**UNITED        STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM        10-K/A**

**x****Annual report pursuant to Section        13 or 15(d) of the Securities Exchange Act**

**of        1934 for the fiscal year ended December 31, 2007, or**

**o****Transition report pursuant to        Section 13 or 15(d) of the Securities Exchange Act**

**of        1934 for the transition period from to**

**Commission file number 000-13865**

**SKYTERRA COMMUNICATIONS, INC.**

(Exact        name of registrant as specified in its charter)

 

| **Delaware**

(State or other jurisdiction of incorporation or                        organization) | **23-2368845**

(I.R.S. Employer Identification Number) |
|-----------------------------------------------------------------------------------------------------|---------------------------------------------------------|
|                                                                                                |                                                    |
| **10802 Parkridge Boulevard**

**Reston, VA 20191**

(Address of principal executive offices)       |  

**20191**

(Zip Code)                           |

 

Registrant’s telephone number, including area code: (703)        390-1899

**Securities registered pursuant to Section 12(b) of the Act:        None**

**Securities registered pursuant to Section 12(g) of the        Act:**

Common        Stock, $.01 par value

(Title of        Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as        defined in Rule 405 of the Securities Act.

YesoNox

Indicate by check mark if the registrant is not required to file reports        pursuant to Section 13 or 15(d) of the Act.

YesoNox

Indicate by check mark whether the registrant (1) has filed all reports        required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during        the preceding 12 months (or for such shorter periods that the registrant was required to        file such reports), and (2) has been subject to such filing requirements for the past 90        days.

YesxNoo

Indicate by check mark if disclosure of delinquent filers pursuant to Item        405 of Regulation S-K is not con-tained herein, and will not be contained, to the best of        the registrant’s knowledge, in the definitive proxy or infor-mation statements        incorporated by reference in Part III of this Form 10-K or any amendment to this Form        10-K.    o

Indicate by check mark whether the registrant is a large accelerated filer,        accelerated filer, non-accelerated filer or smaller reporting company (as defined in Rule        12b-2 of the Act).

         

| Large accelerated filerx                                              | Accelerated filero

                          |
|-----------------------------------------------------------------------|----------------------------------------------------|
| Non-accelerated filero

(Do not check if a smaller reporting company) | Smaller reporting companyo                         |

         

Indicate by check mark whether the registrant is a shell company (as defined        in defined in Rule 12b-2 of the Act).

YesoNox

The aggregate market value of the voting and non-voting common stock held by        non-affiliates of the registrant, as of June 29, 2007, was $740,062,429.

As of April 16, 2008, there were 34,327,663 shares of our voting common        stock and 72,614,414 shares of our non-voting common stock outstanding.

 

DC:        2789965-9

 

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**EXPLANATORY NOTE**

The purpose of this amendment is to amend and restate Part III of the        Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange        Commission (the “SEC”) on February 28, 2008 (the “Form 10-K”). The        amended and restated items are as follows:

Item 10.        Directors, Executive Officers and Corporate Governance.

Item 11.        Executive Compensation.

Item 12.        Security Ownership of Certain Beneficial Owners and Management and Related Stockholder        Matters.

Item 13.        Certain Relationships and Related Transactions, and Director Independence.

Item 14.        Principal Accountant Fees and Services.

Item 15.        Exhibits and Financial Statement Schedules.

These items were omitted from the Form 10-K in reliance on instructions        included in Form 10-K permitting the Registrant to incorporate such items by reference to        the Registrant’s proxy statement, provided such proxy statement is filed within 120        days of the Registrant’s fiscal year-end. As the Registrant intends to file its proxy        statement later than 120 days from its fiscal year-end, it is providing these items as part        of this Form 10-K/A.

As used in this amendment on Form 10-K/A, the words “we,”        “our,” “us,” “SkyTerra,” and the “Company”        refer to SkyTerra Communications, Inc., its predecessors and subsidiaries, except as        otherwise specified, and capitalized terms used in this amendment on Form 10-K/A but not        defined herein have the meanings given such terms in the Company’s annual report on        Form 10-K for the year ended December 31, 2007 filed with the Commission on February 28,        2008.

 

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**PART        III**

| **ITEM 10.** | **Directors, Executive Officers and Corporate                        Governance** |
|--------------|-----------------------------------------------------------------------------------|

The following table sets forth information concerning the Company’s        executive officers and directors as of April 28, 2008:

         

| **Name**                   | **Age** | **Position**                                                                |
|----------------------------|---------|-----------------------------------------------------------------------------|
| Alexander H. Good (1)      | 59      | Chief Executive Officer and President, Chairman                             |
| Scott Macleod (2)          | 44      | Executive Vice President and Chief Financial                        Officer |
| James A. Wiseman (3)       | 39      | Vice President and Corporate Controller                                     |
| Randy S. Segal (4)         | 52      | Senior Vice President, General Counsel and                        Secretary |
| Jose A. Cecin, Jr. (5)     | 44      | Director                                                                    |
| Paul S. Latchford, Jr. (5) | 53      | Director                                                                    |
| Jeffrey M. Killeen (6)     | 54      | Director                                                                    |
| William F. Stasior (7)     | 67      | Director                                                                    |
| Aaron J. Stone (7)         | 35      | Director                                                                    |
| Michael D. Weiner          | 55      | Director                                                                    |

         

         

| (1) | Mr. Good also serves as Mobile Satellite Ventures                        LP’s, or MSV's, Chief Executive Officer, President and Vice                        Chairman. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Mr. Macleod also serves as MSV's Executive Vice President                        and Chief Financial Officer. |
|-----|---------------------------------------------------------------------------------------------------------------|

| (3) | Mr. Wiseman also serves as MSV’s Vice President and                        Corporate Controller. |
|-----|--------------------------------------------------------------------------------------------------------|

| (4) | Ms. Segal also serves as MSV's Senior Vice President,                        General Counsel and Secretary. |
|-----|-------------------------------------------------------------------------------------------------------------|

| (5) | Member of the Compensation Committee of the Board of                        Directors, effective immediately after the filing of this report on Form                        10-K/A. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Member of the Audit Committee of the Board of Directors and                        Member of the Compensation Committee of the Board of Directors until                        immediately after the filing of this report on Form 10-K/A. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (7) | Member of the Audit Committee of the Board of                        Directors. |
|-----|---------------------------------------------------------------------------------|

*Executive Officers*

Alexander H. Good – Chief Executive Officer and President, Chairman.        Mr. Good has been the Company’s Chief Executive Officer and President since December        2006. Mr. Good was elected to the Board of Directors of the Company on April 9, 2008 and        became the Chairman of the Board of Directors on April 24, 2008. Mr. Good has served as        MSV’s Chief Executive Officer, President and Vice Chairman of the Board since April        2004. In 2002 and 2003, prior to joining MSV, Mr. Good served as the Executive Chairman of        Affinity Internet and Executive Chairman of Nexverse Networks, Inc., now Veraz Networks,        Inc., and also served as a director of NextLevel Communications, Inc. Mr. Good was Chairman        and CEO of @Link Networks, Inc. from 1999 to 2001. Mr. Good was Executive Vice President of        Bell Atlantic Corporation (now Verizon) from 1997 to 1999. He served as Senior Vice        President of Corporate Development of Bell Atlantic Corporation from 1995 to 1997 and was        Chairman and CEO of Bell Atlantic International from 1994 to 1997. Mr. Good served as        Senior Vice President of Mtel Communications, Inc. and CEO of MTEL International from 1990        to 1994.

Scott Macleod – Executive Vice President and Chief Financial Officer.        Mr. Macleod has been the Company’s Executive Vice President and Chief Financial        Officer since December 2006. Mr. Macleod has served as MSV’s Executive Vice President        and the Chief Financial Officer since January 2006. From May 2003 to January 2006, Mr.        Macleod served as a Managing Director of Rothschild Inc. From May 1999 to January 2003, Mr.        Macleod was Chief Corporate Development Officer of XO Communications, and from 1992 to        1999, worked in Merrill Lynch’s Global Communications Group, serving most recently as        Managing Director of such group.

 

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James A. Wiseman – Vice President and Corporate Controller. Mr.        Wiseman has been the Company’s Vice President and Corporate Controller since August        2007. From May 2005 through August 2007, Mr. Wiseman, served as the Vice President Finance        and Worldwide Controller of MicroStrategy, Inc.  From August 2004 through May        2005, Mr. Wiseman served as Vice President Corporate Finance, and from March 2001 through        August 2004 as Vice President Corporate Accounting and Reporting of Discovery        Communications.

Randy S. Segal – Senior Vice President, General Counsel and Secretary.        Ms. Segal has served as the Company’s Senior Vice President, General Counsel and        Secretary since April 25, 2008. Ms. Segal has also been MSV’s Senior Vice President,        General Counsel and Secretary since September 2004. From May 2001 to September 2004, Ms.        Segal was Senior Vice President and General Counsel for Hughes Network Systems Inc. and        served on Hughes Network Systems Inc.’s international subsidiaries’ boards of        directors. Ms. Segal also served on the boards of directors of XM Satellite Radio Holdings        Inc. from 1999 to 2002 and Mobile Satellite Ventures GP Inc. from 2000 to 2001. From 1992        to 2001, Ms. Segal was Senior Vice President and General Counsel of Motient Corporation.        Ms. Segal practiced with Debevoise & Plimpton from 1983 prior to joining Motient        Corporation in 1992. She also served as a Federal Law Clerk in the United States District        Court, the Southern District of New York from 1981 to 1982 and in the Fifth Circuit United        States Court of Appeals from 1982 to 1983.

*Directors*

Jose A. Cecin, Jr. Mr. Cecin has served as a director of the Company since        April 2008.  Mr. Cecin is a Managing Director of BB&T Capital Markets, the        investment banking division of BB&T Corporation, and is the Group Head of the        firm’s Communications Investment Banking practice.  Prior to joining BB&T        Capital Markets in 2003, Mr. Cecin was a co-founder of Cambrian Communications where he        served as Chief Operating Officer and a member of the board of directors.  Prior to        founding Cambrian in 1999, Mr. Cecin was on the founding team of Wave International, a        company focused on financing and building telecommunications infrastructure in emerging        markets.  Prior to Wave International, Mr. Cecin served as Managing Director of        Corporate Development at Bell Atlantic Corporation. Mr. Cecin will join our Compensation        Committee effective immediately after the filing of this report on Form 10-K/A.

Jeffrey M. Killeen. Mr. Killeen has been a member of the Board of        Directors of the Company since October 1998. Since January 1, 2002, Mr. Killeen        has been Chairman and Chief Executive Officer of Globalspec, Inc., an information services        company. Mr. Killeen was the Chief Executive Officer of Forbes.com from August 1999 to        March 2001. Prior to that, from January 1998 to March 1999, Mr. Killeen was the Chief        Operating Officer of barnesandnoble.com. Before joining barnesandnoble.com,        Mr. Killeen served as President and Chief Executive Officer of Pacific Bell        Interactive Media from August 1994 to January 1998. Mr. Killeen serves on the board of        directors of drugstore.com, Inc. Mr. Killeen also serves on our Audit Committee. Mr.        Killeen will serve on our Compensation Committee until immediately after the filing of this        report on Form 10-K/A.

