-----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, Oyfa04Ki7gCV7biJKAw7gcicx7woWuF6+s0LaUpZXBaEofMwHWwjNcW1/6GQm77S aCox2FbmjpD7Fkl5EKW23w== 0000950142-98-000298.txt : 19980414 0000950142-98-000298.hdr.sgml : 19980414 ACCESSION NUMBER: 0000950142-98-000298 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980413 SROS: NONE GROUP MEMBERS: SINGAPORE TELECOMMUNICATIONS LTD GROUP MEMBERS: SINGAPORE TELECOMMUNICATIONS LTD. GROUP MEMBERS: TEMASEK HOLDINGS (PRIVATE) LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930976127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42503 FILM NUMBER: 98592316 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 AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* 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) March 31, 1998 - -------------------------------------------------------------------------------- (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 [ ]. 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 NUMBER OF 4,919,046 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 shares WITH 9 SOLE DISPOSITIVE POWER 4,919,046 shares 10 SHARED DISPOSITIVE POWER 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,919,046 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% 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 NUMBER OF 0 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 4,919,046 shares WITH 9 SOLE DISPOSITIVE POWER 0 shares 10 SHARED DISPOSITIVE POWER 4,919,046 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,919,046 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% 14 TYPE OF REPORTING PERSON HC 4 AMENDED SCHEDULE 13D 1/ Item 2. Identity and Background - ------- ----------------------- The first paragraph of Item 2 is amended and restated as follows: This statement is being filed by Singapore Telecommunications Limited ("Singapore Telecom") and Temasek Holdings (Private) Limited ("Temasek"), both of which are Singapore corporations. (Singapore Telecom and Temasek are collectively referred to herein as the "Reporting Persons".) Singapore Telecom is approximately 80% owned by Temasek, with the remaining 20% owned by members of the public. Temasek is wholly owned by the Government of Singapore. The filing of this statement should not be construed as an admission that Temasek is, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), the beneficial owner of any of the securities described herein. 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 - ------------------- 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 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 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 $27,666,667 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 8,451.71 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 8,451.71 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's subsidiary, Singapore Telecom received a warrant from the Issuer entitling it, through June 28, 2001, to purchase 625,000 shares of Common Stock at an exercise price of $24 per share (the "Original Warrant"). The Original 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 Original Warrant could be exercised was limited to the extent that certain financial performance tests restricted the ability of the Issuer's subsidiary to borrow under the long-term financing arrangements. As of July 1, 1996, the Original Warrant was exercisable for only 406,250 shares of Common Stock. On March 27, 1997, Singapore Telecom and the other guarantors of the long-term financing agreed to eliminate these financial performance tests that restricted the borrowing ability of the Issuer's subsidiary. As part of this agreement, Singapore Telecom's warrant was amended (the "Amended Warrant") so as to entitle the holder to purchase 687,500 shares of Common Stock at an exercise price of $13 per share. The Amended Warrant was exercisable in full as of March 27, 1997. 6 On March 31, 1998, as part of the consideration for Singapore Telecom's guaranty of up to $25 million in principal amount of restructured long-term financing extended to the Issuer and the Issuer's subsidiary by lending institutions, (a) the Amended Warrant was further amended so as to change the exercise price to $12.51 per share and the expiration date to March 31, 2005, and (b) Singapore Telecom received another warrant from the Issuer entitling it, through March 31, 2005, to purchase 125,000 shares of Common Stock at an exercise price of $12.51 ("Warrant No. 2"). Both the Amended Warrant and Warrant No. 2 are exercisable in full as of March 31, 1998. To the best knowledge of the Reporting Persons, the funds used by the persons listed in Schedule I or 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. 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 purchases or dispositions 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. 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; 7 (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 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. To the best knowledge of the Reporting Persons, all shares identified in Item 5 below as beneficially owned by persons listed in Schedule I or 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 4,919,046 shares of Common Stock. Of this amount, 4,106,546 shares of Common Stock are owned of record by Singapore Telecom, and 812,500 shares of Common Stock could be obtained by Singapore Telecom upon exercise in full of the Amended Warrant and Warrant No. 2. As noted in Item 2 above, Singapore Telecom is approximately 80% owned by Temasek. The filing of this Statement should not, however, be construed as an admission that Temasek is, for purposes of Section 13(d) of the Act, the beneficial owner of any of the Common Stock beneficially owned by Singapore Telecom. 8 Based upon the information contained in the Issuer's Form 10-K dated March 31, 1998 and other information received from the Issuer, the 4,919,046 shares of Common Stock beneficially owned by Singapore Telecom constitute approximately 15.9% of the Common Stock outstanding as of March 31, 1998.3/ 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: Name of Beneficial Owner Number of Shares Percentage - -------------------------------------------------------------------------------- Lim Toon 2,000 * 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, Inc. ("Investments") and the following affiliates of Investments: Transit Communications, Inc. and Satellite Communications Investments Corporation (collectively with Investments, the "AT&T Entities).4/ The Reporting Persons expressly disclaim beneficial ownership of shares of Common Stock beneficially owned 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. - ------------------- 3/ For the purpose of computing this percentage, the Amended Warrant and Warrant No. 2 were deemed to be exercised in full and the shares of Common Stock issuable upon such exercise were deemed to be outstanding. 4/ 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 Based upon the information set forth in the Issuer's Form 10-K dated March 31, 1998 and other 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: Name of Beneficial Owner Number of Shares Percentage 5/ - -------------------------------------------------------------------------------- Hughes Communications Satellite Services, Inc. 6/ 6,691,622 22.1 Hughes Electronics Corporation 7/ 4,875,000 13.9 --------- ---- Hughes Entities as a Group 11,566,622 33.0 - -------------------------------------------------------------------------------- Space Technologies Investments, Inc. 8/ 1,855,539 6.0 Transit Communications, Inc. 681,818 2.3 Satellite Communications Investments Corporation 8/ 1,344,067 4.4 --------- ---- AT&T Entities as a Group 3,881,424 12.5 (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 - ------------------- 5/ For the purpose of computing the percentage of the Common Stock of the Issuer beneficially owned by each entity listed here, warrants held by each entity were deemed to be exercised in full and the shares of Common Stock issuable upon such exercise were deemed to be outstanding. 6/ 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. 7/ Consists of 4,125,000 shares of Common Stock issuable 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's subsidiary, and 750,000 shares of Common Stock issuable upon the exercise of another warrant that Hughes Electronics received as part of the consideration for a guaranty that it provided in connection with the restructuring of the long-term financing. Each warrant is exercisable through March 31, 2005 at an exercise price of $12.51. 8/ 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. 