American Mobile Satellite Corporation
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February 13, 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, and (x) that
certain agreement dated October 13, 1995, 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. Notwithstanding any provision of the Deferred Payment Agreement to
the contrary, the parties agree that the remaining Deferred Payment Obligations
outstanding on the date hereof shall be repaid in four equal monthly
installments of One Million Dollars ($1,000,000.00) each payable on the 15th day
of January, February, March and April 1997, and a final installment of One
Million One-Hundred Eighty Thousand Three Hundred Eighteen Dollars
($1,180,318.00) payable on May 15, 1997, in each case together with interest on
such installment accruing at the rate of twelve percent (12%) per annum from
September 30, 1996 to the date of payment thereof.
2. The Deferred Payment Agreement is hereby amended by waiving
compliance with Sections 7.11 and 7.12 for the quarter ended December 31, 1996.
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February 13, 1997
Page 2
3. 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.
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 13th of February 1997.
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WESTINGHOUSE ELECTRIC CORPORATION
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Director, Customer & Supplier Partnerships
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