American Mobile Satellite Corporation
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March 11, 1997
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Vice President and Chief Financial Officer
Westinghouse Wireless Solutions Company
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Dear ▇▇. ▇▇▇▇▇▇▇:
Reference is made to the Deferred Payment Agreement dated as of
September 15, 1992 between AMSC Subsidiary Corporation (the "Company") and
Westinghouse Electric Corporation ("WEC"), as amended by (i) that certain letter
agreement dated October 1, 1992 between the Company and WEC, (ii) the First
Amendment to Deferred Payment Agreement dated as of February 2, 1993, (iii) that
certain letter agreement dated October 18, 1993 between the Company and WEC,
(iv) that certain letter agreement dated December 23, 1993 between the Company
and WEC, (v) that certain letter agreement dated February 25, 1994 between the
Company and WEC, (vi) that certain letter agreement dated August 30, 1994
between the Company and WEC, (vii) that certain letter agreement dated February
28, 1995, between the Company and WEC, (viii) that certain letter agreement
dated July 31, 1995, between the Company and WEC, (ix) that certain letter
agreement dated September 11, 1995, between the Company and WEC, (x) that
certain agreement dated October 13, 1995, between the Company and WEC and (xi)
that certain agreement dated February 13, 1997 between the Company and WEC (as
so amended, the "Deferred Payment Agreement"). Unless otherwise specifically
provided herein, capitalized terms used in this letter agreement shall have the
meanings given them in the Deferred Payment Agreement.
This letter will evidence the agreement of the Company and WEC as
follows:
1. The Deferred Payment Agreement is hereby amended by waiving
compliance with Sections 7.11 and 7.12 for the quarter ended March 31, 1997.
2. Except as expressly provided above, the Deferred Payment Agreement
is not amended, modified or waived and, as amended by this letter agreement,
shall remain in full force and effect.
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March 11, 1997
Page 2
Please indicate your agreement with the foregoing by executing this
letter in the space provided below. This letter agreement will be effective upon
receipt by the Company of a fully executed counterpart of this letter.
Very truly yours,
AMSC SUBSIDIARY CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Vice President and Treasurer
AGREED TO AND ACCEPTED this 12th day of March 1997.
WESTINGHOUSE ELECTRIC CORPORATION
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Director, Customer & Supplier Partnerships
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