10 Issuer beneficially owned by it, subject to the effect of the agreements referred to in Item 6. As noted in Item 2 above, Singapore Telecom is approximately 80% owned by Temasek. The filing of this statement should not, however, be construed as an admission that Temasek is, for purposes of Section 13(d) of the Act, the beneficial owner of any of the Common Stock beneficially owned by Singapore Telecom. 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 March 31, 1998, as part of the consideration for Singapore Telecom's guaranty of up to $25 million in principal amount of the restructured long-term financing extended to the Issuer and the Issuer's subsidiary by lending institutions, (i) the Amended Warrant was further amended so as to change the exercise price to $12.51 per share and the expiration date to March 31, 2005, and (ii) Singapore Telecom received Warrant No. 2 from the Issuer, entitling it, through March 31, 2005, to purchase 125,000 shares of Common Stock at an exercise price of $12.51. Both the Amended Warrant and Warrant No. 2 are exercisable in full as of March 31, 1998. 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, except as set forth in the table below: Date of Number of Price per Sale or Name Transaction Shares Share Purchase - ---- ----------- --------- --------- -------- Raphael Leong Sai Mooi 2/13/98 1,000 $8.25 Sale On March 31, 1998, as part of the consideration for Hughes Electronics' guaranty of up to $150 million in principal amount of the restructured long-term financing extended to the Issuer and the Issuer's subsidiary by lending institutions, (i) the existing warrant for 4,125,000 shares of Common Stock held by Hughes Electronics was amended so as to change the exercise price to $12.51 per share and the expiration date to March 31, 2005, and (ii) Hughes Electronics received another warrant from the Issuer entitling it, through March 31, 2005, to purchase 750,000 shares of Common Stock at an exercise price of $12.51. Both of these warrants are exercisable in full as of March 31, 1998. The Reporting Persons are not aware of any 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. 11 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: * * * * * * * * * 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. This Original Warrant entitled Singapore Telecom to purchase from the Issuer 625,000 shares of Common Stock at an exercise price of $24 per share. The Original Warrant was exercisable as of July 1, 1996, subject to certain restrictions, with an expiration date of June 28, 2001. (Section 1 of the Warrant) The exercise of the Original Warrant was 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 Original Warrant was prevented in whole or in part for either of the foregoing reasons, the Issuer was required to provide the holder of the Original Warrant with a payment of funds in lieu of the shares of Common Stock that were not issuable to such holder. (Sections 3 and 4 of the Warrant) The Original Warrant also provided that the number of warrant shares and the exercise price were 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 Original Warrant described above, the number of shares of Common Stock for which the Original Warrant could be exercised was limited to the extent that certain financial performance tests restricted the ability of the Issuer's subsidiary to borrow fully under the long-term loan agreements. (Section 15 of the Warrant) The Original Warrant also provided that the holder was 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 could be exercised. (Section 16 of the Warrant) On March 27, 1997, pursuant to the amendment to the Guaranty Issuance Agreement described above, the Original Warrant was amended (a) to increase the number of shares of Common Stock issuable upon exercise thereof to 12 687,500, (b) to change the exercise price to $13 per share, and (c) to delete Section 15. On March 31, 1998, pursuant to the Second Guaranty Issuance Agreement (described below), this Amended Warrant was further amended so as to (a) change the exercise price to $12.51 per share and (b) change the expiration date to March 31, 2005. On June 28, 1996, the Issuer and each of the Guarantors became parties to the Registration Rights Agreement. This Agreement provided a holder of the Original Warrant or the shares issuable upon the exercise thereof with certain demand and piggyback registration rights. These registration rights remained in effect with respect to the Amended Warrant. The same registration rights were provided to the holders of the warrants issued to the other Guarantors (i.e., Hughes Electronics and Baron). On March 31, 1998, the Agreement was amended to cover the new warrants received by the Guarantors and the shares of Common Stock issuable upon the exercise thereof, and as otherwise described below. * * * * * * * * * The Second Guaranty Issuance Agreement - -------------------------------------- Each of the Guarantors, the Issuer, and AMSC Acquisition, Inc. (a subsidiary of the Issuer) ("AMSC Acquisition") are parties to the Guaranty Issuance Agreement dated March 31, 1998 (the "Second Guaranty Issuance Agreement"). The Second Guaranty Issuance Agreement specifies the consideration to be provided by the Issuer and AMSC Acquisition to the Guarantors for the issuance by the Guarantors of new guaranties of the obligations of the Issuer and AMSC Acquisition under the restructured long-term financing arrangements that closed on March 31, 1998. The closing of the restructured long-term financing occurred simultaneously with the closing of (a) the Issuer's purchase of the ARDIS business from Motorola, Inc., and (b) a high-yield debt offering by AMSC Acquisition (which included warrants for the purchase of Common Stock). Under the Second Guaranty Issuance Agreement, the Issuer agreed to (a) amend existing warrants held by the Guarantors so as change the exercise price from $13 per share to $12.51 per share and the expiration date from June 28, 2001 to March 31, 2005, (b) issue to each Guarantor a new warrant to purchase its respective Pro Rata Share of 1,000,000 shares of Common Stock at an exercise price of $12.51 per share, and (c) execute an amended registration rights agreement covering the old warrants (as amended), the new warrants, and other restricted securities held by the Guarantors. The Pro Rata Share of each Guarantor is equal to the aggregate principal amount of it guaranties divided by $200,000,000. (Section 1) In addition, in consideration for Guarantors' willingness to guarantee the Issuer's obligations under the restructured long-term financing beyond five years, and up to a maximum of eight years, the Second Guaranty Issuance Agreement provides that the Issuer shall pay each Guarantor certain specified fees for each one-year extension of the credit facility beyond the fifth year. The Issuer also agreed to (a) reimburse each Guarantor for all reasonable expenses associated with the 13 negotiation, preparation, administration, and enforcement of the Agreement, the guaranties, and the related documents, and (b) to execute a security and pledge agreement granting the Guarantors a lien and security interest in all of the Issuer's assets to secure the Issuer's obligations under the Agreement, including the Issuer's obligation to reimburse any Guarantor that is required to make any payment under its guaranties. (Sections 1, 2, and 4) The Second Guaranty Issuance Agreement also contains a limited intercreditor agreement among the Guarantors. If any Guarantor makes any payment under its guaranties or acquires any notes or obligations under the long-term loan agreements, thereafter all decisions to act or to refrain from acting with respect to the enforcement of such notes or obligations or the reimbursement obligations contained in Section 13 of the Agreement against the Issuer or AMSC Acquisition (including enforcement with respect to any collateral security therefor) must first be approved in writing by Guarantors having Pro Rata Shares greater than 87%. In addition, if any Guarantor does not make a required payment under one of its guaranties and such payment is made by any other Guarantor, then the defaulting Guarantor is obligated 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 or AMSC Acquisition or with respect to any collateral therefor shall first be paid to the paying Guarantor until such payment obligation of the defaulting Guarantor has been fully satisfied. (Section 13) Warrant No. 2 and the Amended Registration Rights Agreement - ----------------------------------------------------------- Pursuant to the terms of the Second Guaranty Issuance Agreement, the Issuer issued to Singapore Telecom the warrant dated March 31, 1998. This Warrant No. 2 entitles Singapore Telecom to purchase from the Issuer 125,000 shares of Common Stock at an exercise price of $12.51 per share. Warrant No. 2 