Paul S. Latchford, Jr. Mr. Latchford has served as a director of the Company        since April 2008.  Mr. Latchford is Co-Founder, President and Chief Executive Officer        of Spencer Trask Media & Communications Group LLC.  Prior to joining Spencer Trask        in June 1999, Mr. Latchford served as Principal Vice President for Global Business        Development in Bechtel Group, Inc. from February 1997 to June 1999.  Beginning in the        early 1990’s Mr. Latchford held several regional business development positions in        Bell Atlantic International, Inc. and was appointed Vice President of Business Development        for the Asia Pacific Region in 1994. Mr. Latchford will join our Compensation Committee        effective immediately after the filing of this report on Form 10-K/A.

William F. Stasior.  Mr. Stasior has been a member of the Board of        Directors of the Company since April 2000. Mr. Stasior was the Chairman and Chief        Executive Officer of Booz Allen & Hamilton Inc., a management and technology        consulting firm, from 1991 to 1999. Since October 1999, Mr. Stasior has been the        Senior Chairman of Booz Allen. Mr. Stasior also serves on the boards of directors of        OPNET Technologies, Inc., a software company that specializes in enhancing network        performance for enterprises and service providers, and Vanu, Inc., a leading developer of        software-defined radio technology. Mr. Stasior also serves on our Audit        Committee.

Aaron J. Stone. Mr. Stone has been a member of the Board of Directors        of the Company since June 2005. Mr. Stone is a partner of Apollo Advisors, L.P.,        which, together with its affiliates, acts as managing general partner of the Apollo        Investment Funds, a series of private securities investment funds including the Apollo        Stockholders, where he has worked since 1997. Mr. Stone also serves on the board of        directors of AMC Entertainment Inc., Hughes Communications and its subsidiary Hughes        Network Systems LLC, and MSV GP. Mr. Stone also serves on our Audit Committee.

 

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Michael D. Weiner. Mr. Weiner has been a member of the Board of        Directors of the Company since June 2005. Mr. Weiner has been Chief Legal Officer and        General Counsel of Ares Management since September 2006. Previously, Mr. Weiner was        employed with Apollo Advisors, L.P. and Apollo Real Estate Advisors and served as general        counsel of the Apollo organization from 1992 to September 2006. Prior to joining Apollo,        Mr. Weiner was a partner in the law firm of Morgan, Lewis & Bockius        specializing in securities law, public and private financings, and corporate and commercial        transactions. Mr. Weiner also serves on the board of directors of Hughes        Communications, Inc.

**Audit        Committee**

The Company’s Audit Committee is currently composed of three outside        directors, Mr. Killeen, Mr. Stasior and Mr. Stone, all of whom have been determined by the        Board to be independent under Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock        Market. The Board of Directors has determined that Mr. Stone is an “audit committee        financial expert” within the applicable definition of the SEC.

**Code of        Ethics**

The Company has adopted a Code of Ethics for its senior executive officers        and senior financial officers, including its principal accounting officer and controller. A        copy of the Code is publicly available on the Company’s website at www.skyterra.com.        Amendments to the Code or any grant of a waiver from a provision of the Code requiring        disclosure under applicable SEC rules will also be disclosed on the Company’s        website.

**Section        16(a) Beneficial Ownership Reporting Compliance**

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires        the Company’s directors and officers, and persons who own more than 10% of a        registered class of the Company’s securities, to file with the SEC initial reports of        ownership and reports of changes in ownership of our common stock and other equity        securities. Officers, directors and greater than 10% stockholders are required by SEC        regulations to furnish the Company with copies of all Section 16(a) forms they        file.

To the Company’s knowledge, based solely on a review of the copies of        such reports furnished to the Company, the Company believes that during the year ended        December 31, 2007 its officers, directors and greater than 10% stockholders complied with        all Section 16(a) filing requirements.

| **ITEM 11.** | **Executive Compensation** |
|--------------|----------------------------|

**Compensation Discussion and Analysis**

The Company’s Compensation Committee is empowered to review and        approve, or recommend for the approval of the full Board of Directors, the annual        compensation for the executive officers of the Company. The board of directors of MSV GP,        the general partner of MSV, has its own Compensation Committee, which is similarly        empowered to review and approve annual compensation policy for MSV’s executive        officers and others. Our Compensation Committee takes an active role in reviewing        compensation policies at MSV with respect to our executive officers who are also executive        officers of MSV, as MSV is a consolidated subsidiary.

**Objectives of Compensation Program**

The primary objective of our compensation program, including our executive        compensation program, is to attract and retain qualified management who can work in the        Company’s dynamic business environment. A further objective of our compensation        program is to provide incentives and reward each member of management for their        contribution to the Company. In addition, we strive to promote an ownership mentality among        key leadership and the Board of Directors. Finally, we endeavor to ensure that our        compensation program is perceived as fundamentally fair to all stakeholders. The        compensation program at MSV has been based upon similar objectives.

**What        Our Compensation Program is Designed to Reward**

Our compensation program is designed to reward each executive’s        contribution to the Company. In measuring the executive officers’ contribution to the        Company, the Compensation Committee considers numerous

 

5

 

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subjective factors, which historically have focused on the transactional        nature of the Company’s business in recent years, rather than more traditional        metrics in light of the fluid nature of the Company’s business.

MSV’s compensation program is similarly designed to reward each team        member’s contribution to the Company as well as the achievement of individual        objectives which are set at the beginning of each year, in addition to rewarding team        members for the success of MSV as a whole.

Regarding most compensation matters, including executive and director        compensation, our management provides recommendations to the Compensation Committee. The        Compensation Committee has not historically delegated any of its functions to others in        setting compensation. However, in light of the fact that our Chief Executive Officer and        President, Executive Vice President and Chief Financial Officer, and Vice President and        Corporate Controller are also executives of MSV, and are paid by MSV pursuant to employment        agreements with MSV, their compensation, including bonuses, are set by the MSV Compensation        Committee, but will continue to be subject to our Compensation Committee’s oversight.        We do not currently engage any consultant related to executive and/or director compensation        matters.

Stock price performance has not been a significant factor in determining        annual compensation because the price of the Company’s common stock is subject to        significant fluctuations due to a variety of factors outside our control. The Company does        not have an exact formula for allocating between cash and non-cash compensation, though        historically we have provided little non-cash compensation, other than our equity programs.        Cash compensation is generally paid as earned.

**Elements of Our Compensation Plan and How They Relate to Our        Objectives**

Annual executive officer compensation consists of a base salary component        and a discretionary annual bonus. It is the Compensation Committee’s intention to set        total executive cash compensation sufficiently high to attract and retain a strong        motivated leadership team, and recognize our executives’ roles in accomplishing        extraordinary transactions. In 2007, in addition to their base salaries in accordance with        their respective employment agreements, each of Messrs. Good and Macleod was awarded a        bonus equal to 100% of his target bonus, or approximately $450,000 and $243,750,        respectively. These bonuses were awarded based on Messrs. Good’s and Macleod’s        roles in helping the Company achieve certain pre-established objectives and various        operational milestones in 2007, including, among other things, obtaining key investor        commitments, establishing the Company’s strategic relationship with Inmarsat and        achieving various successes in connection with the continuing        development of the        Company's next generation satellite business. The Compensation Committee awarded Mr. Lewis        a bonus of $125,000, equal to approximately 110% of his base salary, in recognition of his        efforts on behalf of the Company during 2007.

Each of our executive officers has received stock option grants and/or        restricted stock under either the Company’s 2006 Equity and Incentive Plan or the        Company’s 1998 Long-Term Incentive Plan. Although historically we generally have not        issued either Company stock options or Company restricted stock to employees of MSV        (because MSV employees were granted options to purchase limited partnership interests of        MSV), on March 14, 2008 we commenced an offer to issue Company stock options in exchange        for the termination of outstanding options to purchase limited partnership interests of        MSV. We commenced this offer to further simplify the ownership structure of MSV and to        provide holders of MSV options with the opportunity to obtain options to acquire Company        stock, for which there is a trading market rather than the illiquid MSV limited partnership        interests. On April 17, 2008 we extended the offer’s expiration date by an additional        20 business days, and we now expect to complete the offer on or about May 16, 2008. Going        forward, we expect that any equity incentives awarded to MSV employees will generally be in        the form of Company stock options or Company restricted stock.

To date, the number of Company stock options or shares of Company restricted        stock that have been granted to our named executive officers has been determined on a        discretionary rather than a formula basis by the Compensation Committee. The 2006 fiscal        year was the first year that we granted restricted stock, as opposed to options, to our        named executive officers. The 2006 awards of restricted stock were designed to enhance        retention and performance by providing for a three-year vesting schedule for one-third of        the grant, and tying the other two-thirds to stock performance metrics. By adopting such an        approach, we believe we have enhanced our ability to retain the services of such employees        on a long-term basis while also further aligning their interests with those of our common        stockholders.

 

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No SkyTerra or MSV equity awards were granted to any of the named executive        officers in 2007, other than the grant of SkyTerra options to Mr. Wiseman upon his        commencement of employment.

**How the        Company Chose Amounts for Each Element**

Each executive’s current and prior compensation is considered in        setting future compensation. In addition, we informally review the compensation practices        of other companies. The elements of our plan (e.g., base salary, bonus and stock options or        restricted stock) are similar to the elements used by many companies. The exact base pay,        stock grant, and bonus are chosen in an attempt to balance our competing objectives of        fairness to all stakeholders and attracting/retaining our executives. For additional        information regarding the compensation of our named executive officers, please see the        Summary Compensation Table below.

**Grant        Policies**

Subject to certain exceptions set forth below, the Company’s annual        stock option grants to executives and others in recent years have coincided with the        meeting of the Compensation Committee following year-end at which discretionary bonuses are        considered. Except in the case of new hires, the Compensation Committee does not generally        grant options on other dates. The grant date is established when the Company’s        Compensation Committee approves the grant. The exercise price of each of our stock options        grants under the 2006 Equity and Incentive Plan is, in accordance with the 2006 Plan, to be        at fair market value on the date of grant based on the average of the closing bid and ask        price on the grant date. The 1998 Long-Term Incentive Plan similarly provides for grants at        the fair market value on the date of grant, though we do not expect significant activity        under that plan. If at the time of any planned option grant date any member of our Board of        Directors or executive team is aware of material non-public information, the Company would        not generally make the planned stock option grant. In such event, as soon as practical        after material information is made public, the Compensation Committee will have a specially        called meeting and/or otherwise take all necessary steps to authorize a stock option grant.        The Compensation Committee has fixed the form of agreement for such grants and delegated        authority within a narrowly defined matrix for the Chief Executive Officer of the Company        to make grants of options to purchase shares of Company common stock at the time of        beginning employment with the Company or any subsidiary to individuals at the level of Vice        President and below. For additional information regarding the grants of stock options and        restricted stock to our named executive officers in 2007, please see the table entitled        2007 Grants of Plan-Based Awards below.

