EXHIBIT 10.34k


                           TERM LOAN MASTER AGREEMENT

     TERM  LOAN  MASTER   AGREEMENT,   dated  as  of  November  19,  2001  (this
"Agreement"),  by and among  Motient  Corporation  (formerly  known as  American
Mobile Satellite Corporation) (the "Borrower"),  Hughes Electronics  Corporation
("Hughes"),  Singapore  Telecommunications  Ltd.  ("Sing Tel") and Baron Capital
Partners,  L.P. ("Baron") (each of Hughes, Sing Tel and Baron, a "Guarantor" and
collectively, the "Guarantors").

                              W I T N E S S E T H :

     WHEREAS,  the Borrower is party to the Term Credit  Agreement,  dated as of
March 31, 1998 (as amended,  the "Term Credit  Agreement"),  among the Borrower,
the  financial  institutions  party  thereto,  as Banks  (the  "Banks"),  Morgan
Guaranty Trust Company of New York, as Documentation Agent, and Toronto Dominion
(Texas), Inc., as Administrative Agent (the "Administrative Agent");

     WHEREAS,  loans made to the  Borrower  by the Banks  under the Term  Credit
Agreement in the aggregate  principal  amount of $19,250,000  are outstanding at
the date hereof (the "Loan");

     WHEREAS,  the Borrower  granted a security  interest to the  Administrative
Agent  for the  ratable  benefit  of the  Banks  in and to  certain  collateral,
including  9,757,262  shares of common stock, par value $0.01 per share (the "XM
Shares"),  of XM Satellite  Radio  Holdings  Inc.  ("XM  Radio"),  to secure its
obligations  under the Term Credit Agreement  pursuant to the Term Loan Security
and Pledge Agreement, dated as of March 31, 1998 (as amended, the "Term Security
Agreement"), between the Borrower and the Administrative Agent;

     WHEREAS, Hughes has guaranteed the punctual payment when due of the Tranche
A Loans  of the  Borrower  under  the  Term  Credit  Agreement  pursuant  to the
Guaranty,  dated as of March 31,  1998 (the  "Hughes  Term  Guaranty"),  made by
Hughes to the  Administrative  Agent, for its own benefit and for the benefit of
the Banks;

     WHEREAS,  Sing Tel has  guaranteed  the  punctual  payment  when due of the
Tranche B Loans of the Borrower under the Term Credit Agreement  pursuant to the
Guaranty,  dated as of March 31,  1998 (the "Sing Tel Term  Guaranty"),  made by
Sing Tel to the Administrative Agent, for its own benefit and for the benefit of
the Banks;

     WHEREAS,  Baron has guaranteed the punctual payment when due of the Tranche
C Loans  of the  Borrower  under  the  Term  Credit  Agreement  pursuant  to the
Guaranty,  dated as of March 31, 1998 (the "Baron Term Guaranty"  and,  together
with  the  Hughes  Term  Guaranty  and the Sing Tel  Term  Guaranty,  the  "Term
Guarantees"), made by Baron to the Administrative Agent, for its own benefit and
for the benefit of the Banks;

     WHEREAS,  the  Borrower  has agreed to  reimburse  each  Guarantor  for any
payment made by such  Guarantor  under its Term Guaranty  pursuant to a Guaranty
Issuance  Agreement,  dated as of March  31,  1998 (as  amended,  the  "Guaranty
Issuance  Agreement"),  by and among the  Guarantors,  the  Borrower and Motient
Holdings, Inc. ("Motient Sub");

     WHEREAS,  the Borrower granted a security  interest to Hughes, as agent for
the  Guarantors  (the  "Guarantor  Agent"),  for  the  ratable  benefit  of  the
Guarantors in and to certain collateral,  including the XM Shares, to secure its
obligations under the Guaranty Issuance  Agreement pursuant to the Reimbursement
Security and Pledge  Agreement,  dated as of March 31, 1998 (the  "Reimbursement
Security Agreement"), between the Borrower and the Guarantor Agent;

     WHEREAS,  the Borrower has defaulted on its  obligations to the Banks under
the Term Credit Agreement,  including,  without limitation,  by failure to apply
certain Net Cash Proceeds  received from Aether Systems,  Inc. to repay loans in
accordance  with the Asset  Sale  Waiver  dated as of  October  20,  2000 and by
Motient  Sub's  failure  to make an  interest  payment  in respect of the Senior
Notes;

     WHEREAS,  on November 6, 2001, the Banks declared the Loans  (together with
all interest  accrued  thereon) to be immediately due and payable,  and demanded
that the Borrower and the  Guarantors  honor their  contractual  obligations  to
repay the Loans and all other  amounts  due under the Term Credit  Agreement  in
full;

