement. If Hughes, SingTel or Baron makes any payments under its Guaranty, each of AMSC and AMSC Parent agrees that it shall be jointly and severally liable to reimburse such Guarantor for such payments, and that such Guarantor will be fully subrogated to the extent of such payment to the rights and remedies (including any collateral security) of the lenders under the Credit Agreements. If Hughes, SingTel or Baron acquires any notes evidencing the loans under either Credit Agreement, or any of such obligations, from the lenders, then such Guarantor shall acquire all of the rights and remedies (including any collateral security) of such lenders under the applicable Credit Agreement. Neither Hughes, SingTel nor Baron shall have any duties to AMSC or AMSC Parent with respect to the exercise or non-exercise of any of such rights and remedies. 13. Intercreditor Agreements. (a) If Hughes, SingTel or Baron makes any payments under its Guaranty or acquires any notes or obligations under either Credit Agreement, thereafter all decisions to act or refrain from acting with respect to the enforcement of such notes or obligations against AMSC or AMSC Parent (including enforcement with respect to any collateral security therefor) shall be approved by Guarantors having Pro Rata Shares equal to at least 80% of the outstanding obligations so paid or purchased. Prior to taking any such action, each Guarantor shall discuss with each other Guarantor the actions proposed to be taken. (b) If any Guarantor does not make any required payment under its Guaranty (a "defaulting Guarantor"), and such payment is made by any other Guarantor (a "funding Guarantor"), then the defaulting Guarantor shall be liable to reimburse the funding Guarantor for such payments on demand, and any amounts which would otherwise be payable to the defaulting Guarantor by AMSC or AMSC Parent or with respect to any collateral shall first be paid to the funding Guarantor until such payment has been fully reimbursed. For purposes of this Section 13, any payment made by a funding Guarantor shall be added to the Pro Rata Share of the funding Guarantor and subtracted from the Pro Rata Share of the defaulting Guarantor. The funding Guarantor shall be subrogated to the rights of the lenders to enforce the Guaranty of the defaulting Guarantor. [signature page follows] 9 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer. AMSC SUBSIDIARY CORPORATION By:/s/ Richard J. Burnheimer _______________________ Name: Richard J. Burnheimer Title: Treasurer AMERICAN MOBILE SATELLITE CORPORATION By:/s/ Richard J. Burnheimer ______________________ Name: Richard J. Burnheimer Title: Treasurer HUGHES ELECTRONICS CORPORATION By:/s/ Charles H. Noski ______________________ Name: Charles H. Noski Title: Senior Vice President and Chief Financial Officer SINGAPORE TELECOMMUNICATIONS LTD. By:/s/ Lim Toon _______________________ Name: Lim toon Title: Executive Vice President (International Services) BARON CAPITAL PARTNERS, L.P., a Delaware limited partnership By: Baron Capital Management, Inc., a General Partner By:/s/ Morty Schaja ____________________ Name: Morty Schaja Title: Vice President EXHIBIT B [Form of Warrant -- Excluded] [See Exhibit IX to Schedule 13D] EXHIBIT C [Form of Registration Rights Agreement -- Excluded] [See Exhibit X to Schedule 13D] EXHIBIT D American Mobile Satellite Corporation Guarantee Issuance Agreement Performance Schedule ($000's)
7/1/96 11/16/96 2/16/97 5/16/97 8/16/97 After -11/15/96 -2/15/97 -5/15/97 -8/15/97 -11/15/97 11/15/97 Borrowing Limit* 130,000 155,000 170,000 180,000 190,000 200,000 3Q96 4Q96 1Q97 2Q97 3Q97 4Q97 Covenants Subscribers 12,224 19,809 27,336 35,969 45,514 55,058 Net Revenue 2,851 6,628 10,083 13,347 17,090 21,072 EBITDA bef. (19,907) (17,949) (14,697) (11,500) (8,782) (5,657) Capitalized Exp. Operating Cash (30,618) (19,539) (10,260) (2,639) (1,264) (12,529) Flow * Assumes receipt of $60 million of insurance proceeds in 3Q96. If $60 million is not received until 4Q96, the Borrowing Limit increases by $60M in 3Q96 to $190M availability. When proceeds are received in 4Q96, they must be applied to reduce debt and the Borrowing Limit is reduced to $155M. EXHIBIT E Notice Addresses AMERICAN MOBILE SATELLITE CORPORATION AMSC SUBSIDIARY CORPORATION 10802 Parkridge Blvd. Reston, Virginia 22091 Attention: Chief Financial Officer Fax: (703) 758-6142 HUGHES ELECTRONICS CORPORATION 7200 Hughes Terrace M/S CI/A 700 Los Angeles, California 90045-0066 Attention: Treasurer Fax: (310) 568-7834 SINGAPORE TELECOMMUNICATIONS LTD. 31 Exeter Road, Comcentre Singapore 239732 Republic of Singapore Attention: Dr. Chia Choon Wei Fax: 011-65-732-0673 BARON CAPITAL PARTNERS, L.P. a Delaware limited partnership 450 Park Avenue Suite 2800 New York, NY 10022 Attention: Linda S. Martinson Fax: (212) 759-7579 After August 1, 1996: 767 Fifth Avenue 24th Floor New York, New York 10153
EX-9 5 EXHIBIT 9 EXHIBIT IX THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN COMPLIANCE THEREWITH OR PURSUANT TO AN EXEMPTION THEREFROM. AMERICAN MOBILE SATELLITE CORPORATION WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF AMERICAN MOBILE SATELLITE CORPORATION NO. ___ WARRANT TO PURCHASE 625,000 SHARES FOR VALUE RECEIVED, AMERICAN MOBILE SATELLITE CORPORATION, a Delaware corporation (the "Company"), hereby certifies that SINGAPORE TELECOMMUNICATIONS LTD., its successor or permitted assigns (the "Holder"), is entitled, subject to the provisions of this Warrant, to purchase from the Company, at the times specified herein, Six Hundred Twenty Five Thousand (625,000) (the "Warrant Share Amount") fully paid and non-assessable shares of Common Stock of the Company, par value $.01 per share (the "Common Stock"), at a purchase price per share equal to the Exercise Price (as hereinafter defined). The Warrant Share Amount and the Exercise Price are subject to adjustment from time to time as hereinafter set forth. DEFINITIONS. The following terms, as used herein, have the following meanings: "Accepted Alien Ownership Percentage Limitation" means 24.99% or, in the event of a modification of the Alien Ownership Restrictions subsequent to the date hereof, such percentage limitation upon the Company's Alien ownership as may be in effect from time to time as a result of such modification, less 0.01%. "Alien" means any alien or a representative thereof, or a foreign government or a representative thereof, or a corporation or other entity organized under the laws of any foreign government. "Alien Ownership Percentage" means, with respect to any Person, the percentage of total ownership in such Person owned of record, as well as the percentage of total ownership in such Person voted, by Aliens; provided, that if under the Alien Ownership Restrictions such Person would be deemed to have a percentage of total ownership owned of record or voted by Aliens other than the actual percentage so owned or voted, then such Person's Alien Ownership Percentage shall be such deemed percentage. "Alien Ownership Restrictions" means Section 310(b) of the Communications Act, as modified by any interpretation, ruling or order of the Federal Communications Commission (or any successor agency) applicable to the Company or any of its subsidiaries. "AMSC" means AMSC Subsidiary Corporation, a Delaware corporation dually incorporated as a Virginia public service corporation. "Board of Directors" means the Board of Directors of the Company. "Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized by law to close. "Communications Act" means the Communications Act of 1934, as amended, or any successor statute. "Credit Agreements" means, collectively, that certain Term Loan Agreement providing for up to $150,000,000 of term loans and that certain Revolving Credit Facility Agreement providing for up to $75,000,000 of revolving loans, in each case as described in the Guaranty Issuance Agreement. "Current Market Price Per Common Share" has the meaning set forth in Section 10.D. "Exercise Date" means the applicable date of exercise of this Warrant, as indicated on the Warrant Exercise Notice delivered by the Holder. "Exercise Price" means initially $24.00 per Warrant Share, as adjusted from time to time. "Expiration Date" means June 28, 2001, at 5:00 p.m. New York City time. "Guaranty Issuance Agreement" means that certain Guaranty Issuance Agreement dated as of June 28, 1996 by and among the Company, AMSC, Hughes Electronics Corporation, Singapore Telecommunications Ltd. and Baron Capital Partners, L.P. "Holder's Guaranty" means the guaranty by the Holder of a specified portion (as it may be adjusted from time to time) of the obligations of AMSC under the Credit Agreements. "Person" means an individual, corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Warrant Exercise Notice" means the Warrant Exercise Notice forming a part hereof. "Warrant Margin" means, on any date, the difference of (x) the greater of (A) the average of the Closing Prices (as defined in Section 10.D) on each of the 20 trading days immediately preceding such date and (B) the Closing Price on the trading day two trading days prior to such date, minus (y) the Exercise Price. 