The Compensation Committee of MSV sets the terms and pricing for grants        options under MSV’s 2001 Unit Incentive Plan, in addition to making all grants to        personnel at the level above Vice President. The Compensation Committee has fixed the form        of agreement for such grants and delegated authority within a narrowly defined matrix for        the Chief Executive Officer of MSV to make grants of options to purchase MSV limited        partnership units at the time of beginning employment with MSV to individuals at the level        of Vice President’s and below. As MSV has historically been a private entity, the        price has been the fixed by the Compensation Committee and is periodically reviewed.        Subject to prior approval by the Compensation Committee or in accordance with the        delegation process, each option is typically granted on the hire date.

**Accounting and Tax Considerations**

Our stock option grant policies have been affected by the implementation of        SFAS No. 123(R),*Share Based Payments*,        which we adopted in the first quarter of fiscal year 2006. Under this accounting        pronouncement, we are required to value unvested stock options granted prior to our        adoption of SFAS No. 123(R), and all options granted after our adoption of SFAS No. 123(R),        under the fair value method and expense those amounts in the income statement over the        stock option’s vesting period.

We have generally structured our compensation program to comply with        Internal Revenue Code Sections 162(m) and 409A. Under Section 162(m) of the Internal        Revenue Code, a limitation is placed on tax deductions of any publicly-held corporation for        individual compensation to certain executives of such corporation exceeding $1,000,000 in        any taxable year, unless the compensation is performance-based. If an executive is entitled        to nonqualified deferred compensation benefits that are subject to Section 409A, and such        benefits do not comply with Section 409A, then the benefits are taxable in the first year        they are not subject to a substantial risk of forfeiture. In such case, the executive is        subject to regular federal income tax, interest and an additional federal income tax of 20%        of the benefit includible in income.

The 2006 Equity and Incentive Plan provides us with the ability to make cash        based awards, as defined in the Plan, to an individual participant in the Plan of up to        $2,500,000, in accordance with the terms of the Plan.

 

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**Compensation Committee Report**

We have reviewed and discussed with management the Compensation Discussion        and Analysis to be included in this Form 10-K/A. Based on the reviews and discussions        referred to above, we recommend to the Board of Directors that the Compensation Discussion        and Analysis referred to above be included in this Form 10-K/A.

Compensation Committee

|   | Jeffrey M. Killeen |
|--------|--------------------|

 

**Summary        Compensation Table**

The following table sets forth information concerning compensation for our        Chief Executive Officer, Chief Financial Officer, and our two other most highly compensated        executive officers who were serving as executive officers as of December 31,        2007.

         

|  

**Name and Principal**

**Position**                                                |  

                             

**Year** |  

**Salary**

**$**            |  

**Bonus**

**$**                         | **Stock Awards**

**$(1)**           | **Option Awards**

**$(1)**                      | **All Other Comp**

**($)**                  |  

                             

**Total** |
|---------------------------------------------------------------------------------------------|------------------------------------------------------|--------------------------------------|--------------------------------------------------|--------------------------------------|--------------------------------------------------|----------------------------------------------|-------------------------------------------------------|
| Alexander Good

Chief Executive Officerand President                        (2)             | 2007

                         

2006           | $

                         

$ | 600,000

                         

434,137 | $

                         

$ | 717,800

                         

325,520 | (3)                                          | $

                         

$                  | 2,446,602

                         

55,700 | $

                         

$ | -

                         

- | $

                         

$ | 12,024

                         

11,631 | (4)

                         

(5) | $

                         

$ | 3,776,426

                         

826,988 |
| Scott Macleod

Executive Vice President, Chief Financial Officer                        (6) | 2007

                         

2006           | $

                         

$ | 375,000

                         

302,500 | $

                         

$ | 243,750

                         

148,958 |                                         | $

                         

$                  | 1,223,294

                         

27,850 | $

                         

$ | 1,694,038

                         

1,226,962 | $

                         

$ | 11,339

                         

24,111 | (7)

                         

(8) | $

                         

$ | 3,547,421

                         

1,730,381 |
| James A. Wiseman

Vice President and

Corporate Controller (9)                              | 2007                                                 | $                                    | 80,385                                           | $                                    | 110,000                                          | (10)                                         | $                                                     | - | $ | 22,242 | $ | 313 |   | $ | 212,940 |
| Robert Lewis

Former Senior Vice President,

General Counsel and Secretary (11)             | 2007

                         

2006           | $

                         

$ | 115,510

                         

205,000 | $

                         

$ | 125,000

                         

765,000 |  

                         

(12) | $

                         

$                  | 245,568

                         

- | $

                         

$ | -

                         

- | $

                         

$ | -

                         

10,000 |  

                         

(13) | $

                         

$ | 486,078

                         

980,000 |

 

 

| (1) | The amounts shown in this column are the amounts that we                        recognized as compensation expense in the year shown pursuant to SFAS No.                        123(R), except that in accordance with the rules of the SEC, these figures                        do not include estimates of forfeitures related to service-based vesting                        conditions. For a discussion of the assumptions used in the valuation under                        SFAS No. 123(R) see Note 7 to our consolidated financial statements                        beginning on page F-26 of our Annual Report on Form 10-K for the year ended                        December 31, 2007. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Mr. Good also serves as MSV’s Chief Executive                        Officer, President and Vice Chairman. |
|-----|-----------------------------------------------------------------------------------------------------------------------|

| (3) | Comprised of a $267,800 special bonus paid out in accordance                        with Mr. Good’s employment agreement upon Mr. Good’s stock                        options in TerreStar Networks Inc. becoming freely exercisable, marketable                        or “liquid,” and $450,000 related to 2007                        performance. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Includes $9,000 of employer contributions to the Company's                        tax-qualified retirement plan and $3,024 related to long-term disability                        benefits. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Includes $8,800 of employer contributions to the                        Company’s tax-qualified retirement plan and $2,831 related to                        long-term disability benefits. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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| (6) | Mr. Macleod also serves as MSV’s Executive Vice                        President and Chief Financial Officer. |
|-----|--------------------------------------------------------------------------------------------------------------------------|

(7) Includes $9,000 of employer contributions to the Company’s        tax-qualified retirement plan, and $2,339 related to long-term disability        benefits.

| (8) | Includes $14,047 of relocation expenses, $8,800 of employer                        contributions to the Company’s tax-qualified retirement plan, and                        $1,264 related to long-term disability benefits. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (9) | Mr. Wiseman joined the Company in August, 2007. He also                        serves as MSV’s Vice President and Corporate Controller. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------|

| (10) | Comprised of a $44,000 sign-on bonus paid in accordance with                        Mr. Wiseman’s offer letter and $66,000 related to 2007                        performance. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (11) | Mr. Lewis’s employment with the Company was terminated                        on April 25, 2008. |
|------|--------------------------------------------------------------------------------------------------------|

| (12) | Represents a one-time bonus received in recognition of Mr.                        Lewis’s role in connection with the significant transactions                        consummated in 2006, including the special dividend distribution of Hughes                        Communications to the Company’s security holders and the MSV Exchange                        Transactions. |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (13) | Represents the Company’s contribution to a Simple IRA                        plan. |
|------|------------------------------------------------------------------------------------------|

 

**Employment Contracts and Change in Control Arrangements**

*Mr. Good*

Mr. Good is party to an employment agreement with MSV, the material terms of        which are as follows: Mr. Good’s base salary is set at $600,000 and his discretionary        bonus target is 75% of his annualized salary. The discretionary bonus target will be        increased to 100% of base salary upon the closing of a strategic transaction by MSV in        which strategic investors invest over $500 million in MSV. Under the employment agreement,        Mr. Good was entitled to a special bonus payment of $267,800, payable upon the earlier to        occur of: (i) Mr. Good’s TerreStar stock options (or successor options) becoming        freely exercisable, marketable or “liquid” or (ii) Mr. Good’s employment        being terminated by MSV other than for “cause” (as defined in the employment        agreement). Mr. Good received such bonus payment on February 9, 2007, based on the        circumstances described in clause (i) above. Mr. Good’s employment agreement also        provides severance benefits under the circumstances described under the caption        “Potential Payments Upon Termination and Change of Control.”

Mr. Good also entered into a change of control agreement with MSV, described        under the caption “Potential Payments Upon Termination and Change of        Control.”

On December 18, 2006, Mr. Good was granted 400,000 restricted shares of the        Company’s common stock (the “Good Restricted Stock”) under the 2006        Equity and Incentive Plan (the “Plan”). The Good Restricted Stock will vest as        follows: (i) 33.34% of the shares of Good Restricted Stock (133,334 shares) on December 18,        2009; (ii) 33.33% of the shares of Good Restricted Stock (133,333 shares) on the first day        following the twentieth consecutive trading day on which the last sale price of the        Company’s common stock or, if unavailable, the average of the closing bid and asked        prices per share of the common stock exceeds $20 per share; and (iii) 33.33% of the shares        of Good Restricted Stock (133,333 shares) on the first day following the twentieth        consecutive trading day on which the last sale price of the Company’s common stock        or, if unavailable, the average of the closing bid and asked prices per share of the common        stock exceeds $25 per share.

*Mr. Macleod*

Mr. Macleod is a party to an employment agreement with MSV dated January 9,        2006, providing his position as Executive Vice President and Chief Financial Officer for        MSV reporting directly to Mr. Good, at an annual salary of $375,000 subject to review on an        annual basis, and with a 65% annual bonus target. The term of the agreement is three years,        subject to earlier termination upon payment of one year’s salary and target bonus,        and is also subject to the vesting and two-years continued exercise of all options and        phantom unit shares granted by MSV. Mr. Macleod was granted the following equity awards on        January 27, 2006: 1) an option with respect to MSV units at a strike price of $56.33, with        three-year vesting; and 2) a phantom unit grant relating to MSV units in the amount of        50,000 units, vesting over a five year period, with 40% vesting on the second anniversary        of grant (i.e. January 27, 2008) and 20% each year thereafter, to be settled either in        units of MSV (if a public market exists at such time) or in

 

9

 

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cash in        an amount equal to the fair market value of the underlying units on the date the phantom        units vest. The initial 40% of the award vested in January 2008 and was paid in cash. Mr.        Macleod’s employment agreement also provides severance benefits under the        circumstances described under the caption “Potential Payments Upon Termination and        Change of Control.”

In addition, Mr. Macleod entered into a change of control agreement with        MSV, which is described under the caption "Potential Payments Upon Termination and Change        of Control."

On December 18, 2006, Mr. Macleod was granted 200,000 restricted shares of        the Company’s common stock (the “Macleod Restricted Stock”) under the        Plan. The Macleod Restricted Stock will vest as follows: (i) 33.34% of the shares of        Macleod Restricted Stock (66,667 shares) on December 18, 2009; (ii) 33.33% of the shares of        Macleod Restricted Stock (66,666 shares) on the first day following the twentieth        consecutive trading day on which the last sale price of the Company’s common stock        or, if unavailable, the average of the closing bid and asked prices per share of the common        stock exceeds $20 per share; and (iii) 33.33% of the shares of Macleod Restricted Stock        (66,666 shares) on the first day following the twentieth consecutive trading day on which        the last sale price of the Company’s common stock or, if unavailable, the average of        the closing bid and asked prices per share of the Common Stock exceeds $25 per        share.