is exercisable in full as of March 31, 1998, has an expiration date of March 31, 2005, and otherwise contains rights and conditions similar to those contained in the Amended Warrant as amended. On March 31, 1998, the Issuer and each of the Guarantors entered into the Amended and Restated Registration Rights Agreement ("Amended Registration Rights Agreement"). The Amended Registration Rights Agreement provides certain demand and piggyback registration rights with respect to shares of Common Stock issuable upon the exercise of the old warrants and the new warrants, as well as to other restricted securities held by the Guarantors. Item 7. Material to be Filed as Exhibits - ------- -------------------------------- Item 7 is amended and restated in its entirety as follows: Exhibit I -- Joint Filing Agreement dated April 13, 1998 Exhibit II -- Amended and Restated Stockholders' Agreement dated December 1, 1993 (previously filed) 14 Exhibit III -- Right of First Offer Agreement dated November 30, 1993 (previously filed) Exhibit IV -- Letter Agreement dated October 11, 1993 (previously filed) Exhibit V -- Principal Stockholder Holdback and Waiver Agreement dated October 20, 1993 (previously filed) Exhibit VI -- Amended and Restated Limited Partnership Agreement of Mtel Space Technologies, L.P. dated November 18, 1992 (previously filed) Exhibit VII -- Amendment No. 1 to Right of First Offer Agreement dated June 28, 1996 (previously filed) Exhibit VIII -- Guaranty Issuance Agreement dated June 28, 1996 (previously filed) Exhibit IX -- Warrant dated June 28, 1996 (previously filed) Exhibit X -- Registration Rights Agreement dated June 28, 1996 (previously filed) Exhibit XI -- Amendment No. 1 to Guaranty Issuance Agreement dated March 27, 1997 (previously filed) Exhibit XII -- Amendment No. 1 to Warrant Certificates dated March 27, 1997 (previously filed) Exhibit XIII -- Participation Rights Agreement dated December 31, 1997 (previously filed) Exhibit XIV -- Guaranty Issuance Agreement dated March 31, 1998 Exhibit XV -- Amendment No. 2 to Warrant Certificates dated March 31, 1998 Exhibit XVI -- Warrant dated March 31, 1998 Exhibit XVII -- Amended and Restated Registration Rights Agreement dated March 31, 1998 15 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/ Ho Siaw Hong -------------------- Name: Ho Siaw Hong Title: Assistant Vice President (Satellite Services) Dated: April 13, 1998 TEMASEK HOLDINGS (PRIVATE) LTD. By: /s/ Ng Kin Meng ------------------- Name: Ng Kin Meng Title: Senior Vice President/ Company Secretary Dated: April 13, 1998 16 EXHIBIT INDEX The Exhibit Index is amended and restated in its entirety as follows: Exhibit I Joint Filing Agreement dated April 13, 1998 Exhibit II Amended and Restated Stockholders' Agreement dated December 1, 1993 (previously filed) Exhibit III Right of First Offer Agreement dated November 30, 1993 (previously filed) Exhibit IV Letter Agreement dated October 11, 1993 (previously filed) Exhibit V Principal Stockholder Holdback and Waiver Agreement dated October 20, 1993 (previously filed) Exhibit VI Amended and Restated Limited Partnership Agreement of Mtel Space Technologies, L.P. dated November 18, 1992 (previously filed) Exhibit VII Amendment No. 1 to Right of First Offer Agreement dated June 28, 1996 (previously filed) Exhibit VIII Guaranty Issuance Agreement dated June 28, 1996 (previously filed) Exhibit IX Warrant dated June 28, 1996 (previously filed) Exhibit X Registration Rights Agreement dated June 28, 1996 (previously filed) Exhibit XI Amendment No. 1 to Guaranty Issuance Agreement dated March 27, 1997 (previously filed) Exhibit XII Amendment No. 1 to Warrant Certificates dated March 27, 1997 (previously filed) Exhibit XIII Participation Rights Agreement dated December 31, 1997 (previously filed) Exhibit XIV Guaranty Issuance Agreement dated March 31, 1998 Exhibit XV Amendment No. 2 to Warrant Certificates dated March 31, 1998 Exhibit XVI Warrant dated March 31, 1998 17 Exhibit XVII Amended and Restated Registration Rights Agreement dated March 31, 1998 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 April 13, 1998 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 13th day of April 1998. SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Ho Siaw Hong -------------------- Name: Ho Siaw Hong Title: Assistant Vice President (Satellite Services) TEMASEK HOLDINGS (PRIVATE) LTD. By: /s/ Ng Kin Meng ------------------- Name: Ng Kin Meng Title: Senior Vice President/ Company Secretary EX-14 3 EXHIBIT 14 EXHIBIT XIV GUARANTY ISSUANCE AGREEMENT --------------------------- THIS GUARANTY ISSUANCE AGREEMENT (this "Agreement") dated as of March 31, 1998 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"), AMERICAN MOBILE SATELLITE CORPORATION, a Delaware corporation ("AMSC Parent"), and AMSC ACQUISITION COMPANY, INC., a Delaware corporation and a new wholly-owned subsidiary of AMSC Parent ("AMSC Acquisition"). RECITALS: WHEREAS, each of Hughes, SingTel and Baron is, directly or indirectly, a shareholder of AMSC Parent; WHEREAS, AMSC Subsidiary Corporation ("AMSC Sub"), a Delaware corporation dually incorporated as a Virginia public service corporation and a wholly-owned subsidiary of AMSC Parent, AMSC Parent and Hughes Communications Satellite Services, Inc. ("Hughes Communications") have entered into that certain Bridge Loan Agreement dated as of December 30. 1997 (the "Hughes Bridge Loan"), pursuant to which AMSC Sub has issued a term note in the aggregate face amount of $10,000,000 to Hughes Communications; WHEREAS, AMSC Parent, AMSC Sub, the banks parties thereto, Morgan Guaranty Trust Company of New York ("Morgan"), as Documentation Agent, and Toronto Dominion (Texas), Inc. ("Toronto Dominion"), as Administrative Agent, have entered into that certain $150,000,000 Credit Agreement dated as of June 28, 1996, providing for up to $150,000,000 of term loans (the "Existing Term Loan Agreement"), and that certain $75,000,000 Credit Agreement dated as of June 28, 1996, providing for up to $75,000,000 of revolving loans (the "Existing Revolving Credit Agreement" and together with the Existing Term Loan Agreement, the "Existing Credit Agreement"); WHEREAS, each of Hughes, SingTel and Baron has issued a guaranty of a portion of the obligations of AMSC Sub under the Existing Credit Agreements (collectively, the "Existing Guaranties"); WHEREAS, AMSC Parent and AMSC Acquisition, the owner of all of the outstanding shares of capital stock of AMSC Sub. now propose, inter alia, to renegotiate the existing indebtedness under the Existing Credit Agreements by (i) AMSC Acquisition entering into that certain $100,000,000 Revolving Credit Agreement with Morgan, Toronto Dominion and the banks party thereto providing for up to $100,000,000 of revolving loans (the "Revolving Credit Agreement"), and (ii) AMSC Parent entering into that certain $100,000,000 Term Credit Agreement with Morgan, Toronto Dominion and the banks party thereto providing for up to $100,000,000 of term loans (the "Term Credit Agreement" and, together with the Revolving Credit Agreement, the "Credit Agreements"); WHEREAS, in order to obtain the financing under the Revolving Credit Agreement, AMSC Acquisition and AMSC Parent have requested that each of Hughes, SingTel and Baron issue a guaranty of a portion of the obligations of AMSC Acquisition under the Revolving Credit Agreement in substantially the form attached hereto as Exhibit A-l, and in order to obtain the financing under the Term Credit Agreement, AMSC Parent has requested that each of Hughes, SingTel and Baron issue a guaranty of a portion of the obligations of AMSC Parent under the Term Credit Agreement in substantially the form attached hereto as Exhibit A-2 (each, a "Guaranty" and collectively, the "Guaranties"), effective upon the repayment in full of the Existing Credit Agreements and other conditions set forth in Section 2 hereof; and WHEREAS, each of Hughes, SingTel and Baron is willing to issue several Guaranties on the terms, and subject to the conditions, set forth herein (the parties which issue Guaranties hereunder are hereafter referred to individually as "Guarantor" and collectively, "Guarantors"). AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, the parties hereto hereby agree as follows: 1. Consideration for the Issuance of the Guaranties. (a) In consideration of the issuance of the respective Guaranties by the Guarantors, and 2 concurrently with (and conditioned upon) the issuance of these Guaranties, AMSC Parent shall (i) amend existing warrants held by the Guarantors (the "Existing Warrants") such that (x) the exercise price is changed from $13 per share to $12.51 per share and (y) the expiration date is changed from June 28, 2001 to March 31, 2005 (as amended, the "Amended