2 "Warrant Share Amount" has the meaning set forth in the preamble hereof. "Warrant Shares" means the shares of Common Stock deliverable upon exercise of this Warrant, as adjusted from time to time. 2. EXERCISE OF WARRANT. A. Subject to Section 15 hereof, the Holder is entitled to exercise this Warrant in whole or in part at any time, or from time to time, to and including the Expiration Date or, if such day is not a Business Day, then on the next succeeding day that shall be a Business Day. To exercise this Warrant, the Holder shall execute and deliver to the Company at its address set forth in Section 12 hereof a Warrant Exercise Notice substantially in the form annexed hereto and shall deliver to the Company (x) this Warrant Certificate, including the Warrant Exercise Subscription Form forming a part hereof duly executed by the Holder, and (y) subject to Section 2.B, payment of the Exercise Price then in effect for such Warrant Shares. Upon such delivery and payment, the Holder shall be deemed to be the holder of record of the Warrant Shares subject to such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. B. The Exercise Price may be paid in cash or by certified or official bank check or bank cashier's check payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company or by cancellation of indebtedness owed to the Holder or by any combination of such methods. In the alternative, the Holder may exercise its right to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Holder will receive that number of Warrant Shares (and such other consideration) otherwise issuable (or payable) upon exercise of this Warrant less that number of Warrant Shares having an aggregate Current Market Price Per Common Share on the Exercise Date equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares. The Company shall pay any and all documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of this Warrant and the issue and delivery of the Warrant Shares. C. If the Holder exercises this Warrant in part, this Warrant Certificate shall be surrendered by the Holder to the Company and a new Warrant Certificate of the same tenor and for the unexercised number of Warrant Shares shall be executed by the Company. The Company shall register the new Warrant Certificate in the name of the Holder or in such name or names of its transferee(s) pursuant to Section 8 hereof as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. D. Except as otherwise provided in Section 3, upon surrender of this Warrant Certificate in conformity with the foregoing provisions, the Company shall transfer to the Holder of this Warrant Certificate appropriate evidence of ownership of the shares of Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, the name or names of the Holder or its transferee(s) as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 7 below. 3. OWNERSHIP LIMITATION. If at any time the exercise of any Warrants pursuant to Section 2 would cause the Company's Alien Ownership Percentage to exceed the Accepted 3 Alien Ownership Percentage Limitation, then in lieu of issuing shares of Common Stock pursuant to Section 2: A. the Company shall issue to each Holder exercising Warrants at such time (each an "Exercising Holder") whose Alien Ownership Percentage is less than or equal to the Accepted Alien Ownership Percentage Limitation the number of shares of Common Stock to which such Exercising Holder is entitled pursuant to Section 2; B. the Company shall issue to each Exercising Holder whose Alien Ownership Percentage is greater than the Accepted Alien Ownership Percentage Limitation (each, an "Affected Exercising Holder") a number of shares of Common Stock equal to the quotient of (x) the product of (A) the number of shares of Common Stock that, immediately after giving effect to any issuances of Common Stock pursuant to the foregoing Section 3.A, could be issued to a Person with a 100% Alien Ownership Percentage without causing the Company's Alien Ownership Percentage to exceed the Accepted Alien Ownership Percentage Limitation, multiplied by (B) the number of shares of Common Stock to which such Affected Exercising Holder would be entitled pursuant to Section 2 but for the application of this Section 3, divided by (y) the product of (A) the aggregate number of shares of Common Stock to which all Affected Exercising Holders would be entitled pursuant to Section 2 but for the application of this Section 3, multiplied by (B) such Affected Exercising Holder's Alien Ownership Percentage; provided that in no event shall the number of shares of Common Stock issuable to any Affected Exercising Holder pursuant to this Section 3.B exceed the number of shares of Common Stock to which such Affected Exercising Holder would have been entitled pursuant to Section 2 but for the application of this Section 3; and C. the Company shall deliver by wire transfer of immediately available funds to the account of each Affected Exercising Holder specified in such Affected Exercising Holder's Warrant Exercise Notice, an amount equal to the product of (x) the number of shares of Common Stock to which such Affected Exercising Holder would have been entitled pursuant to Section 2 that are not issuable to such Affected Exercising Holder pursuant to the foregoing Section 3.B, multiplied by (y) the Warrant Margin on the Exercise Date. 4. NASD LIMIT. Notwithstanding the provisions of Sections 2 and 3, in no event shall this Warrant be exercisable for an aggregate number of shares of Common Stock equal to or greater than such number of shares as would require the approval of the Company's stockholders pursuant to Rule 4460(i)(1)(D) of the National Association of Securities Dealers, Inc. (the "NASD Limit") unless the Company's stockholders have, prior to any exercise of this Warrant that would require the issuance of Common Stock equal to or greater than the NASD Limit, approved the exercise of Warrants for an aggregate number of shares of Common Stock equal to or greater than the NASD Limit. If, upon any exercise of this Warrant, shares of Common Stock that would otherwise be issuable upon such exercise are not issuable due to the provisions of the foregoing sentence, then in lieu of issuing shares of Common Stock pursuant to Sections 2 or 3: (i) the Company shall issue the maximum number of shares of Common Stock, if any, issuable up to the NASD Limit; provided, that if more than one holder of Warrants is exercising Warrants at such time, such issuance shall be prorated in proportion to the number of shares of Common Stock to which each holder of Warrants exercising Warrants at such time would be entitled but for the provisions of this Section 4; and 4 (ii) the Company shall deliver by wire transfer of immediately available funds to the account of each Exercising Holder specified in such Exercising Holder's Warrant Exercise Notice, an amount equal to the product of (x) the number of shares of Common Stock to which such Exercising Holder would have been entitled pursuant to the foregoing Sections 2 and 3 that are not issuable to such Exercising Holder pursuant to the foregoing clause (i), multiplied by the Warrant Margin on the Exercise Date. 5. RESTRICTIVE LEGEND. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation), each Warrant Certificate and any certificates evidencing Warrant Shares shall bear a legend substantially in the form of the legend set forth on the first page hereof, unless in the opinion of counsel reasonably satisfactory to the Company, such legend is no longer required by the Securities Act. 6. RESERVATION OF SHARES. The Company hereby agrees that at all times it shall reserve for issuance and delivery upon exercise of this Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. All such shares shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights. 7. FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant and in lieu of delivery of any such fractional share upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the Current Market Price Per Common Share on the Exercise Date. 8. EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT. A. The Company shall from time to time register the exchange or transfer of any outstanding Warrant Certificates in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Company and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby. B. Prior to any proposed transfer of the Warrants or the Warrant Shares, unless such transfer is made pursuant to an effective registration statement under the Securities Act, the Holder will deliver to the Company, if so requested by the Company, an opinion of counsel reasonably satisfactory in form and substance to the Company, to the effect that the Warrants or Warrant Shares, as applicable, may be sold or otherwise transferred without registration under the Securities Act. Subject to the preceding sentence, the Holder of this Warrant shall be entitled, without obtaining the consent of the Company, to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the foregoing, upon surrender of this Warrant to the Company, together with the attached Warrant Assignment Form duly executed, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, and this Warrant shall promptly be cancelled. 5 9. LOSS OR DESTRUCTION OF WARRANT CERTIFICATE. Upon receipt by the Company of evidence satisfactory to it (in the exercise of its reasonable discretion) of the loss, theft, destruction or mutilation of this Warrant Certificate, and (if requested by the Company in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant Certificate, if mutilated, the Company shall execute and deliver a new Warrant Certificate of like tenor and date representing the right to purchase an equivalent number of Warrant Shares. 10. ANTI-DILUTION PROVISIONS. A. In case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on Common Stock payable in Common Stock or other shares of the Company's capital stock, (ii) subdivide, split or reclassify the outstanding Common Stock into a larger number of shares, (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then in each such case the Warrant Share Amount shall be adjusted to equal the number of shares to which the holder of this Warrant would have been entitled upon the occurrence of such event if this Warrant had been exercised immediately prior to such time. Such adjustment shall be made successively whenever any event listed above shall occur. B. In case the Company shall fix a record date for the making of a distribution to holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness, assets or other property (excluding cash dividends, other cash distributions from current or retained earnings or dividends payable in Common Stock for which an adjustment has been made pursuant to Section 10.A), the Warrant Share Amount to be in effect after such record date shall be determined by multiplying the Warrant Share Amount in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price Per Common Share, and the denominator of which shall be such Current Market Price Per Common Share on such record date, less the fair market value (determined by the Board of Directors of the Company; provided that if the Holder shall object to any such determination, the Board of Directors shall retain an independent appraiser reasonably satisfactory to the Holder to determine such fair market value) of the portion of the assets, other property or evidence of indebtedness so to be distributed which is applicable to one share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Share Amount shall again be adjusted to be the Warrant Share Amount which would then be in effect if such record date had not been fixed. C. If as a result of any event or for any other reason, any adjustment is made which increases the number of shares of Common Stock issuable upon conversion, exercise or exchange of, or in the conversion or exercise price or exchange ratio applicable to, any outstanding securities of the Company that are convertible into, or exercisable or exchangeable for, Common Stock of the Company, then a corresponding adjustment shall be made hereunder to increase the Warrant Share Amount, but only to the extent that no such adjustment has been made pursuant to Sections 10.A or B hereof with respect to such event or for such other reason. D. For the purpose of any computation under Section 3 or Section 10.B hereof, on any determination date the "Current Market Price Per Common Share" shall be deemed to be the average (weighted by daily trading volume) of the Closing Prices (as defined below) per share of 6 Common Stock for the 20 consecutive trading days immediately prior to such date. "Closing Price" means (1) if shares of Common Stock then are listed and traded on the New York Stock Exchange, Inc. ("NYSE"), the closing price on such day as reported on the NYSE Composite Transactions Tape; (2) if shares of Common Stock then are not listed and traded on the NYSE, the closing price on such day as reported by the principal national securities exchange on which the shares are listed and traded; (3) if shares of Common Stock then are not listed and traded on any such securities exchange, the last reported sale price on such day on the National Market of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"); or (4) if shares of Common Stock then are not traded on the NASDAQ National Market, the average of the highest reported bid and lowest reported asked price on such day as reported by NASDAQ. If on any determination date shares of Common Stock are not quoted by any such organization, the Current Market Price Per Common Share shall be the fair market value of such shares on such determination date as reasonably determined by the Board of Directors. If the Holder shall object to any determination by the Board of Directors of the Current Market Price Per Common Share, the Current Market Price Per Common Share shall be the fair market value per share of Common Stock as determined by an independent appraiser retained by the Company at its expense and reasonably acceptable to the Holder. For purposes of any computation under this Section 10, the number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company. E. Upon each adjustment of the Warrant Share Amount pursuant to this Section 10, the Exercise Price applicable to each Warrant outstanding prior to the making of the adjustment in the Warrant Share Amount shall thereafter be adjusted to reflect an adjusted Exercise Price (calculated to the nearest tenth of a cent) obtained from the following formula: E' = E x W W' where: E' = the adjusted Exercise Price per share following the adjustment of the Warrant Share Amount. E = the Exercise Price prior to adjustment. W' = the adjusted Warrant Share Amount. W = the Warrant Share Amount prior to adjustment. F. No adjustment in the Warrant Share Amount or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent of such amount; provided that any adjustments which by reason of this Section 10.F are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 10 shall be made to the nearest one tenth of a cent or to the nearest hundredth of a share, as the case may be. G. In the event that, at any time as a result of the provisions of this Section 10, the holder of this Warrant upon subsequent exercise shall become entitled to receive any shares of capital stock of the Company other than Common Stock, the number of such other shares so receivable 7 upon exercise of this Warrant shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained herein. H. Upon any adjustment pursuant to this Section 10, the Company shall promptly thereafter (i) cause to be filed with the Company a certificate of an officer of the Company setting forth the