*Mr. Wiseman*

Mr. Wiseman is party to an offer letter with MSV. Under this agreement, Mr.        Wiseman’s base salary shall be $220,000 and his discretionary bonus target is 30% of        his annualized salary.  Under the offer letter, Mr. Wiseman received a one-time        sign-on bonus of $44,000.  Mr. Wiseman’s offer letter also provides        severance benefits under the circumstances described under the caption “Potential        Payments Upon Termination and Change of Control.”

*Mr. Lewis*

Mr. Lewis has an amended employment agreement with the Company. This        agreement contains severance and change in control provisions described under the caption        "Potential Payment Upon Termination or a Change in Control." Mr. Lewis’s employment        with the Company was terminated on April 25, 2008.

On December 18, 2006, Mr. Lewis was granted 75,000 restricted shares of the        Company’s common stock (the “Lewis Restricted Stock”) under the Plan. The        Lewis Restricted Stock vests as follows: (i) 33.34% of the shares of Lewis Restricted Stock        (25,000 shares) on December 18, 2009; (ii) 33.33% of the shares of Lewis Restricted Stock        (25,000 shares) on the first day following the twentieth consecutive trading day on which        the last sale price of the Company’s common stock or, if unavailable, the average of        the closing bid and asked prices per share of the common stock exceeds $20 per share; and        (iii) 33.33% of the shares of Lewis Restricted Stock (25,000 shares) on the first day        following the twentieth consecutive trading day on which the last sale price of the        Company’s common stock or, if unavailable, the average of the closing bid and asked        prices per share of the common stock exceeds $25 per share. In accordance with his amended        employment agreement, the first tranche of 25,000 shares of Lewis Restricted Stock vested        as of April 25, 2008, the date of the termination of Mr. Lewis’s employment with the        Company, and the remaining shares of Lewis Restricted Stock will remain outstanding on such        terms as are set forth in the agreement governing such award.

 

10

 

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**2007        Grants of Plan-Based Awards**

The following table contains information concerning grants of plan-based        awards to the named executive officers in 2007.

 

| **Name**                                     | **Grant**

**Date** | **Estimated Future Payouts Under Non-Equity Incentive                            Plan Awards** | **Estimated Future Payouts Under Equity Incentive Plan                            Awards** | **All Other Stock Awards: No. of Shares of Stock or                            Units**

**(#)** | **All Other Option Awards: No. of Securities Underlying                            Options**

**(#)** | **Exercise or Base Price of Option                            Awards**

**($/Sh)** | **Grant Date Fair Value of Stock and Option                            Awards(1)** |
|----------------------------------------------|---------------------|------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
| **Threshold**

**($)**                       | **Target**

**($)** | **Max.**

**($)**                                                                              | **Threshold**

**(#)**                                                                     | **Target**

**(#)**                                                                             | **Max.**

**(#)**                                                                                     |                                                                               |                                                                               |   |   |
| Alexander Good                               | -                   | -                                                                                              | -                                                                                          | -                                                                                               | -                                                                                                     | -                                                                                  |                                                                               | - | - | - | - |
| Scott Macleod                                | -                   | -                                                                                              | -                                                                                          | -                                                                                               | -                                                                                                     | -                                                                                  |                                                                               | - | - | - | - |
| James A. Wiseman                             | 08/20/07            | -                                                                                              | -                                                                                          | -                                                                                               | -                                                                                                     | -                                                                                  |                                                                               | - | 56,400 | $12.41(2) | $183,864 |
| Robert Lewis

                          | -                   | -                                                                                              | -                                                                                          | -                                                                                               | -                                                                                                     | -                                                                                  |                                                                               | - | - | - | - |

 

 

| (1) | The amount shown in this column represents the grant date                        fair value determined pursuant to SFAS No. 123(R), except that in                        accordance with the rules of the SEC, these figures do not include                        estimates of forfeitures related to service-based vesting conditions. For a                        discussion of the assumptions used in the valuation under SFAS No. 123(R)                        see Note 7 to our consolidated financial statements beginning on page                        F-26 of our Annual Report on Form 10-K for the year ended December 31,                        2007. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | On February 29, 2008, the Compensation Committee of the                        Board of Directors of the Company modified the exercise prices of certain                        outstanding stock options as of February 29, 2008, including the                        56,400 options granted to Mr. Wiseman, to $7.425 per share. No other terms,                        including vesting, were modified. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

 

11

 

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**Outstanding SkyTerra Equity Awards at Fiscal Year End -        2007**

The following table shows outstanding SkyTerra equity awards held by the        named executive officers as of December 31, 2007.

|                                         | **Option Awards**                                                                                     | **Stock Awards**                                                                                        |
|----------------------------------------------|-------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| **Name**                                     | **Number of**

**Securities**

**Underlying**

**Unexercised**

**Options**

**Exercisable**

**(#)** | **Number of**

**Securities**

**Underlying**

**Unexercised**

**Options**

**Unexercisable**

**(#)** | **Equity**

**Incentive**

**Plan**

**Awards:**

**Number of**

**Securities**

**Underlying**

**Unexercised**

**Unearned**

**Options**

**(#)** | **Option**

**Exercise**

**Price**

**($)** | **Option**

**Expiration**

**Date** | **No. of**

**Shares or**

**Units of**

**Stock That**

**Have Not**

**Vested**

**(#)** | **Market**

**Value of**

**Shares or**

**Units of**

**Stock That**

**Have Not**

**Vested (1)**

**($)** | **Equity**

**Incentive**

**Plan Awards:**

**Number of**

**Unearned**

**Shares,**

**Units or**

**Other Rights**

**That Have**

**Not Vested**

**(#)** | **Equity**

**Incentive**

**Plan**

**Awards:**

**Market or**

**Payout**

**Value of**

**Unearned**

**Shares,**

**Units or**

**Other Rights**

**That Have**

**Not Vested**

**($)** |
| Alexander Good                               | -                                                                                                     | -                                                                                                       | - | - |   | - | 400,000 | (2) | $2,720,000 | - | - |   |
| Scott Macleod                                | -                                                                                                     | -                                                                                                       | - | - |   | - | 200,000 | (3) | $1,360,000 | - | - |   |
| James A. Wiseman                             | -                                                                                                     | 56,400(4)                                                                                               | - | $12.41 | (5) | 8/20/17 |   |   |   | - | - |   |
| Robert Lewis

                          | 20,000

40,000

20,000

10,000                                                                        | -

-

-

-                                                                                              | -

-

-

- | $0.56

$0.60

$1.44

$21.53 |   | 10/15/12

04/08/13

01/26/14

01/28/15 | 75,000

-

-

- | (6) | $510,000

-

-

- | -

-

-

- | -

-

-

- |   |

 

 

| (1) | This column reflects the market value of outstanding                        SkyTerra stock awards on the final day of trading in 2007. On December 31,                        2007, the average of the closing bid and asked prices on the Over the                        Counter Bulletin Board, was $6.80 per share. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | On January 12, 2007 a grant of 400,000 shares of restricted                        stock to Mr. Good under the 2006 Equity and Incentive Plan became                        effective. On December 15, 2006, the date on which such grant was approved,                        subject to an effective registration statement, the fair value of the our                        common stock, based on the average of the closing bid and asked prices on                        the Over the Counter Bulletin Board, was $13.305 per share. Such shares                        will vest as follows: (i) 33.34% of the shares (133,334 shares) on December                        18, 2009; (ii) 33.33% of the shares (133,333 shares) on the first day                        following the twentieth consecutive trading day on which the last sale                        price or, if unavailable, the average of the closing bid and asked prices                        per share of our common stock exceeds $20 per share; and (iii) 33.33% of                        the shares (133,333 shares) on the first day following the twentieth                        consecutive trading day on which the last sale price or, if unavailable,                        the average of the closing bid and asked prices per share of our common                        stock exceeds $25 per share. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | On January 12, 2007 a grant of 200,000 shares of restricted                        stock to Mr. Macleod under the 2006 Equity and Incentive Plan became                        effective. On December 15, 2006, the date on which such grant was approved,                        subject to an effective registration statement, the fair value of the our                        common stock, based on the average of the closing bid and asked prices on                        the Over the Counter Bulletin Board, was $13.305 per share. Such shares                        will vest as follows: (i) 33.34% of the shares (66,667 shares) on December                        18, 2009; (ii) 33.33% of the shares (66,666 shares) on the first day                        following the twentieth consecutive trading day on which the last sale                        price or, if unavailable, the average of the closing bid and asked prices                        per share of our common stock exceeds $20 per share; and (iii) 33.33% of                        the shares (66,666 shares) on the first day following the twentieth                        consecutive trading day on which the last sale price or, if unavailable,                        the average of the closing bid and asked prices per share of our common                        stock exceeds $25 per share. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Vests in three equal annual installments beginning on the                        first anniversary of the grant date. The first tranche will vest on August                        20, 2008 and the remaining tranches vest on August 20, 2009 and August 20,                        2010. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | On February 29, 2008, the Compensation Committee of the                        Board of Directors of the Company modified the exercise prices of certain                        outstanding stock options as of February 29, 2007, including the                        56,400 options held by Mr. Wiseman, to $7.425 per share. No other terms,                        including vesting, were modified. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

12

 

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| (6) | On January 12, 2007 a grant of 75,000 shares of restricted                        stock to Mr. Lewis under the 2006 Equity and Incentive Plan became                        effective. On December 15, 2006, the date on which such grant was approved,                        subject to an effective registration statement and execution of an award                        agreement, the fair value of the our common stock, based on the average of                        the closing bid and asked prices on the Over the Counter Bulletin Board,                        was $13.305 per share. Such shares vest as follows: (i) 33.34% of the                        shares (25,000 shares) on December 18, 2009; (ii) 33.33% of the shares                        (25,000 shares) on the first day following the twentieth consecutive                        trading day on which the last sale price or, if unavailable, the average of                        the closing bid and asked prices per share of our common stock exceeds $20                        per share; and (iii) 33.33% of the shares (25,000 shares) on the first day                        following the twentieth consecutive trading day on which the last sale                        price or, if unavailable, the average of the closing bid and asked prices                        per share of our common stock exceeds $25 per share. In accordance with his                        amended employment agreement, the first tranche of 25,000 shares of Lewis                        Restricted Stock vested as of April 25, 2008, the date of the termination                        of Mr. Lewis’s employment with the Company, and the remaining shares                        of Lewis Restricted Stock will remain outstanding on such terms as are set                        forth in the agreement governing such award. The award agreement was not                        executed until January 2007 and accordingly the fair value of the award was                        determined pursuant to the provisions of SFAS No. 123(R) and included in                        Mr. Lewis’s compensation for 2007. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

**2007        Outstanding MSV Equity Awards at Fiscal Year End**

The following table shows outstanding MSV equity awards held by the named        executive officers as of December 31, 2007. As described in “Compensation Discussion        and Analysis,” on March 14, 2008, we commenced an offer to issue SkyTerra stock        options in exchange for the termination of outstanding options to purchase limited        partnership interests of MSV. The option awards shown in this table reflect options to        purchase limited partnership units of MSV that were held by the named executive officers as        of December 31, 2007. Mr. Good’s options were granted in 2004 and 2005 respectively,        in connection with his employment by MSV. Mr. Macleod’s options were granted in 2006        in connection with his employment by MSV.