Warrants"), (ii) issue to each Guarantor a new warrant (collectively the "New Warrants") to purchase its "Pro Rata Share" (as defined below) of 1,000,000 shares of the Common Stock, par value $.01 per share, of AMSC Parent at an exercise price of $12.51 per share, on the terms described in the form of warrant attached hereto as Exhibit B, and (iii) execute an amended registration rights agreement covering the Amended Warrants, the New Warrants and other restricted securities held by the Guarantors, in the form attached hereto as Exhibit C (the "Amended Registration Rights Agreement"). For purposes of this Agreement, the "Pro Rata Share" of a Guarantor shall be calculated by dividing such Guarantor's aggregate Guaranteed Principal Amounts (as defined and specified in each of its Guaranties) by $200,000,000. (b) In consideration of Guarantors' willingness to guarantee AMSC Parent's obligations under the Term Credit Agreement beyond five years, and up to a maximum of eight years, AMSC Parent shall pay to each Guarantor the following fees for each one-year extension of the credit facility pursuant to Section 2.12 of the Term Credit Agreement, payable at the time of each such extension:(i) one percent (1%) of the Guaranteed Principal Amount (as defined and specified in its Guaranty of the obligations under the Term Credit Agreement) upon the first one-year extension, if any, of the credit facility under the Term Credit Agreement, (ii) two percent (2%) of the Guaranteed Principal Amount (as defined and specified in its Guaranty of the obligations under the Term Credit Agreement) upon the second one-year extension, if any, of the credit facility under the Term Credit Agreement and (iii) three percent (3%) of the Guaranteed Principal Amount (as defined and specified in its Guaranty of the obligations under the Term Credit Agreement) upon the third one-year extension, if any, of the credit facility under the Term Credit Agreement. 2. Conditions to the Issuance of the Guaranties. The obligations of each Guarantor to issue its Guaranties are severally subject to the following conditions: (1) Each Guarantor shall have received evidence satisfactory to it that the obligations of AMSC Sub and AMSC Parent under the Hughes Bridge Loan have been satisfied in full. (2) Each Guarantor shall have received evidence satisfactory to it that the obligations of AMSC Sub and AMSC Parent under the Existing Credit Agreements shall have been satisfied in full, the Banks party to the Existing Credit 3 Agreements shall have irrevocably released their respective rights thereunder and each of the Existing Guaranties shall have been released; (3) AMSC Parent shall have executed and delivered to each Guarantor its Amended Warrant, its New Warrant and the Amended Registration Rights Agreement, as set forth in Section 1 hereof; (4) AMSC Parent shall have executed and delivered to the Guarantors (a) a security and pledge agreement in favor of the Banks under the Term Credit Agreement (as defined therein) granting the Banks a lien and security interest in all of its assets to secure AMSC Parent's obligations under the Term Credit Agreement (the "Term Loan Security and Pledge Agreement"), and (b) a security and pledge agreement in favor of the Guarantors granting the Guarantors a second lien and security interest in all of its assets to secure AMSC Parent's obligation under Section 13 of this Agreement to reimburse a Guarantor that makes any payment under its Guaranty of obligations under the Revolving Credit Agreement (the "Reimbursement Security and Pledge Agreement" and, together with the Term Loan Security and Pledge Agreement, the "Security and Pledge Agreements"), and each Guarantor shall have received evidence satisfactory to it that such liens and security interests have been duly perfected; (5) Each of AMSC Acquisition and AMSC Parent shall have received all consents and approvals (including from shareholders) required to enter into this Agreement, the Amended Warrants, the New Warrants, the Amended Registration Rights Agreement, the Term Loan Security and Pledge Agreement and the Reimbursement Security and Pledge Agreement (collectively, the "GIA Documents") and to perform its obligations thereunder, and shall have delivered copies of all such consents and approvals to each Guarantor; (6) Each Guarantor shall have approved the form and substance of each of the Credit Agreements and all documents and instruments delivered in connection therewith, and shall have received evidence satisfactory to it of the execution and delivery thereof; (7) Each Guarantor shall have received copies, certified by the Secretary of each of AMSC Acquisition and AMSC Parent, of resolutions duly adopted by the Board of Directors of the applicable party approving each of the Credit Agreements and GIA Documents and the transactions contemplated thereby. (8) Each Guarantor shall have received all documents and instruments delivered in connection with the high yield debt offering by AMSC 4 Acquisition and such offering shall have closed and resulted in minimum net proceeds of $140,000,000 to AMSC Acquisition; (9) Each Guarantor shall have received the written opinions of counsel to AMSC Acquisition and AMSC Parent as to the due authorization, execution and enforceability of each of the GIA Documents and the lack of any conflict between each GIA Document and any other agreement to which AMSC Acquisition or AMSC Parent may be a party, in form and substance satisfactory to each Guarantor; (10) Each Guarantor shall have received evidence satisfactory to it that each of the other Guarantors shall have concurrently issued its Guaranties; (11) There shall have been no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of AMSC Parent or AMSC Acquisition since September 30, 1997, except as set forth in the Preliminary Offering Memorandum dated March 9, 1998 with respect to the high yield debt offering by AMSC Acquisition; and (12) Each Guarantor shall have received in full the consideration under Section 1 hereof and the amounts outstanding under Section 4 hereof (to the extent invoices have been supplied to AMSC Parent). 3. Covenants of AMSC Acquisition and AMSC Parent; Guaranty Issuance Agreement Events of Default. (a) (i) AMSC Parent shall maintain at all times during each calendar quarter set forth below, such maintenance to be evidenced at the end of each such calendar quarter on a consolidated basis, a ratio of (x) the Indebtedness (as defined in the Credit Agreements) of AMSC Parent and its Subsidiaries (as defined in the Credit Agreements) to (y) EBITDA (as defined below) for AMSC Parent and its consolidated Subsidiaries determined on the basis of the twelve-month period ending on the last day of such calendar quarter, in each case not in excess of the ratio set forth below for such calendar quarter: For the calendar quarter ending on Maximum Ratio ----------------- ------------- September 30, 2000 31.0 to 1.00 December 31, 2000 18.5 to 1.00 5 March 31,2001 13.0 to 1.00 June 30, 2001 10.5 to 1.00 September 30, 2001 8.5 to 1.00 December 31, 2001 7.0 to 1.00 March 31, 2002 6.0 to 1.00 June 30, 2002 5.5 to 1.00 September 30, 2002 5.0 to 1.00 December 31, 2002 4.5 to 1.00 For purposes of this Section 3(a)(i), "EBITDA" shall mean, for any period, for AMSC Parent on a consolidated basis, determined in accordance with GAAP (as defined in the Credit Agreements), the sum of (i) the net income (or net loss) plus (ii) all amounts treated as expenses for depreciation and interest and the amortization of intangibles of any kind to the extent included in the determination of such net income (or loss), plus (iii) all taxes on or measured by gross or net income to the extent included in the determination of such net income (or loss). For purposes of the foregoing, notwithstanding any requirement of GAAP to the contrary, "net income" shall exclude: (A) any restoration to income of any contingency or non-recurring charge reserves, except to the extent that provision for such reserve was made out of income accrued during such period and except for normal accruals and reversals in the ordinary course of business; (B) any write-up or write-down of any asset, and all equity and earnings or losses of unconsolidated investments in joint ventures, Subsidiaries, and other business organizations; (C) any net gain from the collection of the proceeds of life insurance policies; (D) any gain or loss arising from the acquisition of any securities or Indebtedness and any net loss arising from the exercise or grant of any warrant or option; (E) any deferred credit representing the excess of equity in any Person (as defined in the Credit Agreements) at the date of acquisition over the cost of the investment in such Person; 6 (F) any proceeds received pursuant to the