     WHEREAS,  the Borrower is unable to honor its  obligations  to the Banks to
repay the Loans and all other  amounts  due under the Term Credit  Agreement  in
full and the Borrower is unable to honor its obligations to the Guarantors under
the Guaranty  Issuance  Agreement to reimburse the Guarantors for their payments
under their respective Term Guarantees;

     WHEREAS,  the Guarantors  have succeeded to the rights of the Banks against
the Borrower  under the Term Credit  Agreement and the Term  Security  Agreement
following  payment on November 14, 2001 by the  Guarantors to the Banks pursuant
to the Term  Guarantees  of the Loans and all other  amounts  due under the Term
Credit Agreement;

     WHEREAS,  the Term Security Agreement permits the  Administrative  Agent on
behalf of the Banks (and the  Guarantors as subrogees to the Banks) to foreclose
upon the XM Shares as a result of the failure by the Borrower to repay the Loans
and all other  amounts  due under the Term  Credit  Agreement  and the  Borrower
acknowledges it has and will have no defenses to such foreclosure;

     WHEREAS,  the Reimbursement  Security Agreement permits the Guarantor Agent
on behalf of the  Guarantors to foreclose  upon the XM Shares as a result of the
failure  by  the  Borrower  to  reimburse  the   Guarantors   and  the  Borrower
acknowledges it has and will have no defenses to such foreclosure;

     WHEREAS,  the  Borrower  has offered to transfer  ownership of XM Shares in
satisfaction of the obligations of the Borrower under the Term Credit Agreement,
the  Term  Security   Agreement,   the  Guaranty  Issuance   Agreement  and  the
Reimbursement  Security  Agreement to the Guarantors in lieu of foreclosure upon
such XM Shares subject to the terms and conditions contained in this Agreement;

     WHEREAS,  on November 15, 2001,  the Borrower  sold,  at the request of the
Guarantors,  500,000 XM Shares for an aggregate net amount of $4,749,841.66 (the
"XM Proceeds"); and

     WHEREAS,  concurrently  with the execution of this  Agreement,  the parties
hereto will enter into a Revolving Loan Master  Agreement,  dated as of the date
hereof (the "Revolving Loan Master Agreement"), relating to the Revolving Credit
Agreement described therein;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  agreements
hereinafter contained, it is hereby agreed as follows:

1.   Recitals.  Each of the parties hereby acknowledges and agrees that each and
all of the  recitals  set forth above are true and correct and are  incorporated
into this Agreement by reference.

2.   Definitions. Capitalized terms used herein and not otherwise defined herein
are used herein as defined in the Term Credit Agreement.

3.   Assignment of the XM Shares and XM Proceeds.  (a) In full  satisfaction  of
its obligation to Hughes for Hughes' payment under the Hughes Term Guaranty, and
its  obligations  to Hughes under the Term Credit  Agreement,  the Term Security
Agreement, the Guaranty Issuance Agreement, the Reimbursement Security Agreement
and the Tranche A Loans, the Borrower assigns,  transfers,  conveys and delivers
to Hughes  1,097,248  XM Shares  (the  "Hughes  Shares"),  free and clear of all
Liens, and a portion of the XM Proceeds in an amount equal to $3,562,381.24 (the
"Hughes Proceeds").

(b) In full  satisfaction  of its  obligation to Sing Tel for Sing Tel's payment
under the Sing Tel Term Guaranty, and its obligations to Sing Tel under the Term
Credit Agreement,  the Term Security Agreement, the Guaranty Issuance Agreement,
the  Reimbursement  Security  Agreement  and the Tranche B Loans,  the  Borrower
assigns,  transfers,  conveys  and  delivers  to Sing Tel 182,875 XM Shares (the
"Sing  Tel  Shares"),  free and  clear of all  Liens,  and a  portion  of the XM
Proceeds in an amount equal to $593,730.21 (the "Sing Tel Proceeds").

(c) In full  satisfaction  of its obligation to Baron for Baron's  payment under
the Baron Term  Guaranty,  and its  obligations  to Baron  under the Term Credit
Agreement,  the Term Security Agreement,  the Guaranty Issuance  Agreement,  the
Reimbursement  Security Agreement and the Tranche C Loans, the Borrower assigns,
transfers, conveys and delivers to Baron 182,875 XM Shares (the "Baron Shares"),
free and clear of all Liens, and a portion of the XM Proceeds in an amount equal
to $593,730.21 (the "Baron Proceeds").