 

|             | **Option Awards**                                                                                     | **Stock Awards**                                                                                        |
|------------------|-------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| **Name**         | **Number of**

**Securities**

**Underlying**

**Unexercised**

**Options**

**Exercisable**

**(#)** | **Number of**

**Securities**

**Underlying**

**Unexercised**

**Options**

**Unexercisable**

**(#)** | **Equity**

**Incentive**

**Plan**

**Awards:**

**Number of**

**Securities**

**Underlying**

**Unexercised**

**Unearned**

**Options**

**(#)** | **Option**

**Exercise**

**Price**

**($)** | **Option**

**Expiration**

**Date** | **No. of**

**Shares or**

**Units of**

**Stock That**

**Have Not**

**Vested**

**(#)** | **Market**

**Value of**

**Shares or**

**Units of**

**Stock That**

**Have Not**

**Vested**

**($)** | **Equity**

**Incentive**

**Plan Awards:**

**Number of**

**Unearned**

**Shares,**

**Units or**

**Other Rights**

**That Have**

**Not Vested**

**(#)** | **Equity**

**Incentive**

**Plan**

**Awards:**

**Market or**

**Payout**

**Value of**

**Unearned**

**Shares,**

**Units or**

**Other Rights**

**That Have**

**Not Vested**

**($)** |
| Alexander Good   | 400,000

200,000                                                                                      | (1)

(1)                                                                                                | -

- | -

- | $

$ | 6.45

6.45 | 2/27/14

2/27/15 | -

- | -

- | -

- | -

- |
| Scott Macleod    | 75,000                                                                                                |  

(2)                                                                                             | 150,000 (2) | - | $ | 35.00(3) | 1/25/16 | 50,000 (4) | $ 958,800(5) | - | - |
| James A. Wiseman | -                                                                                                     |                                                                                                    | - | - |   | - | - | - | - | - | - |
| Robert Lewis     | -                                                                                                     |                                                                                                    | - | - |   | - | - | - | - | - | - |

 

 

| (1) | Although these awards were originally scheduled to vest in                        three equal annual installments beginning on the anniversary of the grant                        date, the options are now fully vested as a result of a change of control                        of MSV deemed to have occurred in 2005. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Vests in three equal annual installments beginning on the                        first anniversary of the grant date. The first tranche vested on January                        25, 2007 and the remaining tranches vest on January 25, 2008 and January                        25, 2009. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | On February 29, 2008, the Compensation Committee of the                        Board of Directors of MSV’s general partner modified the exercise                        prices of outstanding unit options as of February 29, 2008 with                        exercise prices of $35.00 to $20.94. No other terms, including vesting,                        were modified. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

13

 

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| (4) | Comprises a phantom award of 50,000 units of MSV limited                        partnership interests. Vests over a five year period, with 40% vesting on                        the second anniversary of grant (i.e. January 27, 2008) and 20% each year                        thereafter, to be settled either in units of limited partnership interests                        of MSV (if a public market exists at such time) or in cash in an amount                        equal to the fair market value of the underlying units on the vesting date.                        The initial 40% of the award vested in January 2008 and was paid in                        cash. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Because the phantom award is payable in shares of SkyTerra                        stock instead of MSV limited partnership interests, the market value shown                        is based on the market value of $6.80 per share of SkyTerra common stock on                        December 31, 2007 and a conversion ratio of 2.82 shares of SkyTerra common                        stock per unit of MSV limited partnership interest. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Option        Exercises and Stock Vested - 2007**

There were no SkyTerra or MSV options exercised by any of the named        executive officers during 2007, and no shares of SkyTerra stock or limited partnership        interests of MSV held by any of the named executive officers vested during 2007.

**Pension        Plan / Nonqualified Deferred Compensation Plan**

None of the named executive officers participate in any deferred benefit        pension plan or nonqualified deferred compensation plan.

**Potential Payments upon Termination or Change in Control**

*Mr. Good*

Mr. Good has entered into an employment agreement with MSV (described above        under “Employment Contracts and Change in Control Arrangements”). Pursuant to        the employment agreement, if Mr. Good's employment is terminated by MSV without cause (as        defined in the employment agreement and as set forth below), he will be entitled to (i) a        lump sum severance payment in an amount equal to the sum of Mr. Good’s base salary        and his average bonus for 24 months; and (ii) continued coverage of group term life        insurance, health insurance, accident and long-term disability insurance benefits for a        period of 24 months following the termination.

Mr. Good also entered into a change of control agreement with MSV. Under the        change of control agreement, if a “change of control” of MSV (as defined in the        agreement and as described below) occurs and, within two years following such change of        control, MSV terminates Mr. Good’s employment without cause or Mr. Good terminates        his employment for good reason (as defined in the agreement), Mr. Good will be entitled to        (i) a lump sum severance payment in an amount equal to the sum of Mr. Good’s base        salary and his average bonus for 24 months; (ii) full vesting of all MSV options, with such        options remaining exercisable for two years following the date of termination; and (iii)        continued coverage of group term life insurance, health insurance, accident and long-term        disability insurance benefits for a period of 24 months following the termination (except        that with respect to clauses (i) and (iii) above, such period would have been 18 months        with respect to any change of control that occurred prior to December 18, 2006).

|   | For purposes of Mr.                        Good’s employment agreement, the term “cause”                        means: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------|

(a) the willful and continued failure of the executive to substantially        perform his duties with MSV (other than any such failure resulting from incapacity due to        physical or mental illness), after a written demand for substantial performance is        delivered to the executive by the Board of MSV GP which specifically identifies the manner        in which the Board believes that the executive has not substantially performed the        executive’s duties;

(b) the willful engaging by the executive in illegal conduct or gross        misconduct which is materially and demonstrably injurious to MSV;

(c) personal dishonesty or breach of fiduciary duty to MSV that in either        case results or was intended to result in personal profit to the executive at the expense        of MSV; or

         

(d) willful violation of any law, rule or regulation (other than traffic        violations, misdemeanors or similar offenses) or cease-and-desist order, court order,        judgment or supervisory agreement, which violation is materially and demonstrably injurious        to MSV.

 

14

 

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For purposes of Mr. Good’s change of control agreement, the term        “change in control” means any of the following:

(a) any person or group of persons (as defined in Section 13(d) and        14(d) of the Securities Exchange Act of 1934) together with its affiliates, excluding        employee benefit plans of MSV, is or becomes, directly or indirectly, the “beneficial        owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of MSV        representing 40% or more of the combined voting power of MSV’s then outstanding        securities;

(b) the dissolution or liquidation of MSV or a merger, consolidation, or        reorganization of MSV with one or more other entities in which MSV is not the surviving        entity, or the . sale of substantially all of the assets of MSV to another person or        entity;

(c) any transaction (including without limitation a merger or reorganization        in which MSV is the surviving entity) which results in any person or entity (other than        persons who are members of MSV or affiliates immediately prior to the transaction) owning        more than 50% of the combined voting power of all classes of securities of MSV;        or

         

(d) individuals who at the beginning of any two-year period constitute the        Board of Directors of MSV GP, plus new directors whose election or nomination for election        by MSV’s members is approved by a vote of at least two-thirds of the directors of MSV        GP still in office who were directors at the beginning of such two-year period, cease for        any reason during such two-year period to constitute at least two-thirds of the members of        the Board.

A change in control does not include either an initial public offering by        MSV or any successor thereto or the consummation of the conversion of MSV or its business        into a corporation.

*Mr. Macleod*

Mr. Macleod has entered into an employment agreement with MSV (described        aboveunder “Employment Contracts and Change in Control        Arrangements”) which provides that if MSV terminates his employment during the term        set forth in the agreement without cause, or if MSV makes a material change to the terms of        Mr. Macleod’s employment as set forth in the agreement without his prior written        consent, Mr. Macleod will be entitled to one year’s salary and target bonus, as well        as immediate vesting of all MSV options (and such options shall remain exercisable for two        years following termination of employment) and MSV units or phantom units.

Mr. Macleod is also a party to a change of control agreement with MSV. Under        the change of control agreement, if a “change of control” of MSV (as defined in        the agreement and as described below) occurs and, within two years following such change of        control, MSV terminates Mr. Macleod’s employment without cause or Mr. Macleod        terminates his employment for good reason (as defined in the agreement), Mr. Macleod would        be entitled to (i) a lump sum severance payment in an amount equal to the sum of Mr.        Macleod’s annual base salary and his average bonus; (ii) full vesting of all options        and phantom units, with such options remaining exercisable for two years following the date        of termination; and (iii) continued coverage of group term life insurance, health        insurance, accident and long-term disability insurance benefits for a period of 12 months        following the termination.

For purposes of Mr. Macleod’s change in control agreement, the term        “change in control” means any of the following:

(a) any person or group of persons (as defined in Section 13(d) and        14(d) of the Exchange Act) together with its affiliates, excluding employee benefit plans        of MSV, is or becomes, directly or indirectly, the “beneficial owner” (as        defined in Rule 13d-3 under the Exchange Act) (other than persons who are members of MSV or        affiliates immediately prior to the transaction) of securities of MSV representing 50% or        more of the combined voting power of MSV’s then outstanding securities, other than in        place as of the date of the change in control agreement;

(b) the dissolution or liquidation of MSV or a merger, consolidation, or        reorganization of MSV with one or more other entities in which MSV is not the surviving        entity, or the sale of substantially all of the assets of MSV to another person or        entity;

(c) any transaction (including without limitation a merger or reorganization        in which MSV is the surviving entity) which results in any person or entity (other than        persons who are members of MSV or affiliates immediately prior to the transaction) owning        more than 50% of the combined voting power of all classes of securities/interests of MSV;        or

 

15

 

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(d) individuals who at the beginning of any two-year period constitute the        Board of Directors of MSV GP, plus new directors whose election or nomination for election        by MSV’s members is approved by a vote of at least two-thirds of the directors of MSV        GP still in office who were directors at the beginning of such two-year period, cease for        any reason during such two-year period to constitute at least two-thirds of the members of        the Board.

Notwithstanding the foregoing, a change in control is not deemed to occur        solely as a result of: (i) an initial public offering by MSV or any successor thereto,        (ii) the consummation of the conversion of MSV or its business into a corporation, or        (iii) a transaction, or series of related transactions, the result of which is that        share ownership and rights in SkyTerra or TerreStar, as the case may be, generally reflects        the pre-transaction beneficial ownership structure of MSV (including pre-transaction        indirect ownership by the beneficial shareholders of SkyTerra and TerreStar).