Satellite Lease Agreement dated as of December 2, 1997 between AMSC Parent and African Continental Telecommunications Ltd., less the expenses described in the letter agreement dated December 2, 1997 from AMSC Parent to Guarantors; (G) any aggregate net gain (or loss) during such period arising from the sale, exchange, lease or other disposition of capital assets (such term to include all fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets, and all securities) other than (i) any sale, exchange or other disposition in the ordinary course of business and (ii) any sale, exchange or disposition of equipment utilized in the business of AMSC Parent; (H) all extraordinary items; and (I) any change in accruals for long-term (more than one year) personnel-related costs, such as vacation time, pension liabilities and retires insurance. (ii) The aggregate amount of Service Revenue (as defined below) of AMSC Parent and its Subsidiaries determined on the basis of the twelvemonth period ending on any date set forth below shall not be less than the amount set forth below for such twelve-month period: For the twelve-month period ending on Minimum Service Revenue -------------------- ----------------------- December 31, 1998 $ 65,000,000 March 31, 1999 71,000,000 June 30, 1999 79,000,000 September 30, 1999 88,000,000 December 31, 1999 98,000,000 March 31, 2000 111,000,000 June 30, 2000 125,000,000 September 30, 2000 139,000,000 December 31, 2000 153,000,000 March 31, 2001 167,000,000 June 30, 2001 179,000,000 September 30, 2001 191,000,000 December 31, 2001 203,000,000 7 March 31, 2002 214,000,000 June 30, 2002 225,000,000 September 30, 2002 236,000,000 December 31, 2002 249,000,000 For purposes of this Section 3(a)(ii), "Service Revenue" shall mean, for any period, for AMSC Parent on a consolidated basis, gross revenues from services including, but limited not to, data service and mobile voice communications service. For purposes of the foregoing, "Service Revenue" shall not include revenues derived from sales of equipment or lease proceeds. (b) The occurrence of any one or more of the following events (regardless of the reason thereof) shall constitute a "Guaranty Issuance Agreement Event of Default" hereunder: (1) An "Event of Default" under any of the Credit Agreements (as defined therein), except any Event of Default specified in Section 6.01(k) or (m) of the Revolving Credit Agreement or Section 6.01(k) or (n) of the Term Credit Agreement, shall occur; (2) AMSC Acquisition or AMSC Parent shall fail or neglect to perform, keep or observe any covenant or agreement contained in Section l(b) Section 3(a) or Section 13 hereof; or (3) Any representation or warranty made or deemed made in Section 12 hereunder by AMSC Acquisition or AMSC Parent shall prove to have been incorrect in any material respect when made or deemed made. Upon the occurrence of a Guaranty Issuance Agreement Event of Default, Guarantors having Pro Rata Shares greater than 87% ("Requisite Guarantors") may, at their option, deliver written notice of such occurrence to the Administrative Agent or the Banks under each of the Credit Agreements. Any notice by Requisite Guarantors in accordance with this Section 3 shall constitute notice of the existence of a Guaranty Issuance Agreement Event of Default under Section 6.01(u) of each Credit Agreement. 4. Expenses. Each of AMSC Acquisition and AMSC Parent jointly and severally agrees that it will, upon demand, pay to the each Guarantor the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and 8 expenses of such Guarantor's counsel and of any experts and agents, which such Guarantor may incur in connection with (i) the negotiation, preparation or administration of each GIA Document and each Guaranty (including costs and expenses of providing any consents or waivers), (ii) the exercise or enforcement of any of the rights and remedies hereunder of such Guarantor, or (iii) the failure by AMSC Acquisition or AMSC Parent to perform or observe any of the provisions hereof. 5. 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 that the provisions of Section 3(a) hereof may be amended or waived by written agreement executed by Requisite Guarantors, AMSC Acquisition and AMSC Parent. Any action by Requisite Guarantors to amend or waive any provisions of Section 3(a) hereof in accordance with this Section 5 shall bind all Guarantors. 6. No Waiver; Remedies. No failure on the part of any Guarantor to exercise, and no delay in its 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 or any other Guarantor except as otherwise provided in Sections 3 or 5 hereof with respect to actions taken by Requisite Guarantors. Any Guarantor may specifically waive any breach of this Agreement by AMSC Acquisition or AMSC Parent; PROVIDED that (x) no such waiver shall be effective or binding unless in writing, (y) except as otherwise specifically provided in Section 5 hereof with respect to certain waivers by Requisite Guarantors, no such waiver shall be effective as to any Guarantor that has not provided a written 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. 7. Notices, Etc. (a) AMSC Parent and AMSC Acquisition shall promptly provide to each Guarantor (i) a copy of any notice provided to or received from the Banks or an agent thereof under either Credit Agreement, (ii) notice concerning any reduction of commitments or prepayment of principal under either Credit Agreement and (iii) notice concerning any Default, Event of Default or anticipated Event of Default under either Credit Agreement. (b) 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 9 Exhibit D 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 7 when confirmation of receipt is received; or if given by any other means, when delivered. 8. 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 to circumstances or jurisdictions other than those as to which it is held invalid, illegal or unenforceable. 9. Further Assurances. AMSC Acquisition 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. 10. 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. 11. 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. 12. Representations and Warranties of AMSC Acquisition and AMSC Parent. Each of AMSC Acquisition and AMSC Parent represents and warrants to each Guarantor that: (a) Each of AMSC Acquisition and AMSC Parent is a corporation duly organized, validly existing and in good standing under the laws of the 10 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 Acquisition and AMSC Parent, and none of the execution and delivery hereof, the consummation of the transactions contemplated hereby (including the issuance of the Amended Warrants and the New Warrants and the issuance of the common stock of AMSC Parent upon exercise of the Amended Warrants or New Warrants, the registration of such stock pursuant to the Amended Registration Rights Agreement and the granting of liens and security interests by AMSC Parent in all of its assets under the Security and Pledge Agreements) or compliance by AMSC Acquisition and AMSC Parent with any of the terms and provisions hereof or of any of the other Documents (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 Acquisition or AMSC Parent other than such approvals or consents as have been obtained, (ii) contravenes any law, judgment, governmental rule or regulation or order applicable to or binding on AMSC Acquisition 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 Acquisition and its subsidiaries taken as a whole or AMSC Parent and its subsidiaries taken as a whole or on the ability of AMSC Acquisition and AMSC Parent to perform any of its obligations under this Agreement or any of the other Documents, (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 Acquisition or AMSC Parent is a party or by which AMSC Acquisition or AMSC Parent or any of their respective properties may be bound, or (iv) contravenes its corporate charter or by-laws. (c) Neither the execution, delivery and performance by AMSC Acquisition and AMSC Parent of this Agreement nor the consummation of any of the transactions contemplated hereby (including the issuance of the Amended Warrants and the New Warrants and the issuance of the common stock of AMSC Parent upon the exercise of any Amended Warrants or New Warrants and the granting of liens and security interests by AMSC Parent in all of its assets under the Security and Pledge Agreements) 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 or any recording, filing or other action under the Security and Pledge Agreements. 