Warrant Share Amount and Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, and (ii) cause to be given to each registered Holder of this Warrant Certificate at the address as set forth in Section 12 written notice of such adjustments. Where appropriate, such notice may be given in advance and included as a part of the notice required to be delivered pursuant to Section 13.B. 11. REORGANIZATION, CONSOLIDATION, MERGER, OR SALE OF ASSETS. In case of any reclassification, redesignation, reorganization or recapitalization by the Company (other than as set forth in Section 10) or consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise this Warrant for the kind and amount of securities, cash and other property receivable upon such reclassification, redesignation, reorganization, recapitalization, consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised in full immediately prior to such reclassification, redesignation, reorganization, recapitalization, consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("constituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section 11 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such reclassification, redesignation, reorganization, recapitalization, consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 11 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. 12. NOTICES. Any notice, demand or delivery authorized or required by this Warrant Certificate shall be in writing and shall be given to the Holder or the Company, as the case may 8 be, at its address (or telecopier number) set forth below, or such other address (or telecopier number) as shall have been furnished to the party giving or making such notice, demand or delivery: If to the Company: American Mobile Satellite Corporation 10802 Parkridge Blvd. Reston, VA 22091 Telecopy: (703) 758-6134 Attention: Randy Segal, General Counsel If to the Holder: Singapore Telecommunications Ltd. 31 Exeter Road, Comcentre Singapore 239732 Republic of Singapore Telecopy: 011-65-732-0673 Attention: Dr. Chia Choon Wei Each such notice, demand or delivery shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified herein and the intended recipient confirms the receipt of such telecopy or (ii) if given by any other means, when received at the address specified herein. 13. NOTICES TO WARRANT HOLDERS. A. The Company shall provide to each Holder, at its address and in the manner set forth in Section 12, a notice of expiration of this Warrant not less than 90 nor more than 120 days prior to the Expiration Date. B. In the event: a. the Company shall authorize the issuance to holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or b. the Company shall authorize the distribution to holders of shares of Common Stock of assets, including cash, evidences of its indebtedness, or other securities; or c. of any reorganization, consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants, or a tender offer or exchange offer for shares of Common Stock; or d. of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or 9 e. the Company proposes to take any action that would require an adjustment to the Warrant Share Amount or the Exercise Price pursuant to Section 10 hereof; then the Company shall cause to be given to each registered Holder of this Warrant Certificate, at least 20 days prior to the applicable record date hereinafter specified, or 20 days prior to the date of the event in the case of events for which there is no record date a written notice stating (i) the date as of which the holders of record of shares of Common Stock entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which any such reorganization, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 13.B or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. 14. RIGHTS OF THE HOLDER. Prior to the exercise of any Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive any notice of meetings of stockholders or any notice of any proceedings of the Company except as may be specifically provided for herein. Nothing contained herein shall impose any obligation on the Holder to purchase any securities or impose any liabilities on such Holder as a stockholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company. 15. LIMITATION ON EXERCISE OF WARRANT; CANCELLATION OF WARRANTS. Notwithstanding anything to the contrary in this Warrant, this Warrant shall be exercisable at any given time only for the number of Warrant Shares which is equal to the applicable Warrant Share Amount as in effect from time to time, minus the Warrant Share Amount multiplied by a fraction, the numerator of which is the amount which, due solely to the applicable Borrowing Limit (as defined in the Guaranty Issuance Agreement) in effect at such time, is not available to AMSC under the Credit Agreements and the denominator of which is $200,000,000 (provided, that if the numerator of such fraction is zero, there shall be no limitation on the exercise of this Warrant). In the event that AMSC receives a Guarantor's Notice (as defined in the Guaranty Issuance Agreement), the Company shall be entitled, upon written notice to the Holder, to cancel a portion of this Warrant such that the applicable Warrant Share Amount in effect at the time of delivery of the Guarantor's Notice shall equal the number of Warrant Shares determined in accordance with the preceding sentence. 16. REGISTRATION RIGHTS. The Holder of this Warrant is entitled to certain registration rights with respect to the Warrant Shares issuable upon the exercise thereof. Said registration rights are set forth in a Registration Rights Agreement dated as of June 28, 1996, by and among the Company and certain holders of warrants of the Company named therein (the "Registration Rights Agreement"). By acceptance of this Warrant Certificate, the Holder hereof agrees that upon exercise of this Warrant, in whole or in part, such Holder will be bound by the Registration Rights Agreement as a holder of Registrable Securities thereunder. The Company agrees that upon transfer of this Warrant, in whole or in part, pursuant to Section 8 hereof, the transferee shall be entitled to become a party to the 10 Registration Rights Agreement if not already a party thereto. A copy of the Registration Rights Agreement may be obtained by the Holder hereof upon written request to the Company. 17. GOVERNING LAW AND WAIVER OF JURY TRIAL. THIS WARRANT CERTIFICATE AND ALL RIGHTS ARISING HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND ENFORCED IN ACCORDANCE WITH SUCH LAWS. THE PARTIES HERETO IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 18. AMENDMENTS; WAIVERS. Any provision of this Warrant Certificate may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Holder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 19. COUNTERPARTS. This Warrant Certificate may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. (signature page follows) 11 IN WITNESS WHEREOF, the Company has duly caused this Warrant Certificate to be signed by its duly authorized officer and to be dated as of June 28, 1996. AMERICAN MOBILE SATELLITE CORPORATION By:/s/ Richard J. Burnheimer _______________________________ Name: Richard J. Burnheimer Title: Treasurer Acknowledged and Agreed: SINGAPORE TELECOMMUNICATIONS LTD. By:/s/ Lim Toon ______________________________ Name: Lim Toon Title: Executive Vice President (International Services) S-1 WARRANT EXERCISE NOTICE (To be delivered prior to exercise of the Warrant by execution of the Warrant Exercise Subscription Form) To: American Mobile Satellite Corporation 10802 Parkridge Blvd. Reston, VA 22091 The undersigned hereby notifies you of its intention to exercise the Warrant to purchase shares of Common Stock, par value $.01 per share, of American Mobile Satellite Corporation. The undersigned intends to exercise the Warrant to purchase _____________ shares (the "Shares") [at $_______ per Share (the "Exercise Price")] [pursuant to the net exercise provisions of Section 2.B of the Warrant]. [The undersigned intends to pay the aggregate Exercise Price for the Shares in cash, certified or official bank or bank cashier's check or by wire transfer of immediately available funds to an account to designated by the Company or by cancellation of indebtedness owed to the Holder (or a combination of such methods) as