 

|   | *Company Restricted Stock                        Awards* |
|--------|----------------------------------------------------------|

The agreements governing Mr. Good’s and Mr. Macleod’s Company        restricted stock awards provide that upon the termination by the Company of the        executive’s employment other than for “Cause” (as defined in the        agreement and as described below), or as a result of death or disability, or if the        executive voluntarily terminates his employment with the Company for Good Reason (as        defined in the agreement and as described below), all vesting restrictions will lapse with        respect to any time vesting shares, and performance vesting shares will remain outstanding        on such terms as are set forth in the agreement. Upon a change of control of the Company,        the restricted stock will remain outstanding and subject to the vesting restrictions        contained in the agreement.

For purposes of Mr. Good’s and Mr. Macleod’s restricted stock        award agreements, “Cause” means (i) the willful and continued failure by        the executive substantially to perform his or her duties and obligations to the Company or        a subsidiary, including without limitation, repeated refusal to follow the reasonable        directions of the employer, knowing violation of law in the course of performance of the        duties of the executive’s employment with the Company or a subsidiary, repeated        absences from work without a reasonable excuse, or intoxication with alcohol or illegal        drugs while on the premises of the Company or a subsidiary during regular business hours        (other than any such failure resulting from his or her incapacity due to physical or mental        illness); (ii) fraud, dishonesty or other conduct that negatively effects the Company        or a subsidiary, or other willful misconduct by the executive that is in the good faith        opinion of the Compensation Committee injurious to the Company or a subsidiary;        (iii) a conviction or plea of guilty or*nolo        contendre*to a felony or a crime involving material dishonesty;        or (iv) refusal to cooperate in any lawful internal investigation approved by the        Board or a committee thereof.

For purposes of Mr. Good’s and Mr. Macleod’s restricted stock        award agreements, “Good Reason” means the occurrence (without the        executive’s express written consent) of any of the following events: (i) a ten or        more percent reduction in the executive’s annual base salary (including any base        salary paid by MSV to executive) as in effect immediately prior the date of the agreement;        (ii) being stripped of the title of CEO or CFO, as the case may be, at either the Company        or MSV; or (iii) the relocation of the executive’s principal place of employment to a        location more than fifty (50) miles from the executive’s principal place of        employment immediately prior to the date hereof or the Company’s requiring the        executive to be based anywhere other than such principal place of employment (or permitted        relocation thereof) except for required travel on the Company’s business to an extent        substantially consistent with the executive’s business travel obligations prior to        the date of the agreement.

*Mr. Wiseman*

Mr. Wiseman’s offer letter provides that if his employment is        terminated during the two year period following August 20, 2007 without cause, Mr. Wiseman        is entitled to six months of salary and target bonus.

 

The agreement covering Mr. Wiseman’s Company stock options provides        that: (i) upon the termination by the Company or MSV of Mr. Wiseman’s employment        other than for Cause (as defined in the 2006 Equity and Incentive Plan), all unvested        options will immediately vest and remain exercisable for one year from the date of        termination; (ii) upon the termination by Mr. Wiseman of his employment with the Company        for good reason within one year following a change of control of the Company, all unvested        options will immediately vest and remain exercisable for one year from the date of such        termination; and (iii) upon the termination by Mr. Wiseman of his employment with the        Company, other than for good reason, within one year following a change of control of the        Company, Mr. Wiseman has 90 days from the termination to exercise any vested options and        all unvested options are extinguished on the date of such        termination.  

 

16

 

----

 

Under Mr. Wiseman’s Change of Control Agreement with MSV,        if  a change of control of MSV (as defined in the  agreement) occurs        and, within two years following such change of control, MSV terminates Mr. Wiseman’s        employment without cause or Mr. Wiseman terminates his employment for good reason, Mr.        Wiseman is entitled to (i) a lump sum severance payment in an amount equal to the sum        of  Mr. Wiseman’s base salary and his average bonus for        12  months; and (ii) continued coverage of group term life insurance, health        insurance, accident and long-term disability insurance benefits for a period of 12 months        following the termination.

*Mr. Lewis*

Mr. Lewis is a party to an amended employment agreement with the Company.        Under this agreement, if, either (i) Mr. Lewis is terminated other than for        “cause” (as defined in the agreement and as described below) or (ii) Mr. Lewis        terminates his employment for any reason upon 60 days notice to the Company, then Mr. Lewis        is entitled to receive severance compensation and benefits in a lump sum payment consisting        of one year of his then current salary (except this amount may not be less than Mr.        Lewis’s base salary at the time of his amended employment agreement). In addition, in        the circumstances described in clauses (i) and (ii) in the previous sentence, Mr. Lewis        will have the right to exercise all vested stock options and unvested stock options through        the option expiration date for such options, all vesting restrictions will lapse with        respect to any time vesting shares, and performance vesting shares will remain outstanding        on such terms as are set forth in the agreement governing such awards. Payment of these        benefits is conditioned on Mr. Lewis agreeing (i) not to accept employment with a company        for 18 months following such termination which directly competes with MSV by operating a        satellite system with an ancillary terrestrial component; and (ii) to make himself        available at reasonable times to respond to reasonable inquiries from Company executives        concerning Company matters, subject to his other professional and personal        commitments.

For purposes of Mr. Lewis’s employment agreement, the term        “cause” means (i) habitual intoxication which materially affects performance;        (ii) drug addiction; (iii) conviction of a felony materially adversely affecting the        Company or the employee’s ability to perform his duties; (iv) adjudication as an        incompetent; or (v) misappropriation of corporate funds.

Mr. Lewis’s employment with the Company was terminated on April 25,        2008. In accordance with his amended employment agreement, Mr. Lewis will be entitled to        the severance and other benefits described above.

**Quantification of Potential Payments**

Assuming that the named executive officer's employment was terminated on the        last day of our 2007 fiscal year, the table below shows the amounts that would have been        paid to each of our named executive officers based on the termination circumstances set        forth in the table.

|                                | **Termination                    Following Change in Control** | **Termination                    without Cause (non-Change in Control)** |
|-------------------------------------|----------------------------------------------------------------|--------------------------------------------------------------------------|
| **Name**                            | **Cash                    Severance                    ($)**   | **Benefits                    Continuation****($)**                      | **Equity****Value                    ($)** | **Cash                    Severance                    ($)** | **Benefits                    Continuation****($)** | **Equity                    Value                    ($)** |
| Alexander                    Good   | $                                                              | 2,100,000                                                                | $ | 37,272 | (1) | $ | 906,671 | (2) | $ | 2,100,000 | $ | 37,272 | (1) | $ | 906,671(2) |
| Scott                    Macleod    | $                                                              | 618,750                                                                  | $ | 18,636 | (3) | $ | 3,300,636 | (4) | $ | 618,750 | $ | 18,636 | (3) | $ | 3,300,636(4) |
| James A.                    Wiseman | $                                                              | 286,000                                                                  |   | - |   |   | - |   | $ | 143,000 | $ | 18,636 | (3) |   | - |
| Robert                    Lewis     | $                                                              | 140,000                                                                  |   | - |   | $ | 170,000 | (5) | $ | 140,000 | $ | - |   | $ | 170,000(5) |

         

| (1) | Represents the value of the continuation of benefits upon a                        termination, including twenty-four (24) months of continued medical and                        dental insurance coverage upon termination without cause. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Represents the value of 133,334 unvested shares of the                        Company’s restricted stock that would vest upon termination without                        cause following a change of control of SkyTerra, based on the December 31,                        2007 closing price of $6.80 per share. Excludes the value of 266,666                        unvested shares of the Company’s restricted stock that have                        performance vesting conditions that would not have been met as of the last                        day of our 2007 fiscal year. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

17

 

----

| (3) | Represents the value of the continuation of benefits upon a                        termination, including twelve (12) months of continued medical and dental                        insurance coverage upon termination following a change in control or                        termination without cause. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Includes the value of 66,667 unvested shares of the                        Company’s restricted stock that would vest upon termination without                        cause following a change of control of SkyTerra, based on the December 31,                        2007 closing price of $6.80 per share. Also includes the estimated value of                        150,000 MSV unit options that would vest upon termination following a                        change in control of MSV or termination without cause. The value of the MSV                        units was estimated using a market approach described in Note 7 to our                        consolidated financial statements beginning on page F-26 of our Annual                        Report on Form 10-K for the year ended December 31, 2007. This amount also                        includes the value of 50,000 MSV phantom units that would vest upon                        termination following a change in control of MSV or termination without                        cause. Because the phantom award is payable in shares of SkyTerra stock                        instead of MSV limited partnership interests, the market value shown is                        based on the market value of $6.80 per share of SkyTerra common stock on                        December 31, 2007 and a conversion ratio of 2.82 shares of SkyTerra common                        stock per unit of MSV limited partnership interest. Excludes the value of                        133,333 unvested shares of the Company’s restricted stock that have                        performance vesting conditions that would not have been met as of the last                        day of our 2007 fiscal year. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Represents the value of 25,000 unvested shares of the                        Company’s restricted stock that would vest upon termination without                        cause, based on the December 31, 2007 closing price of $6.80 per share.                        Excludes the value of 50,000 unvested shares of the Company’s                        restricted stock that have performance vesting conditions that would not                        have been met as of the last day of our 2007 fiscal year. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

**Compensation of Directors**

Prior to April 2008, each non-employee director received a per meeting fee        of $1,000 for each meeting of the Board of Directors and $500 for each committee meeting        attended, along with expenses incurred in connection with attending each        meeting.

         

In April 2008, as a result of a study demonstrating that the Company’s        existing Board compensation arrangements were significantly below the norm for similar        companies in its industry, the Board approved a revised compensation program for outside        directors. As of April 2008, each non-employee director is paid an annual retainer of        $30,000, each member of the Audit Committee is paid an annual retainer of $7,500, and each        member of the Compensation Committee is paid an annual retainer of $2,500. These annual        retainers are in lieu of payments on a per meeting basis. In addition, in April 2008 the        Board approved an option grant for each non-executive director serving as of May 1, 2008,        to purchase 20,000 shares of common stock, with an exercise price equal to the fair market        value of the Company’s common stock on May 1, 2008. From time to time, directors may        be granted additional options to purchase common stock, or other equity awards, under our        2006 Equity and Incentive Plan.

         

In April 2008, the Board also made grants of restricted stock to Mr. Killeen        and Mr. Stasior, both of whom are independent directors, in recognition of their long-time        service to the Board during periods when the Board’s director compensation        arrangements were below industry norms. Mr. Killeen was granted a restricted stock award of        80,000 shares, and Mr. Stasior was granted a restricted stock award of 55,000 shares. Both        of these awards will vest upon the earlier of December 1, 2008, two days following the        filing by the Company of its quarterly report on Form 10-Q for the quarter ended September        30, 2008, or such date as the director is not re-nominated for election to the Board of        Directors.