4.   Closing.  Subject to the terms and conditions contained herein, the closing
for the sale and  purchase of the XM Shares (the  "Closing")  shall occur at the
offices of Weil,  Gotshal & Manges LLP,  767 Fifth  Avenue,  New York,  New York
10153 at 10:00 A.M.  New York City time as  promptly as  practicable,  but in no
event later than the third Domestic  Business Day,  following  execution of this
Agreement by the Borrower and each of the  Guarantors,  or such other  location,
time or date as may be agreed to in writing by the Borrower  and the  Guarantors
(the "Closing Date").

5.   Transaction on the Closing Date.  At the Closing:

(a) the Borrower  will deliver,  or cause to be delivered,  to Hughes the Hughes
Shares,  together  with duly executed  stock powers in favor of Hughes,  and the
Hughes Proceeds;

(b) the Borrower  will deliver,  or cause to be delivered,  to Sing Tel the Sing
Tel Shares,  together with duly executed  stock powers in favor of Sing Tel, and
the Sing Tel Proceeds;

(c) the Borrower  will  deliver,  or cause to be  delivered,  to Baron the Baron
Shares,  together  with duly  executed  stock powers in favor of Baron,  and the
Baron Proceeds; and

(d) the Borrower  will pay $175,000 to Hughes,  $116,000 to Sing Tel and $35,000
to Baron (or such lesser  amount  that may be  invoiced  to the  Borrower by any
Guarantor) in full satisfaction of the Borrower's  obligations in respect of all
fees and expenses  (including without  limitation,  reasonable  attorneys' fees)
incurred by such  Guarantors in connection  with the execution of this Agreement
and the Revolving Loan Master Agreement and the consummation of the transactions
contemplated hereby and thereby.

6.   Transfer of  Registration  Rights.  (a) The  Borrower  hereby  transfers to
Hughes one of its "Demand Registration" rights (the "Demand Registration Right")
under Section 2.1(f) of that certain  Amended and Restated  Registration  Rights
Agreement, dated as of August 8, 2000 (the "XM Registration Agreement"),  by and
among XM Radio,  the  Borrower  and the other  parties  thereto,  and all rights
associated with such Demand Registration Right, including those rights set forth
in the last two sentences of Section  2.1(f) of the XM  Registration  Agreement.
Such  Demand  Registration  Right shall also be subject to the  limitations  set
forth in the XM Registration Agreement.

(b) The  Borrower  hereby  transfers  to  Hughes,  Sing Tel and Baron the "Shelf
Registration"  rights (the "Shelf Registration  Right") under Section 2.2 of the
XM  Registration   Agreement  and  the  "Piggyback   Registration"  rights  (the
"Piggyback  Registration Right" and, together with the Demand Registration Right
and the Shelf Registration  Right, the "Registration  Rights") under Section 2.3
of the XM Registration  Agreement  associated  with the Hughes Shares,  Sing Tel
Shares and Baron Shares, respectively, and all rights associated with such Shelf
Registration  Right and Piggyback  Registration  Right. Such Shelf  Registration
Right and Piggyback  Registration Right shall also be subject to the limitations
set forth in the XM Registration Agreement.

(c) The Borrower  agrees to promptly  notify XM Radio that such  transfer of the
Registration  Rights has  occurred  and upon the request of any  Guarantor,  the
Borrower  will  execute  such  further  documents  and  instruments   reasonably
necessary to vest such rights in such Guarantor.

(d) The  Borrower  represents  and  warrants to Hughes that the Borrower has not
transferred   to  any  other   transferee  the  right  to  initiate  any  Demand
Registration  (as  defined  in the XM  Registration  Agreement),  except the one
Demand Registration Right transferred to Rare Medium Group, Inc. ("Rare Medium")
pursuant to that certain  letter  agreement,  dated  October 12, 2001,  from the
Borrower to Rare Medium.

7.   Representations  and  Warranties  of  the  Borrower.  The  Borrower  hereby
represents and warrants to each of the Guarantors  that:  (a)  Organization  and
Good Standing.  The Borrower is a corporation  duly organized,  validly existing
and in good  standing  under  the  laws of the  State  of  Delaware  and has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now conducted.