indicated below.] The undersigned hereby certifies that to the best of its knowledge its Alien Ownership Percentage as of the date hereof is_____________________. Date:________________,______ . --------------------------------------- (Signature of Owner) --------------------------------------- (Street Address) --------------------------------------- (City) (State) (Zip Code) Payment: $ ___________ cash $ ___________ check $ ___________ wire transfer $ ___________ cancellation of indebtedness [Wire Transfer Instructions, if required pursuant to Section 3 or 4 of the Warrant:______________________________________________________________________ _____________________________________________________________________________] WARRANT EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of the Warrant after delivery of Warrant Exercise Notice) To: American Mobile Satellite Corporation 10802 Parkridge Blvd. Reston, VA 22091 The undersigned irrevocably exercises the Warrant for the purchase of shares (the "Shares") of Common Stock, par value $.01 per share, of American Mobile Satellite Corporation (the "Company") at $_______ per Share (the "Exercise Price") and herewith makes payment of $ (such payment being made in cash or by certified or official bank or bank cashier's check payable to the order of the Company or by wire transfer or by cancellation of indebtedness owed to the Holder or any combination of such methods) (unless the undersigned Holder is exercising the Warrant pursuant to the net exercise provisions of Section 2.B of the Warrant), all on the terms and conditions specified in the within Warrant Certificate, surrenders this Warrant Certificate and all right, title and interest therein to the Company and directs that the Shares deliverable upon the exercise of this Warrant be registered or placed in the name and at the address specified below and delivered thereto. If said number of Shares is less than all of the shares of Common Stock for which the Warrant is exercisable, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of the undersigned or nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Date:__________________,_______ . -------------------------------------- (Signature of Owner) -------------------------------------- (Street Address) -------------------------------------- (City) (State) (Zip Code) Securities and/or check to be issued to: Please insert social security or identifying number:__________________________ Name:_________________________________________________________________________ Street Address:_______________________________________________________________ City, State and Zip Code:_____________________________________________________ Any unexercised portion of the Warrant evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying number:__________________________ Name:_________________________________________________________________________ Street Address:_______________________________________________________________ City, State and Zip Code:_____________________________________________________ WARRANT ASSIGNMENT FORM Dated,______,_____ FOR VALUE RECEIVED,________________________________________________ hereby sells, assigns and transfers unto_____________________________________ ____________________________________________________________(the "Assignee"), (please type or print in block letters) ______________________________________________________________________________ (insert Assignee's address) ______________________________________________________________________________ (insert Assignee's social security or taxpayer ID number) its right to purchase up to ________ shares of Common Stock represented by this Warrant and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the same on the books of the Company, with full power of substitution in the premises. ___________________________________ Signature Signature Guarantee: EX-10 6 EXHIBIT 10 EXHIBIT X REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of June 28, 1996 among American Mobile Satellite Corporation, a Delaware corporation (the "Company"), Hughes Electronics Corporation, Singapore Telecommunications Ltd., and Baron Capital Partners, L.P. (collectively, the "Guarantors") and each other Person who executes this Agreement. W I T N E S E T H WHEREAS, the Company and AMSC Subsidiary Corporation, a Delaware corporation dually incorporated as a Virginia public service corporation ("AMSC Subsidiary"), and the Guarantors have entered into a Guaranty Issuance Agreement (the "Guaranty Issuance Agreement") dated as of June 28, 1996; and WHEREAS, in order to induce the Guarantors to enter into the Guaranty Issuance Agreement and issue the Guaranties specified therein, the Company has agreed to provide the registration rights set forth in this Agreement; NOW, THEREFORE, the parties hereto agree as follows: ARTICLE DEFINITIONS SECTION 1.1. Definitions . The following terms, as used herein, have the following meanings: "Affiliate", as applied to any specified Person, shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Board of Directors" means the Board of Directors of the Company. "Bridge Shares" means the shares of Common Stock issued or issuable upon exercise of the Bridge Warrants in accordance with the terms thereof and any Common Stock issued as or issuable upon the conversion or exercise or any warrant, option, right, or other security which is issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares of Common Stock issued or issuable upon exercise of the Bridge Warrants. "Bridge Registration Rights Agreement" means the registration rights agreement dated as of April 19, 1996 among the Company, Toronto Dominion Investments, Inc., Morgan Guaranty Trust Company of New York and Hughes Communications Satellite Services, Inc. with respect to the registration of the Bridge Shares. "Bridge Warrants" means the warrants to purchase Common Stock originally issued by the Company to Toronto Dominion Investments, Inc., Morgan Guaranty Trust Company of New York and Hughes Communications Satellite Services, Inc. on January 19, 1996. "Commission" means the Securities and Exchange Commission, or any successor agency. "Common Stock" means the common stock, par value $.01 per share, of the Company. "Deferral Period" has the meaning set forth in Section 2.1. "Demand Registration" has the meaning set forth in Section 2.1. "Demand Registration Notice" has the meaning set forth in Section 2.1. "Demanding Group" has the meaning set forth in Section 2.1. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Holder" means the holder of any Warrants or Warrant Shares other than Warrant Shares that are acquired in a public distribution pursuant to a registration statement under the Securities Act or pursuant to transactions exempt from registration under the Securities Act where securities sold in such transaction may be resold without subsequent registration under the Securities Act. "NASD" means the National Association of Securities Dealers, Inc. "Person" means an individual, corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Piggy-Back Registration" has the meaning set forth in Section 2.2. "Registrable Securities" means the Warrant Shares until (i) a Registration Statement covering such Warrant Shares has been declared effective by the Commission and they have been disposed of pursuant to such effective Registration Statement, (ii) they are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or under which they may be sold pursuant to Rule 144(k) or (iii) the Company has delivered a new certificate or other evidence of ownership for them not bearing the legend required pursuant to the Warrants and they may be resold without subsequent registration under the Securities Act. "Registration Statement" means any registration statement of the Company relating to a Demand Registration pursuant to Section 2.1 or a Piggy-Back Registration pursuant to Section 2.2, in each case, including the prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 2 "Selling Holder" means a Holder who is selling Registrable Securities pursuant to a Registration Statement under the Securities Act. "Underwriter" means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer's market-making activities. "Warrants" means the warrants