         

         

18

 

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**2007        Director Compensation**

 

| **Name**                   | **Fees Earned or Paid in Cash** | **Stock Awards** | **Option Awards (1)** | **Non-Equity Incentive Plan Comp.** | **Change in Pension Value and Nonqualified Deferred                            Comp. Earnings** | **All Other Comp.** | **Total** |
|----------------------------|---------------------------------|------------------|-----------------------|-------------------------------------|-------------------------------------------------------------------------------------------------|---------------------|-----------|
|                       | **($)**                         | **($)**          | **($)**               | **($)**                             | **($)**                                                                                         | **($)**             | **($)**   |
|  

Andrew D. Africk   | $8,000                          | $ -              | $ -                   | $ -                                 | $ -                                                                                             | $ -                 | $8,000    |
|  

Aaron J. Stone     | $2,000                          | $ -              | $ -                   | $ -                                 | $ -                                                                                             | $ -                 | $2,000    |
|  

Jeffrey M. Killeen | $7,500                          | $ -              | $ -                   | $ -                                 | $ -                                                                                             | $ -                 | $7,500    |
|  

Michael D. Weiner  | $4,000                          | $ -              | $ -                   | $ -                                 | $ -                                                                                             | $ -                 | $4,000    |
|  

William F. Stasior | $8,000                          | $ -              | $ -                   | $ -                                 | $ -                                                                                             | $ -                 | $8,000    |
|  

Jeffrey A. Leddy   | $4,000                          | $-               | $-                    | $-                                  | $-                                                                                              | $-                  | $4,000    |

 

(1) As of        December 31, 2007, the aggregate number of options to purchase one share of common stock of        the Company outstanding for each director was as follows: Mr. Leddy – 200,000        options; Mr. Africk – 50,000 options; Mr. Stone – 25,000 options; Mr. Killeen        – 42,500 options; Mr. Weiner – 25,000 options; Mr. Stasior – 52,500        options. The Company did not record any compensation expense under SFAS No. 123(R) in 2007        as all options outstanding were fully vested on September 25, 2006, the date of the        consummation of the MSV Exchange Transactions, described in Note 3 to our consolidated        financial statements beginning on page F-15 of our Annual Report on Form 10-K for        fiscal year 2007. As of December 31, 2007, the aggregate number of options to purchase one        limited partnership unit of MSV outstanding for each director was as follows: Mr. Leddy        – 37,500 options; Mr. Africk – 62,500 options. The Company did not record any        compensation expense under SFAS No. 123(R) in 2007 as all MSV options held by Mr. Leddy and        Mr. Africk were fully vested prior to December 31, 2006.

 

19

 

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**ITEM        13.**          **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND        RELATED STOCKHOLDER MATTERS**

The following table and notes thereto set forth certain information, as of        April 28, 2008 (except as noted otherwise), regarding beneficial ownership of the shares of        voting common stock of the Company by (i) each person who is known to the Company to be the        beneficial owner of more than 5% of the outstanding shares of such common stock, (ii) each        of the Company’s named executive officers, (iii) each director and nominee for        director, and (iv) all executive officers and directors of the Company as a group. Unless        otherwise indicated, the stockholders listed possess sole voting and investment power with        respect to the shares indicated as owned by them. Except as otherwise noted below, the        street address of the beneficial owner is c/o SkyTerra Communications, Inc., 10802        Parkridge Boulevard, Reston, Virginia 20191.

         

| **Name and Address**                                                                                            | **Position**                                                                                                       | **Number of Shares of Voting Common Stock Beneficially                            Owned (1)** | **Percentage of Class of Voting Common                            Stock** | **Number of Shares of Non-Voting Common Stock                            Beneficially Owned** |       | **Percentage of Class of Non-Voting Common                            Stock** | **Percentage of Total Equity** |
|-----------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------|--------------------------------|
| Alexander H. Good                                                                                               | Chief Executive Officer and President, Director

                                                             | 400,000                                                                                       | (2)                                                                       | 1.2%                                                                                          | —    |                                                                          | *                              | 0.4% |
| Robert C. Lewis                                                                                                 | Former Senior Vice President, General Counsel and                        Secretary

                          | 184,500                                                                                       | (3)                                                                       | *                                                                                             | —    |                                                                          | *                              | 0.2% |
| Scott Macleod                                                                                                   | Executive Vice President and Chief Financial                        Officer

                                 | 200,000                                                                                       | (4)                                                                       | *                                                                                             | —    |                                                                          | *                              | 0.2% |
| James A. Wiseman                                                                                                | Vice President and Corporate Controller

                                                                     | ___                                                                                           |                                                                      | *                                                                                             | ___        |                                                                          | *                              | 0.0% |
| Jose A. Cecin, Jr.                                                                                              | Director

                                                                                                    | ___                                                                                           |                                                                      | *                                                                                             | ___        |                                                                          | *                              | 0.0% |
| Paul S. Latchford, Jr.                                                                                          | Director

                                                                                                    | ___                                                                                           |                                                                      | *                                                                                             | ___        |                                                                          | *                              | 0.0% |
| Jeffrey M. Killeen                                                                                              | Director

                                                                                                    | 122,500                                                                                       | (5)                                                                       | *                                                                                             | —    |                                                                          | —                        | 0.1% |
| William F. Stasior                                                                                              | Director

                                                                                                    | 107,500                                                                                       | (6)                                                                       | *                                                                                             | —    |                                                                          | —                        | 0.1% |
| Aaron J. Stone                                                                                                  | Director

                                                                                                    | 25,000                                                                                        | (7)                                                                       | *                                                                                             | —    |                                                                          | —                        | 0.0% |
| Michael D. Weiner                                                                                               | Director

                                                                                                    | 25,000                                                                                        | (8)                                                                       | *                                                                                             | —    |                                                                          | —                        | 0.0% |
| Harbinger Capital Partners Master Fund, Ltd.

                                                             |                                                                                                               | 29,455,496                                                                                    | (9)                                                                       | 63.1%                                                                                         | 20,580,940 | (10)                                                                          | 28.4%                          | 41.2% |
| Harbinger Capital Partners Special Situations Fund,                        L.P.

                          |                                                                                                               |                                                                                          |                                                                      |                                                                                          |       |                                                                          |                           |   |
| Harbinger Capital Partners Fund I, L.P.                                                                         |                                                                                                               |                                                                                          |                                                                      |                                                                                          |       |                                                                          |                           |   |
| c/o International Fund Services Third Floor Bishop                        Square                                |                                                                                                               |                                                                                          |                                                                      |                                                                                          |       |                                                                          |                           |   |
| Redmonds Hill                                                                                                   |                                                                                                               |                                                                                          |                                                                      |                                                                                          |       |                                                                          |                           |   |
| Dublin Ireland L2

                                                                                        |                                                                                                               |                                                                                          |                                                                      |                                                                                          |       |                                                                          |                           |   |
| Motient Ventures Holding Inc.                                                                                   |                                                                                                               | —                                                                                       |                                                                      | —                                                                                       | 29,926,074 |                                                                          | 41.3%                          | 28.0% |
| c/o TerreStar Corporation                                                                                       |                                                                                                               |                                                                                          |                                                                      |                                                                                          |       |                                                                          |                           |   |
| One Discovery Square 12010 Sunset Hills Road                                                                    |                                                                                                               |                                                                                          |                                                                      |                                                                                          |       |                                                                          |                           |   |
| Suite 600                                                                                                       |                                                                                                               |                                                                                          |                                                                      |                                                                                          |       |                                                                          |                           |
|                                                                                                                 |                                                                                                                    |                                                                                               |                                                                           |                                                                                               |            |                                                                               |                                |  |  |

 

 

20

 

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| Reston, VA 20190                                                                    |   |                                            |                                            |                                               |   |                                          |                                          |
|-------------------------------------------------------------------------------------|--------|-------------------------------------------------|-------------------------------------------------|----------------------------------------------------|--------|-----------------------------------------------|-----------------------------------------------|
|  

BCE Inc.                                                                    |   |  

                         

— |  

                         

— |  

                         

22,105,400 |   |  

                         

30.4% |  

                         

20.7% |
| Bureau 3700                                                                         |   |                                            |                                            |                                               |   |                                          |                                          |
| 1000 rue de La Gauchetiere Quest                                                    |   |                                            |                                            |                                               |   |                                          |                                          |
| Montreal, Quebec                                                                    |   |                                            |                                            |                                               |   |                                          |                                          |
| #H3B 4Y7

                                                                     |   |                                            |                                            |                                               |   |                                          |                                          |
| Columbia Capital III, LLC                                                           |   | 5,552,665                                       | 16.2%(11)                                       | —                                            |   | —                                       | 5.2%                                          |
| 201 North Union Street, 39th                                                        |   |                                            |                                            |                                               |   |                                          |                                          |
| Floor                                                                               |   |                                            |                                            |                                               |   |                                          |                                          |
| New York, NY 10019                                                                  |   |                                            |                                            |                                               |   |                                          |                                          |
| Bay Harbour Management, L.C.                                                        |   | 3,054,575                                       | 8.9%(12)                                        | —                                            |   | —                                       | 2.9%                                          |
| 885 Third Avenue, 34th                                                              |   |                                            |                                            |                                               |   |                                          |                                          |
| Floor                                                                               |   |                                            |                                            |                                               |   |                                          |                                          |
| New York, NY 10022                                                                  |   |                                            |                                            |                                               |   |                                          |                                          |
|                                                                                |   |                                            |                                            |                                               |   |                                          |                                          |
| All executive officers and directors as a group (10                        persons) |   | 1,120,900                                       | 3.3%                                            | —                                            |   | —                                       | 1.0%                                          |
|                                                                                |   |                                            |                                            |                                               |   |                                          |                                          |
|                                                                                |   |                                            |                                            |                                               |   |                                          |                                          |

 