11 (d) This Agreement constitutes, and the other Documents will, upon execution thereof, constitute, the legal, valid and binding obligation of each of AMSC Acquisition and AMSC Parent, enforceable against AMSC Acquisition 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, 1996, 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. (f) AMSC Parent has duly reserved shares of its Common Stock for issuance upon exercise of the Amended Warrants and the New Warrants. (g) An independent committee of the board of directors of AMSC Parent (i) has concluded, based on such expert advice as it deems appropriate, that the consideration provided to Guarantors pursuant to this Agreement is fair to AMSC Acquisition and AMSC Parent from a financial point of view, and (ii) has approved AMSC Parent's entering into this Agreement. 13. Reimbursement Agreement. If Hughes, SingTel or Baron makes any payment under its Guaranties, each of AMSC Acquisition and AMSC Parent agrees that it shall jointly and severally reimburse such Guarantor for such payment, and that such Guarantor will be fully subrogated to the extent of such payment to the rights and remedies (including any collateral security or rights therein) of the lenders under the Credit Agreements. If Hughes, SingTel or Baron acquires any notes evidencing the loans under either Credit Agreement, or any obligations in respect of loans made or to be made under either Credit Agreement, then such Guarantor shall have the full benefit of all of the rights and remedies (including any collateral security) of a lender under the applicable Credit Agreement. Any such acquisition of notes does not impair or extinguish any rights Guarantors have under this Agreement. Neither Hughes, SingTel nor Baron shall have any duties to AMSC Acquisition or AMSC Parent with respect to the exercise or non-exercise of any rights or remedies to which the lenders are entitled under the notes or the Credit Agreements. 12 14. Intercreditor Agreements. (a) If Hughes, SingTel or Baron makes any payment under its Guaranties or acquires any notes or obligations under either of the Credit Agreements, thereafter all decisions to act or refrain from acting with respect to the enforcement of such notes or obligations (whether acquired by subrogation or otherwise) or the reimbursement obligations contained in Section 13 hereof against AMSC Acquisition or AMSC Parent (including enforcement with respect to any collateral security therefor) must first be approved in writing by Requisite Guarantors. 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 Guaranties (a "defaulting Guarantor"), and such payment is made by any other Guarantor (a "funding Guarantor") even though the funding Guarantor has no obligation to make such payment, then the defaulting Guarantor shall reimburse the funding Guarantor for such payments on demand, and any amounts which would otherwise be payable to the defaulting Guarantor by AMSC Acquisition or AMSC Parent or with respect to any collateral therefor shall first be paid to the funding Guarantor until such payment obligation of the defaulting Guarantor has been fully satisfied. If, notwithstanding the foregoing, the defaulting Guarantor receives such payment, it shall hold the payment in trust for the funding Guarantor. For purposes of this Agreement, 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 until the defaulting Guarantor has fully satisfied its payment obligation to the funding Guarantor. The funding Guarantor shall be subrogated to the rights of the lenders to enforce the Guaranty of the defaulting Guarantor to the extent of the defaulting Guarantor's payment obligation to the funding Guarantor. 13 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer. AMSC ACQUISITION COMPANY, INC. SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Gary M. Parsons By: /s/ Yap Chee Keong - -------------------------- ------------------------- Name: Name: Yap Chee Keong Title: Title: Group Financial Controller AMERICAN MOBILE SATELLITE BARON CAPITAL PARTNERS, L.P., CORPORATION a Delaware limited partnership By: /s/ Gary M. Parsons By: Baron Capital Management, Inc. - -------------------------- a general partner Name: Title: By: /s/ Morty Shaja ---------------------- Name: Morty Shaja Title: HUGHES ELECTRONICS CORPORATION By: /s/ Amnon Carr - --------------------- Name: Amnon Carr Title: Assistant Treasurer 14 Exhibit A-1 [Form of Guaranty -- Omitted] Exhibit A-2 [Form of Guaranty -- Omitted] EXHIBIT B [Form of Warrant -- Omitted] [See Exhibit XVI to Schedule 13D] EXHIBIT C [Form of Amended and Restated Registration Rights Agreement -- Omitted] [See Exhibit XVII to Schedule 13D] EXHIBIT D Notice Addresses AMERICAN MOBILE SATELLITE CORPORATION AMSC ACQUISITION COMPANY, INC. 10802 Parkridge Blvd. Reston, Virginia 22091 Attention: Chief Financial Officer Fax: (703) 758-6142 HUGHES ELECTRONICS CORPORATION 200 North Sepulveda Blvd. 18th Floor MS-A150 El Segundo, California 90245-0956 Attention: Amnon Carr Fax: (310) 640-1715 SINGAPORE TELECOMMUNICATIONS LTD. 31 Exeter Road #03-00 Comcentre III Singapore 239734 Republic of Singapore Attention: Yap Chee Keong Fax: 011-65-738-8144 BARON CAPITAL PARTNERS, L.P. 767 Fifth Avenue 24th Floor New York, New York 10153 Attention: Morty Schaja Fax: (212) 759-7529 EX-15 4 EXHIBIT 15 EXHIBIT XV AMENDMENT NO. 2 TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF COMMON STOCK OF AMERICAN MOBILE SATELLITE CORPORATION AMENDMENT, dated as of March 31, 1998, to each of those Warrant Certificates dated as of June 28, 1996 (the "Warrants" and capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Warrants), issued by American Mobile Satellite Corporation (the "Company") to each of Hughes Electronics Corporation, Singapore Telecommunications Ltd. and Baron Capital Partners, L.P. (collectively, the "Holders"). W I T N E S S E T H: WHEREAS, the Company previously issued to the Holders Warrants that represented in the aggregate the right to purchase 5,000,000 shares of Common Stock at an Exercise Price of $24.00 per share; WHEREAS, the Company and the Holders previously agreed to Amendment No. 1 to the Warrants dated March 27, 1997 ("Amendment No. 1"), which amended the Warrants so that they represented in the aggregate the right to purchase 5,500,000 shares of common stock at an Exercise Price of $13 per share; WHEREAS, the Company, the Holders and AMSC Acquisition Company, Inc. are entering into, on the date hereof, a new Guaranty Issuance Agreement related to the restructuring of the Company's existing indebtedness and the issuance of new guaranties by the Holders (the "1998 Guaranty Issuance Agreement"). WHEREAS, as contemplated by the 1998 Guaranty Issuance Agreement, the parties hereto desire to amend certain terms of the Warrants. NOW, THEREFORE, the undersigned parties hereto agree as follows: SECTION 1. AMENDMENTS. (a) Section 1 of each of the Warrants is hereby amended by (i) modifying the definition of "Exercise Price" to read in its entirety as follows: "Exercise Price" means initially $12.51 per Warrant Share, as adjusted from time to time, and (ii) modifying the definition of "Expiration Date" to read in its entirety as follows: "Expiration Date" means March 31, 2005, at 5:00 p.m. New York City time. (b) Section 10C. of each of the Warrants is hereby amended to read in its entirety as follows: 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, including, without limitation, any action taken in connection with the warrants dated as of March 31, 1998 issued in connection with the offering by the Company and AMSC Acquisition Company, Inc. ("AMSC Acquisition") of units consisting of 12 1/4% Senior Notes due 2008 of AMSC Acquisition and warrants to purchase Common Stock, 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 of B hereof with respect to such event or for such other reason. (c) Section 16 of each of the Warrants is hereby amended by replacing the words "Registration Rights Agreement dated as of June 28, 1996" in the third line thereof with the words "Amended and Restated Registration Rights Agreement dated as of March 31, 1998." SECTION 2. REAFFIRMANCE. Except as expressly amended hereby, the terms of the Warrants remain unchanged and the Warrants, as amended hereby, are in full force and effect. SECTION 3. ISSUANCE OF REPLACEMENT WARRANT. Upon the request of any Holder, the Company promptly shall issue a new Warrant, incorporating the amendments effected hereby and the amendments effected by Amendment No. 1, to replace the presently outstanding Warrant held by such Holder. 2 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 2 by its duly authorized officer as of the day and year first set forth above. AMERICAN MOBILE SATELLITE SINGAPORE TELECOMMUNICATIONS CORPORATION LTD. By: /s/ Gary M. Parsons By: /s/ Yap Chee Keong - -------------------------- ------------------------- Name: Name: Yap Chee Keong Title: Title: Group Financial Controller HUGHES ELECTRONICS BARON CAPITAL PARTNERS, L.P., CORPORATION a Delaware limited partnership By: /s/ Amnon Carr By: Baron Capital Management, Inc. - --------------------- a general partner Name: Amnon Carr Title: Assistant Treasurer By: /s/ Ronald Baron ----------------------- Name: Title: EX-16 5 EXHIBIT 16 EXHIBIT XVI 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. 