(b) Authorization of Agreement.  The Borrower has all requisite power, authority
and legal  capacity  to  execute  and  deliver  this  Agreement  and each  other
agreement, document, or instrument or certificate contemplated by this Agreement
or to be executed by the Borrower in  connection  with the  consummation  of the
transactions  contemplated by this Agreement (together with this Agreement,  the
"Borrower  Documents"),  and to consummate the transactions  contemplated hereby
and thereby. This Agreement has been, and each of the Borrower Documents will be
at or prior to the  Closing,  duly and validly  executed  and  delivered  by the
Borrower and  (assuming  the due  authorization,  execution  and delivery by the
other parties  hereto and thereto) this Agreement  constitutes,  and each of the
Borrower Documents when so executed and delivered will constitute,  legal, valid
and binding  obligations  of the Borrower,  enforceable  against the Borrower in
accordance  with  their  respective  terms,  subject to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium and similar laws  affecting  creditors'
rights and remedies  generally,  and subject,  as to enforceability,  to general
principles of equity,  including principles of commercial  reasonableness,  good
faith  and fair  dealing  (regardless  of  whether  enforcement  is  sought in a
proceeding at law or in equity).

(c) Conflicts;  Consents of Third Parties. None of the execution and delivery by
the Borrower of this Agreement and the Borrower  Documents,  the consummation of
the transactions  contemplated  hereby or thereby, or compliance by the Borrower
with any of the  provisions  hereof or thereof will (i) conflict with, or result
in the breach of, any provision of the certificate of  incorporation  or by-laws
or  comparable  organizational  documents of the Borrower;  (ii) conflict  with,
violate,  result in the breach or termination  of, or constitute a default under
that certain Amended and Restated Shareholders' Agreement, dated as of August 8,
2000, by and among XM Radio and the other parties thereto or the XM Registration
Agreement, or any note, bond, mortgage,  indenture,  license, agreement or other
instrument  or  obligation  to which  the  Borrower  is a party or by which  the
Borrower or any of its properties or assets is bound; (iii) violate any statute,
rule, regulation, order or decree of any governmental body or authority by which
the  Borrower  is bound;  or (iv)  result in the  creation  of any Lien upon the
properties or assets of the Borrower.

(d)  Ownership  and  Transfer  of XM  Shares.  The  Borrower  is the  record and
beneficial  owner of the XM  Shares,  free and clear of any and all Liens  other
than  the  Liens  referred  to in the  Recitals  hereto,  and the  Borrower  has
continuously  owned such XM Shares since at least October 8, 1999.  The Borrower
has the corporate  power and  authority to transfer,  assign and deliver such XM
Shares as  provided  in this  Agreement,  and such  delivery  will convey to the
Guarantors  good and marketable  title to such XM Shares,  free and clear of any
and all Liens, except the Liens referenced above.

8.   Representations  and Warranties of the  Guarantors.  Each of the Guarantors
hereby  severally  represents  and warrants to the Borrower that such  Guarantor
paid to the Banks,  pursuant  to such  Guarantor's  Term  Guaranty,  all amounts
demanded  by the Banks from such  Guarantor  as payment in full of the Loans and
all other amounts due under the Term Credit Agreement.

9.   Releases.  (a)  Subject  to  Section 10 below,  immediately  following  the
closing of the  transactions  contemplated  by this  Agreement and the Revolving
Loan Master  Agreement,  each Guarantor  releases any and all Liens held by such
Guarantor against the Borrower,  any Subsidiary of the Borrower or any assets of
the  Borrower  or any of the  Borrower's  Subsidiaries.  Each of the  Guarantors
agrees  to  execute  and  deliver  or  file,  at the  Borrower's  expense,  such
termination  statements and take such other actions as are reasonably  necessary
to effect such release.

(b) The Borrower  hereby  releases and discharges  each of the  Guarantors,  and
their respective subsidiaries,  directors, officers,  shareholders,  affiliates,
employees, agents and representatives (collectively,  the "Guarantor Releasees")
from any and all claims,  demands,  causes of action and liabilities of any kind
whatsoever,  whether known or unknown,  which the Borrower ever had, now has, or
hereafter may have against the Guarantor Releasees arising out of or relating to
this Agreement and the Term Credit Agreement, and the transactions  contemplated
hereby and thereby,  except for those  continuing  obligations set forth in this
Agreement.

(c) Subject to Section 10 below and any continuing obligations set forth in this
Agreement,  each of the Guarantors  hereby releases and discharges the Borrower,
and its subsidiaries, directors, officers, shareholders,  affiliates, employees,
agents and representatives (collectively, the "Borrower Releasees") from any and
all claims,  demands,  causes of action and liabilities of any kind  whatsoever,
whether known or unknown,  which such  Guarantor ever had, now has, or hereafter
may have  against  the  Borrower  Releasees  arising  out of or relating to this
Agreement  and the Term  Credit  Agreement,  and the  transactions  contemplated
hereby and thereby.