dated June 28, 1996 to purchase Common Stock. "Warrant Shares" means the shares of Common Stock issued or issuable upon exercise of the Warrants, in each case in accordance with the terms thereof, and any Common Stock or other securities issued or issuable upon the exercise of any warrant, option, right, or other security which is issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares of Common Stock issued or issuable upon exercise of the Warrants. ARTICLE II REGISTRATION RIGHTS SECTION 2.1. Demand Registration. Right to Demand. At any time and from time to time prior to June 28, 2001, Holders of Registrable Securities representing at least 25% of the original aggregate number of Warrant Shares for which the Warrants were exercisable, as a group (each, a "Demanding Group") may make a written request of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand Registration"). Within 5 days after receipt of the request for a Demand Registration, the Company will send written notice (the "Demand Registration Notice") of such registration request and its intention to comply therewith to each Holder and, subject to paragraph (c) below, the Company will include in such registration all Registrable Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 days after the Holder's receipt of the Demand Registration Notice and such Holders will be deemed to be members of the Demanding Group. All requests made pursuant to this paragraph (a) will specify the aggregate number of Registrable Securities requested to be registered. Promptly after receipt of any request for registration under this paragraph (a), but in no event later than 60 days after receipt of such request, the Company shall file a Registration Statement with the Commission with respect to the Registrable Securities included in such request and shall use its best efforts to have such Registration Statement declared effective as promptly as practicable; provided, however, that the Company may postpone the filing of such Registration Statement for a period of up to 90 days (the "Deferral Period") if (x) the Board of Directors reasonably determines that (i) such a filing would adversely affect any proposed financing, acquisition, divestiture or other material transaction by the Company or (ii) such a filing would otherwise represent an undue hardship for the Company, and (y) such determination is reflected in a certificate signed by the Chief Executive Officer or President of the Company. The Company shall not be entitled to request more than one such deferral with respect to any Demand Registration within any 365-day period. If the Company does elect to defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by written notice to the Company, (i) confirm their request to proceed with such Demand Registration upon the expiration of the Deferral Period or (ii) withdraw their request for such Demand Registration in which case no such 3 request for a Demand Registration shall be deemed to have occurred for purposes of Section 2.1(b) or for any other purposes under this Agreement (and if such Deferral Period extends past June 28, 2001, the Holders shall nevertheless be entitled to make subsequent requests for Demand Registration hereunder). (b) Number of Demand Registrations. The Demanding Group(s) shall collectively be entitled to two Demand Registrations hereunder. A Demand Registration shall not be counted as a Demand Registration hereunder (i) until such Demand Registration has been declared effective by the Commission and maintained continuously effective for a period of at least 120 days or such shorter period as will terminate when all Registrable Securities included therein have been sold in accordance with such Demand Registration and (ii) unless the number of Registrable Securities in such Demand Registration by the Demand Group is at least 80% of the number of shares originally requested to be included by such group after giving effect to any reductions pursuant to paragraph (c) below. (c) Priority on Demand Registrations. If in any Demand Registration the managing Underwriter or Underwriters thereof advise the Company in writing that in its or their reasonable opinion or, in the case of a Demand Registration not being underwritten, the Company shall reasonably determine after consultation with an investment banking firm of nationally recognized standing, that the number of Registrable Securities proposed to be sold in such Demand Registration exceeds the number that can be sold in such offering or will adversely affect the success of such offering (including, without limitation, an impact on the selling price or the number of Registrable Securities that any participant may sell), the Company shall include in such registration only the number of Registrable Securities, if any, which in the opinion of such Underwriter or Underwriters, or the Company, as the case may be, can be sold without having an adverse effect on the success of the offering and in accordance with the following priority: (i) first, subject to the priority rights of the holders of Bridge Shares pursuant to the Bridge Registration Rights Agreement, Registrable Securities requested to be included in such offering by Holders in the Demanding Group requesting such registration, allocated pro rata among such Demanding Group (based upon the number of Registrable Securities requested to be included in such Demand Registration), (ii) second, pro rata (based upon the number of Registrable Securities or similar securities requested to be included in such registration by such Holders and other Persons, if any) among the other Holders of Registrable Securities and other Persons having similar rights who have requested to include Registrable Securities or similar securities in such registration pursuant to the piggy-back registration provisions of Section 2.2 or other registration rights agreements other than the Bridge Registration Rights Agreement, and (iii) third, securities proposed to be issued by the Company for its own account. (d) Selection of Underwriters. If any Demand Registration is to be in the form of an underwritten offering, the managing Underwriter or Underwriters that will administer the offering shall be selected by the holders of a majority of the Registrable Securities to be included in such offering; provided that such managing underwriter or underwriters must be of recognized national standing and reasonably satisfactory to the Company. The Company shall (together with all Holders of Registrable Securities proposing to distribute Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting in the manner set forth above. (e) Withdrawal. If any Holder of Registrable Securities disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing Underwriter. If by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the 4 maximum of any limitation imposed by the Underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the priority and proportions specified in Section 2.1(c). SECTION 2.2. Piggy-Back Registration . (a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective securityholders of any class of equity security or security convertible into or exchangeable for any class of equity security (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), or a registration filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders or other registrations solely in connection with employee stock options or other employee benefit plans), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a "Piggy-Back Registration"). The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligations pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and complete the sale of shares in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1). (b) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in the foregoing paragraph (a) deliver a written opinion to the Holders of the Registrable Securities proposed to be included in such offering that (i) the size of the offering that the Holders, the Company and such other Persons intend to make or (ii) the kind of securities that the Holders, the Company and any other Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then subject to the priority rights of the holders of Bridge Shares pursuant to the Bridge Registration Rights Agreement, (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders and the amount of securities to be offered for the account of the Company shall be reduced pro rata (based upon the number of Registrable Securities or other securities proposed to be included in such registration by the Holders and the Company) and the amount of securities to be offered for the account of any other Persons (other than the holders of Bridge Shares) shall be reduced to zero; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the amount of securities to be offered for the accounts of Holders and the amount of securities to be offered for the account of the Company shall be reduced pro rata (based upon the number of Registrable Securities or other securities proposed to be included in such registration by the Holders and the Company) and the amount of securities to be offered for the account of such other Persons (other than the holders of Bridge Shares) shall be reduced to zero to the extent necessary, in the judgment of the managing Underwriter, to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering. 