5 Warrant to Purchase 125,000 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, One Hundred and Twenty Five Thousand (125,000) (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. 1. 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 Owned 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. "Board of Directors" means the Board of Directors of the Company. "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. "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 $12.51per Warrant Share, as adjusted from time to time. "Expiration Date" means, March 31, 2005 at 5:00 p.m. New York City time. "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 Date on the trading day two trading days prior to such date, minus (y) the Exercise Price. "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. 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 2 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 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; 3 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'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 3B 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 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 (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 4 pursuant to the foregoing Sections 2 and 3 that are not issuable to such Exercising Holder pursuant to the foregoing clause (i), and (y) 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 5 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. 9. LOSS OR DESTRUCTION OF WARRANT CERTIFICATE. Upon receipt by the Company of evidence satisfactory to it (in the exercise of is 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 relied 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 marker 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 6 exchangeable for, Common Stock of the Company, including, without limitation, any action taken in connection with the warrants dated as of March 31, 1998 issued in connection with the offering by the Company and AMSC Acquisition Company, Inc. ("AMSC Acquisition") of units consisting of 12 1/4% Senior Notes due 2008 of AMSC Acquisition and warrants to purchase Common Stock, 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 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 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(1) + E x W ---- W(1) Where: E(1) = the adjusted Exercise Price per share following the adjustment of Warrant Share Amount. E = the Exercise Price prior to adjustment. 7 W(1) = 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 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 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 serving 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 nor 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 8 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 be, at its address (or facsimile number) set forth below, or such other address (or facsimile 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 Facsimile: (703) 758-6134 Attention: Randy Segal, General Counsel If to the Holder: Singapore Telecommunications Ltd. 31, Exeter Road, Comcenter, #22-00 Singapore, 239732 Republic of Singapore Facsimile No. (65) 732-0673/(65) 734-8119 Attention: Mr. Ho Siaw Hong Each such notice, demand or delivery shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified herein and the intended recipient confirms the receipt of such facsimile or (ii) if given by any other means, when received at the address specified herein. 9 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 (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. 10 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. 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 an Amended and Restated Registration Rights Agreement dated as of March 31, 1998, 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 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. 16. 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. 17. 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 thereof, 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 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. 18. 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 March __, 1998. AMERICAN MOBILE SATELLITE CORPORATION By: /s/ Gary M. Parsons ----------------------- Name: Title: Acknowledged and Agreed: SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Yap Chee Keong - ---------------------- Name: Yap Chee Keong Title: Group Financial Controller 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 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:____________________________________________________________________] 13 WARRANT EXERCISE SUBSCRIPTION NOTICE (To be executed only upon exercise of the Warrant) 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 hereinafter set forth. Date:____________________ -------------------------------------- (Signature of Owner) -------------------------------------- (Street Address) -------------------------------------- (City) (State) (Zip Code) 14 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:____________________________________________________ 15 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 and 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 16 EX-17 6 EXHIBIT 17 EXHIBIT XVII AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ----------------------------- AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of March 31, 1998 among American Mobile Satellite Corporation, a Delaware corporation (the "Company"), Hughes Electronics Corporation ("Hughes"), Singapore Telecommunications Ltd. ("Singapore Telecom"), and Baron Capital Partners, L.P. (collectively, the "Guarantors") and each other Person who executes this Agreement. W I T N E S S E T H: WHEREAS, the Company and the Guarantors are parties to a certain Registration Rights Agreement (the "1996 Registration Rights Agreement") dated as of June 28, 1996 entered into in connection with the Guarantee Issuance Agreement dated as of June 28, 1996, as previously amended, and the warrants to purchase common stock, par value $0.01 per share, of the Company issued in connection therewith; and WHEREAS, in order to induce the Guarantors to issue new Guaranties in connection with the restructuring of the Company's existing indebtedness, the Company has agreed, pursuant to a new Guaranty Issuance Agreement dated as of March 31, 1998 (the "1998 Guaranty Issuance Agreement"), to amend and restate the 1996 Registration Rights Agreement to (i) extend the expiration date for demand registration rights with respect to the existing warrants, (ii) provide registration rights for the warrants to be issued pursuant to the 1998 Guaranty Issuance Agreement, and (iii) provide registration rights for other restricted securities held by the Guarantors; NOW, THEREFORE, the parties hereto agree that the 1996 Registration Rights Agreement is hereby amended and restated to read in full as follows: ARTICLE I 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, fight, 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 Registrable Securities. "Motorola Registration Rights Agreement" means the Registration Rights Agreement dated as of March 31, 1998 between the Company and Motorola, Inc. "NASD" means the National Association of Securities Dealers, Inc. "Participation Rights Agreement" means the Participation Rights Agreement dated as of December 31, 1997 among the Company, Motorola, Inc. ("Motorola"), Hughes, Singapore Telecom and AT&T Wireless Services, Inc. 2 "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 and any other shares of Common Stock beneficially owned by the Guarantors that constitute "restricted securities" as such term is defined in Rule 144 under the Securities Act until (i) a Registration Statement covering such Warrant Shares or other shares has been declared effective by the Commission and they have been disposed of pursuant to such effective Registration Statement, (ii) such Warrant Shares or other shares 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 or the agreement pursuant to which they were issued and they may be freely resold at one time 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. "Selling Holder" means a Holder who is selling Registrable Securities pursuant to a Registration Statement under the Securities Act. "Subordination Termination Date" has the meaning set forth in Section 4 of the Participation Rights Agreement. "Underwriter" means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer's market-making activities. "Unit Offering" means the offering of 335,000 Units, each consisting of $1,000 principal amount of 12 1/4% Senior Notes of AMSC Acquisition Company, Inc. and one warrant to purchase 3.75749 shares of Common Stock, pursuant to the Offering Memorandum dated March 31, 1998. "Unit Warrants Registration Rights Agreement" means the Registration Rights Agreement dated as of March 31, 1998 among the Company, Bear Stearns & Co. Inc., J.P. Morgan Securities, Inc., TD Securities (USA) Inc. and Banc America Robertson Stephens entered into in connection with the Unit Offering. 