10.  Reinstatement  of Obligations to Guarantors.  The Borrower  agrees that, if
any  assignment of XM Shares by the Borrower to any  Guarantor  pursuant to this
Agreement is at any time annulled,  avoided, set aside, rescinded,  invalidated,
declared to be fraudulent or preferential  or otherwise  required to be refunded
or repaid,  or the proceeds of such XM Shares are required to be returned by any
Guarantor  to the  Borrower,  its estate,  trustee,  receiver or any other party
under any bankruptcy law, state or federal law,  common law or equitable  cause,
then, to the extent of such assignment or repayment, the Borrower's liability to
such Guarantor under the Term Credit Agreement, the Term Security Agreement, the
Guaranty Issuance  Agreement and the Reimbursement  Security  Agreement (and any
Lien securing such liability)  shall be and remain in full force and effect,  as
fully as if such  assignment  or  repayment  had never been  made,  and the Term
Credit Agreement,  the Term Security Agreement,  the Guaranty Issuance Agreement
and the Reimbursement  Security Agreement (and such Lien) shall be reinstated in
full  force and  effect,  and such prior  cancellation  or  surrender  shall not
diminish,  release, discharge, impair or otherwise affect the obligations of the
Borrower in respect of the amount of such  assignment  or repayment (or any Lien
securing such obligation), and Sections 9(a) and 9(c) shall become null and void
with no force or effect.

11.  Further  Assurances.  Each of the  parties  hereto  agrees to  execute  and
deliver such other  documents or agreements and to take such other action as may
be reasonably  necessary or desirable for the  implementation  of this Agreement
and the consummation of the transactions contemplated hereby.

12.  Counterparts. This Agreement may be executed in any number of counterparts,
all of which,  taken together,  shall  constitute one and the same agreement and
any party may enter into this Agreement by executing a counterpart.

13.  Notices. All notices and other communications under this Agreement shall be
in  writing  and shall be deemed  given  when  delivered  by hand or by  courier
service,  or upon  electronic  confirmation of facsimile  transmission,  or upon
delivery by certified  mail,  return  receipt  requested,  to the parties at the
following  addresses (or to such other address as a party may have  specified by
notice given to the other parties pursuant to this provision):

                           If to the Borrower, to:

                           Motient Corporation
                           10802 Parkridge Boulevard
                           Reston, Virginia 20191
                           Attn: General Counsel
                           Facsimile: (703) 758-6134



<PAGE>


                           If to Hughes, to:

                           Hughes Electronics Corporation
                           200 North Sepulveda Boulevard
                           18th Floor
                           MS-154
                           El Segundo, California 90245
                           Attn: O'Donnell Iselin
                           Facsimile: (310) 640-1734

                           If to Sing Tel, to:

                           Singapore Telecommunications Ltd.
                           31 Exeter Road
                           #26-00 Comcentre
                           Singapore 239732
                           Republic of Singapore
                           Attn: Chua Loh Yim Kew (Mrs.)
                           Facsimile: 011-65-8353920

                           If to Baron, to:

                           Baron Capital Partners, L.P.
                           767 Fifth Avenue
                           New York, New York 10153
                           Attn: Mr. Morty Schaja
                           Facsimile: (212) 759-7529

                           With a copy to:

                           Baron Capital Partners, L.P.
                           767 Fifth Avenue
                           New York, New York 10153
                           Attn: Linda Martinson, Esq.
                           Facsimile: (212) 759-7529

14.  Severability.   If  any   provision   of  this   Agreement  is  invalid  or
unenforceable, the balance of this Agreement shall remain in effect.

15.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of New York without regard  to conflict of
law principles.

16.  Headings.  Headings  are for  convenience  only and  shall not  affect  the
interpretation of this Agreement.

                            [SIGNATURES ON NEXT PAGE]



<PAGE>


     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Agreement
effective as of the date first written above.

                                 MOTIENT CORPORATION


                                 By: /s/Walter V. Purnell, Jr.
                                    --------------------------------------
                                    Name: Walter V. Purnell, Jr.
                                    Title:President and Chief Executive Officer

                                 HUGHES ELECTRONICS CORPORATION


                                 By: /s/Patrick T. Doyle
                                    --------------------------------------
                                    Name: Patrick T. Doyle
                                    Title:Corp. Vice President, Treasurer

                                 SINGAPORE TELECOMMUNICATIONS LTD.


                                 By: /s/Tay Chek Khoon
                                    --------------------------------------
                                    Name: Mr. Tay Chek Khoon
                                    Title:Vice President (Satellite Business and
                                          Global Management)

                                 BARON CAPITAL PARTNERS, L.P.
                                 By Baron Capital Management, Inc.


                                 By: /s/Linda S. Martinson
                                    --------------------------------------
                                    Name: Linda S. Martinson
                                    Title:Vice President & General Counsel



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