5 (c) The Holders of Registrable Securities included within such Piggy-Back Registration may withdraw all or any part of the Registrable Securities from such Piggy-Back Registration at any time (before but not after the effective date of such Registration Statement), by delivering written notice of such withdrawal request to the Company. (d) If the Company shall determine for any reason (x) not to register or (y) to delay a registration which includes Registrable Securities pursuant to this Section 2.2, the Company may, at its election, give written notice of such determination to the Holders of the Registrable Securities and, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights, if any, of any Holder or Holders of Registrable Securities to request that such registration be effected as a Demand Registration under Section 2.1, and (ii) in the case of a delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other shares. ARTICLE III REGISTRATION PROCEDURES SECTION 3.1. Filings; Information . Whenever Registrable Securities are to be registered pursuant to Section 2.1 hereof, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request: (a) The Company will as expeditiously as possible (and in any event within the time period specified in Section 2.1(a)) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company and counsel for the Selling Holders shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and if the offering is an underwritten offering, shall be reasonably satisfactory to the managing Underwriter or Underwriters. The Company will use its best efforts to cause such filed Registration Statement to become and remain continuously effective in accordance with Section 2.1(b). (b) The Company will prior to filing a Registration Statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder and each Underwriter, if any, of the Registrable Securities covered by such Registration Statement copies of such Registration Statement as proposed to be filed, and thereafter furnish to such Selling Holder and Underwriter, if any, such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as such Selling Holder or Underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder. (c) After the filing of the Registration Statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by such Registration Statement of 6 any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) The Company will use its best efforts to (i) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions in the United States as any Selling Holder or managing Underwriter reasonably (in light of such Selling Holder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder and the Underwriters, if any, to consummate the disposition of the Registrable Securities owned by such Selling Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. (e) The Company will immediately notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, and promptly file with the Commission and make available to each Selling Holder any such supplement or amendment. (f) The Company will enter into customary agreements (including an underwriting agreement in customary form if the offering is an underwritten offering) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including, in the case of an offering pursuant to Section 2.1, cooperating in the marketing efforts of the Underwriters and the Selling Holders by, among other things, making available, as reasonably requested by the Underwriters and the Selling Holders, senior executive officers of the Company for attendance at, and active participation with the Underwriters in, informational meetings with prospective purchasers of the Registrable Securities being offered, including meeting with groups of such purchasers or with individual purchasers, providing information and answering questions about the Company at such meetings, and traveling to locations at reasonable times and as reasonably selected by the Underwriters. (g) The Company will make available for inspection by any Selling Holder, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any such Selling Holder or Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such Registration Statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each 7 Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. (h) The Company will furnish to each Selling Holder and to each Underwriter, if any, a signed counterpart, addressed to such Selling Holder or Underwriters of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the holders of a majority of the Registrable Securities included in such offering or the managing Underwriter therefor reasonably requests. (i) If requested by the Selling Holders, the Company will provide a CUSIP number for all Registrable Securities not later than the effective date of the Registration Statement covering such Registrable Securities and provide the Company's transfer agent(s) and registrar(s) for the Registrable Securities with printed certificates for the Registrable Securities. (j) The Company will cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any Underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use its best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Selling Holders or Underwriters, if any, to consummate the disposition of such Registrable Securities. (k) The Company will otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the commencement of any public offering of securities pursuant to the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. (l) The Company will use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed. The Company may require each Selling Holder to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(e) hereof, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended 8 prospectus contemplated by Section 3.1(e) hereof, and, if so directed by the Company, such Selling Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Selling Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective (including the period referred to in Section 3.1(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 3.1(e) hereof to the date when the Company shall make available to the Selling Holders a prospectus supplemented or amended to conform with the requirements of Section 3.1(e) hereof. SECTION 3.2. Expenses. The Company shall pay the following expenses incurred in connection with any registration required hereunder (the "Registration Expenses"), regardless of whether a Registration Statement becomes effective: (i) all registration and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing and engraving expenses, (iv) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (v) all fees and expenses incurred in connection with the listing of the Registrable Securities, (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 3.1(h) hereof), (vii) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and expenses of one counsel (who shall be reasonably acceptable to the Company) for the Holders, (ix) in connection with any underwritten offering or proposed underwritten offering of Registrable Securities hereunder, the reasonable fees and disbursements of the Underwriters and counsel for the Underwriters (excluding any underwriting discounts or commissions