3 "Warrants" means the warrants dated June 28, 1996, as amended through the date hereof and as may be further amended from time to time, and the warrants dated March 31, 1998, as the same may be amended from time to time, to purchase Common Stock issued to the Guarantors. "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, fight, 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. (a) Right to Demand. At any time and from time to time prior to March 31, 2005, Holders of Registrable Securities representing at least 25% of the aggregate number of Registrable Securities 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 4 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 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 March 31, 2005, 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: (x) up to and including the Subordination Termination Date, (i) first, pursuant to Section 2 of the Motorola Registration Rights Agreement, securities requested to be included in such offering by Motorola, (ii) second, subject to the priority rights of the holders of Bridge Shares pursuant to the Bridge Registration Rights Agreement, Registrable Securities that are Warrant Shares 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 such Warrant Shares requested to be included in such Demand Registration), (iii) third, other 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 such other Registrable Securities requested to be included in such Demand Registration), (iv) fourth, 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 5 of Section 2.2 or other registration rights agreements other than the Motorola Registration Rights Agreement and the Bridge Registration Rights Agreement, and (v) fifth, securities proposed to be issued by the Company for its own account; and (y) after the Subordination Termination Date, (i) first, Registrable Securities requested to be included in such offering by Holders in the Demanding Group requesting such registration and securities requested to be included in such offering by Motorola pursuant to Section 2 of the Motorola Registration Rights Agreement, allocated pro rata among Motorola and, subject to the priority rights of the holders of Bridge Shares pursuant to the Bridge Registration Rights Agreement, the members of such Demanding Group based upon the number of securities requested to be included in such offering (provided that Registrable Securities that are Warrant Shares shall have priority over other Registrable Securities in the shares included at the request of the Demanding Group), (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 Motorola Registration Rights Agreement and 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 maximum of any limitation imposed by the Underwriters), then the Company shall offer to all Holders who have requested inclusion of 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 6 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 ("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 any 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 fights of the Unit Warrant Holders pursuant to and in accordance with the Unit Warrant Registration Rights Agreement, Motorola pursuant to and in accordance with the terms of the Participation Rights Agreement (through the Subordination Termination Date) and the holders of Bridge Shares pursuant to and in accordance with the terms of the Bridge Registration Rights Agreement, (A) if the size of the offering is the basis of such Underwriter's opinion, such 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) provided that the number of Registrable Securities that are not Warrant Shares shall be reduced to zero before the number of Warrant Shares included is reduced, and the amount of securities to be offered for the account of any other Persons (other than the Unit Warrant Holders, Motorola and 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 7 such registration by the Holders and the Company) provided that the number of Registrable Securities that are not Warrant Shares shall be reduced to zero before the number of Warrant Shares included is reduced, and the amount of securities to be offered for the account of such other Persons (other than the Unit Warrant Holders, Motorola and the holders of Bridge Shares) shall be reduced to zero to the extent necessary, in the judgment of managing Underwriter, to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering. After the Subordination Termination Date, any reduction in the amount of securities to be offered for the accounts of participating Holders and the amount of securities to be offered for the account of Motorola shall be on a pro rata basis. (c) The Holders of Registrable Securities included within such PiggyBack 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 8 Registration Statement to become and remain continuously effective in accordance with Section 2. l(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 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 9 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 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 cased 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. 10 (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 security holders, 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. (1) 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 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 (c) 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 11 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 win 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 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, 12 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 fight 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 13 Party shall have requested an Indemnifying Party 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. 14 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, 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 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 15 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 facsimile number) set forth below, or such other address (or facsimile 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 Facsimile: (703) 758-6134 Attention: Randy Segal, General Counsel If to any Holder: at the address and facsimile number set forth in the 1998 Guaranty Issuance Agreement. Each such notice, demand or delivery shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile 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 Agreement. (a) Notwithstanding anything to the contrary contained herein, to the extent that any of the provisions hereof conflict with any of the provisions of (i) the Unit Warrants Registration Rights Agreement or (ii) the Participation Rights Agreement, the provisions of the Unit Warrants Registration Rights Agreement and the Participation Rights Agreement, in that order, each as in effect on the date hereof, shall have priority over the provisions hereof. (b) The Company will not after the date of this Agreement enter into any agreement with respect to its securities or any amendment to such an agreement that is inconsistent with the rights granted to the Holders in this Agreement, or otherwise conflicts with the provisions hereof, including any amendment to the Unit Warrants Registration Rights Agreement or the Participation Rights Agreement. Except as provided in Section 5.6 (a), 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 16 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 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) 17 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/ Gary M. Parsons ----------------------- Name: Title: HUGHES ELECTRONICS CORPORATION By: /s/ Amnon Carr ------------------ Name: Amnon Carr Title: Assistant Treasurer SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Yap Chee Keong ---------------------- Name: Yap Chee Keong Title: Group Financial Controller BARON CAPITAL PARTNERS, L.P. By: Baron Capital Management Inc., a General Partner By: /s/ Ronald Baron -------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----