with respect to Registrable Securities not being sold for the account of the Company), and reasonable expenses in connection with the marketing efforts of the Underwriters and the Selling Holders, including expenses related to meetings with prospective purchasers of the Registrable Securities and any travel costs related thereto and (xi) fees and expenses associated with any NASD filing required to be made in connection with the registration of the Registrable Securities, including, if applicable, the reasonable fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained in accordance with the rules and regulations of the NASD. ARTICLE IV INDEMNIFICATION AND CONTRIBUTION SECTION 4.1. Indemnification by the Company. The Company agrees to indemnify and hold harmless each Selling Holder, its officers, directors and agents, and each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances under which they were made), except insofar as such losses, claims, damages or liabilities are caused by 9 any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Selling Holder from whom the Person asserting any such loss, claim, damage or liability purchased the Registrable Securities if it is determined that it was the responsibility of such Selling Holder to provide such Person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage or liability. In connection with any underwritten offering, the Company also agrees to indemnify the Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 4.1. SECTION 4.2. Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with reference to information related to such Selling Holder furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf expressly for use in any Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In connection with any underwritten offering, each Selling Holder also agrees to indemnify and hold harmless the Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2. Notwithstanding anything in this Agreement to the contrary, in no event shall any Selling Holder be obligated to provide indemnification hereunder in connection with any offering in an amount that exceeds the proceeds of such offering received by such Selling Holder. SECTION 4.3. Conduct of Indemnification Proceedings . In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (an "Indemnified Party") shall promptly notify the Person against whom such indemnity may be sought (an "Indemnifying Party") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party 10 to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 business days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding. SECTION 4.4. Contribution. If the indemnification provided for in this Article 4 is unavailable to an Indemnified Party in respect of any losses, claims, damages or liabilities referred to herein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities. As between the Company on the one hand and each Selling Holder on the other, the amount of contribution shall be in such proportion as is appropriate to reflect the relative fault of the Company and of each Selling Holder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding anything to the contrary in this Agreement, in no event shall any Selling Holder be obligated to contribute in connection with any offering in an amount that exceeds the proceeds of such offering received by such Selling Holder, minus the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Selling Holders' obligations to contribute pursuant to this Section 4.4 are several and not joint. ARTICLE V MISCELLANEOUS SECTION 5.1. Participation in Underwritten Registrations . No Person may participate in any underwritten registration hereunder unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, 11 indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these Registration Rights. SECTION 5.2. Rule 144. The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. SECTION 5.3. Holdback Agreements. (a)Restrictions on Public Sale by Holder of Registrable Securities. In the case of an underwritten public offering, to the extent not inconsistent with applicable law, each Holder whose securities are included in a Registration Statement agrees, except as part of such public offering, not to effect any public sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the commencement of a public distribution of Registrable Securities, if and to the extent requested by the managing Underwriter or Underwriters. (b) Restrictions on Public Sale by the Company and Others. The Company agrees, on behalf of itself and its Affiliates, (i) not to effect any public sale or distribution of any securities similar to those being registered in accordance with Section 2.1 or Section 2.2 hereof, or any securities convertible into or exchangeable or exercisable for such securities, (in each case other than in connection with the Company's Employee Stock Purchase Plan, Employee Stock Option Plan, Non-Employee Director Stock Ownership Plan, 401(k) Plan or other similar employee stock option or incentive plan) during the 30 days prior to, and during the 180-day period beginning on, the commencement of a public distribution of Registrable Securities (or such other period of time as may be required by the Underwriter effecting such public distribution); and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 under the Securities Act; provided, however, that the provisions of this paragraph (b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities. SECTION 5.4. Specific Performance. Each Holder, in addition to being entitled to exercise all rights provided herein or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. SECTION 5.5. Notices. Any notice, demand or delivery authorized or required by this Agreement shall be in writing and shall be given to the Holder or the Company, as the case may be, at its address (or telecopier number) set forth below, or such other address (or telecopier number) as shall have been furnished to the party giving or making such notice, demand or delivery: 12 If to the Company: American Mobile Satellite Corporation 10802 Parkridge Blvd. Reston, VA 22091 Telecopy: (703) 758-6134 Attention: Randy Segal, General Counsel If to any Holder: at the address and telecopy number set forth in the Guaranty Issuance Agreement. Each such notice, demand or delivery shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified herein and the intended recipient confirms the receipt of such telecopy or (ii) if given by any other means, when received at the address specified herein. SECTION 5.6. No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company hereby represents that the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. In addition, the Company agrees that it will not amend its Certificate of Incorporation, by-laws or other governing documents in any respect that would materially and adversely affect the rights of the Holders hereunder. SECTION 5.7. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby. SECTION 5.8. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 5.9. GOVERNING LAW AND WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF. THE PARTIES HERETO IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. SECTION 5.10. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. SECTION 5.11. Amendments; Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and 13 remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 5.12. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (signature page follows) 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers, as of the date first above written. AMERICAN MOBILE SATELLITE CORPORATION By:/s/ Richard J. Burnheimer _____________________________________ Name: Richard J. Burnheimer Title: Treasurer HUGHES ELECTRONICS CORPORATION By: /s/ Charles H. Noski _____________________________________ Name: Charles H. Noski Title: Senior Vice President and Chief Financial Officer SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Lim Toon ____________________________________ Name: Lim Toon Title: Executive Vice President (International Services) BARON CAPITAL PARTNERS, L.P. By: Baron Capital Management, Inc., a General Partner By: /s/ Morty Schaja __________________________________ Name: Morty Schaja Title: Vice President S-1 -----END PRIVACY-ENHANCED MESSAGE-----