 

| * | Represents beneficial ownership of less than 1%. |
|---|--------------------------------------------------|

| (1) | Beneficial ownership has been determined pursuant to Rule                        13d-3 under the Exchange Act. |
|-----|----------------------------------------------------------------------------------------------------------------|

| (2) | Consists of 400,000 shares of restricted stock, subject to                        vesting. |
|-----|--------------------------------------------------------------------------------------------|

| (3) | Represents 19,500 shares of common stock, 75,000 shares of                        restricted stock, 50,000 of which are subject to vesting, and options to                        purchase an additional 90,000 shares of common stock that are currently                        exercisable. Mr. Lewis holds no unvested options to purchase shares of                        common stock. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Consists of 200,000 shares of restricted stock, subject to                        vesting. |
|-----|--------------------------------------------------------------------------------------------|

| (5) | Represents options to purchase 42,500 shares of common stock                        that are currently exercisable and 80,000 shares of restricted stock,                        subject to vesting. Mr. Killeen holds no unvested options to purchase                        shares of common stock. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Represents options to purchase 52,500 shares of common stock                        that are currently exercisable and 55,000 shares of restricted stock,                        subject to vesting. Mr. Stasior holds no unvested options to purchase                        shares of common stock. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (7) | Includes options to purchase 25,000 shares of common stock                        held by Mr. Stone that are currently exercisable. Mr. Stone holds no                        unvested options to purchase shares of common stock. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (8) | Includes options to purchase 25,000 shares of common stock                        held by Mr. Weiner that are currently exercisable. Mr. Weiner holds no                        unvested options to purchase shares of common stock. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (9) | Based on an amended report on Schedule 13D filed on April 9,                        2008 and a Form 4 filed on April 11, 2008, includes (i) 11,806,968 shares                        of voting common stock owned by Harbinger Capital Partners Master Fund I,                        Ltd., (ii) 4,274,641 shares of voting common stock owned by Harbinger                        Capital Partners Special Situations Fund, L.P., (iii) 8,505,697 shares of                        voting common stock issuable upon the exercise of outstanding warrants held                        by Harbinger Capital Partners Master Fund I, Ltd. that are exercisable                        within 60 days of April 28, 2008, (iv) 3,851,234 shares of voting common                        stock issuable upon the exercise of outstanding warrants held by Harbinger                        Capital Partners Special Situations Fund, L.P. that are exercisable within                        60 days of April 28, 2008, and (v) 1,016,956 shares of voting common stock                        owned by Harbinger Capital Partners Fund I, L.P. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (10) | Based on an amended report on Schedule 13D filed on April 9,                        2008 and a Form 4 filed on April 11, 2008, includes (i) 1,028,362 shares of                        non-voting common stock owned by Harbinger Capital Partners Master Fund I,                        Ltd., (ii) 5,145,235 shares of non-voting common stock owned by Harbinger                        Capital Partners Special Situations |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

21

         

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Fund, L.P., and (iii) 14,407,343 shares of non-voting common stock owned by        Harbinger Capital Partners Fund I, L.P.

Harbinger Capital Partners Master Fund I, Ltd. may be deemed to share        beneficial ownership of and voting power with respect to 20,312,665 shares of our voting        common stock with Harbinger Capital Partners Offshore Manager LLC, HMC Investors LLC,        Harbert Management Corp., Philip Falcone, Raymond J. Harbert and Michael D. Luce. Harbinger        Capital Partners Special Situations Fund, L.P. may be deemed to share beneficial ownership        of and voting power with respect to 8,125,875 shares of our voting common stock with        Harbinger Capital Partners Special Situations GP, LLC, HMC-New York, Inc., Harbert        Management Corp., Philip Falcone, Raymond J. Harbert and Michael D. Luce. Harbinger Capital        Partners Fund I, L.P. may be deemed to share beneficial ownership of and voting power with        respect to 1,016,956 shares of our voting common stock with Harbert Management Corp.,        Philip Falcone, Raymond J. Harbert and Michael D. Luce. Such persons disclaim beneficial        ownership in the shares except to the extent of their pecuniary interest        therein.

         

| (11) | As reported in Schedule 13G filed with the Securities and                        Exchange Commission on March 29, 2007 by Columbia Capital III,                        LLC, individually and as part of a group of affiliates. |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (12) | As reported in Schedule 13G filed with the Securities and                        Exchange Commission on January 29, 2008 by Bay Harbour                        Management, L.C. |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

         

**SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS AND        INDIVIDUAL ARRANGEMENTS**

The following table and notes thereto set forth, as of December 31, 2007,        information with respect to shares of the Company’s common stock which may be issued        under existing equity compensation plans and individual arrangements.

         

| **Plan Category**                                                                                             | **Number of Shares of Common Stock To Be Issued upon                            Exercise of Outstanding Options, Warrants and Rights** |   |   | **Weighted-Average Exercise Price of Outstanding                            Options, Warrants and Rights** |   | **Number of Shares of Common Stock Remaining for Future                            Issuance under Equity Compensation Plans (Excluding Securities                            Reflected in First Column)** |
|---------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|--------|--------|------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Equity compensation plans approved by                        stockholders                                     | 1,066,261                                                                                                                              |   | $      | 11.36                                                                                                      |   | 12,497,822                                                                                                                                                                                                |
| Equity compensation plans and individual arrangements not                        approved by stockholders (1) | 16,667                                                                                                                                 |   | $      | 10.75                                                                                                      |   | —                                                                                                                                                                                                   |
| Total                                                                                                         | 1,082,928                                                                                                                              |   | $      | 11.35                                                                                                      |   | 12,497,822                                                                                                                                                                                                |

         

         

| (1) | Includes an option to purchase 16,667 shares of common stock                        issued to a former director for services provided. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------|

 

22

 

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**ITEM        13.**          **CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR        INDEPENDENCE**

**CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

*Exchange Transactions*

*MSV Exchange Transaction.*On May 6, 2006,        we entered into agreements with certain other partners in MSV and the minority stakeholders        in MSV Investors that, upon closing, resulted in our owning the majority of MSV and        controlling MSV GP, as well as our owning all of the equity interests in MSV Investors. At        the initial closing, which occurred on September 25, 2006, we issued an aggregate of        39.6 million shares of our voting and non-voting common stock to a wholly-owned subsidiary        of TerreStar Corporation (formerly known as Motient Corporation) (“TerreStar”),        other partners in MSV and the minority stakeholders in MSV Investors in exchange for        14.2 million limited partnership interests of MSV, all of the common stock of MSV GP        and all of the equity interests in MSV Investors held by these parties, resulting in us        owning approximately 59% of the outstanding limited partnership interests of MSV and 78% of        the outstanding common stock of MSV GP. Pursuant to the terms of these transactions,        TerreStar has agreed to use commercially reasonable efforts to distribute 25.5 million        shares of our common stock that it received to its common stockholders as soon as        practicable following the initial closing. As of the date of this report, this distribution        has not yet occurred. Prior to such distribution by TerreStar, these shares will be        non-voting.

TerreStar also had the right to exchange its remaining partnership interests        of MSV for shares of our non-voting common stock at a predefined ratio, which will be        exchangeable for a like number of shares of our voting common stock upon the transfer in a        sale by TerreStar in the open market pursuant to an effective registration statement or an        exemption from registration or following such transfer, to a person who will not        beneficially own 5% or more of our voting common stock.

On February 12, 2007, TerreStar exercised its option to acquire 14.4        million shares of our non-voting common stock, in exchange for 5.1 million limited        partnership interests in MSV. Further, on November 30, 2007, TerreStar exercised its option        to acquire 4.4 million of our non-voting common stock, in exchange for its remaining        interest in MSV, or 1.6 million limited partnership units.

After the November 2007 transaction we are the sole owner of MSV GP and own        99.3% of the outstanding limited partnership interests of MSV.

*BCE Exchange Transaction.*On January 5, 2007,        we acquired all of the equity interests in MSV and MSV GP owned by BCE through the purchase        of its wholly-owned subsidiary TMI Delaware. In exchange for 8.0 million limited        partnership interests in MSV and 740 shares of MSV GP, we issued 22.5 million shares of our        non-voting common stock (the “BCE Exchange Transaction”). These shares of our        non-voting common stock are exchangeable for a like number of shares of voting common stock        upon the transfer in a sale by BCE in the open market pursuant to an effective registration        statement or an exemption from registration or following such transfer, to a person who        will not beneficially own 10% or more of our voting common stock. Substantially        concurrently with the BCE Exchange Transaction, we issued 176,250 shares of common stock to        Winchester Development LLC, a Delaware limited liability company beneficially owned by a        former director of MSV. Such shares were issued in exchange for $0.4 million in cash and        50,226 limited partnership interests of MSV.

*Employment Agreements*

For a description of the employment agreements between us and certain of our        executive officers, please see the descriptions included in Item 11 – Executive        Compensation under the heading “Employment Contracts and Change in Control        Arrangements.”

*Other*

Certain of our directors and officers serve on the board of directors of        affiliates, including MSV. Such directors and officers have received stock-based        compensation from such affiliates for their service. The amount of stock-based compensation        received by our directors and officers is comparable to stock-based compensation awarded to        other non-executive members of the affiliates’ board of directors.

 

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On December 15, 2006, our Board of Directors approved a form of        Indemnification Agreement (the “Indemnification Agreement”) to be entered into        between us and our directors and officers. Effective as of December 18, 2006, we entered        into a separate Indemnification Agreement with each of the following persons: Andrew        Africk, Alexander Good, Jeffrey Killeen, Jeffrey Leddy, Robert Lewis, Scott Macleod,        William Stasior, Aaron Stone and Michael Weiner. We executed agreements with Messrs. Cecin        and Latchford as of April 10, 2008. We may from time to time enter into additional        indemnification agreements with future directors and officers or other key        personnel.

Each of the Indemnification Agreements provides, among other things, that we        will, to the extent permitted by applicable law, indemnify and hold harmless each        indemnitee if, by reason of such indemnitee’s status as a director or officer of        SkyTerra, such indemnitee was, is or is threatened to be made a party or a participant (as        a witness or otherwise) in any threatened, pending or completed proceeding, whether of a        civil, criminal, administrative or investigative nature, against all losses, judgments,        fines, penalties and amounts paid in settlement (if such settlement is approved in writing        in advance by us) and incurred by such indemnitee in connection with such proceeding. In        addition, each of the Indemnification Agreements provides for the advancement of expenses        incurred by the indemnitee in connection with any proceeding covered by the agreement,        subject to certain exceptions. None of the Indemnification Agreements precludes any other        rights to indemnification or advancement of expenses to which the indemnitee may be        entitled, including but not limited to, any rights arising under our governance documents,        or any other agreement, any vote of our stockholders or any applicable law.

**SkyTerra and the Apollo Fund IV L.P. and its Affiliates**

Apollo Investment Fund IV, L.P. and its affiliates (together        “Apollo”) owned a significant percentage of our common stock during the three        years ended December 31, 2007. In April 2008, Apollo sold its interest in us to Harbinger.        During the three years ended December 31, 2007 and continuing through April 2008, several        of our directors were partners at Apollo. One of our directors currently is a partner at        Apollo. In addition, several of the directors of MSV GP currently are, or were during the        three years ended December 31, 2007, partners of or otherwise associated with Apollo. As        such, certain transactions with other entities controlled by or affiliated with Apollo are        related party transactions.

On December 15, 2006, pursuant to Section 8.6(b) of the Investment        Agreement, dated April 2, 2002 (the “Investment Agreement”), by and among the        Company and certain of the Apollo Purchasers (as defined below), we issued 6,044,846 shares        of our common stock in exchange for the surrender of a like number of shares of our        non-voting stock by Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and        AIF/RRRR LLC (collectively with ST/RRRR LLC, the “Apollo Purchasers”). The        Exchange was made without registration under the Securities Act in reliance upon the        exemption from registration provided by Section 3(a)(9) of the Securities Act.

Apollo currently owns approximately 65% of the outstanding common stock of        Hughes Communications. During the three years ended December 31, 2007 and continuing        through April 2008, several members of our Board of Directors who are or have been        associated with Apollo also served on the Board of Directors of Hughes Communications. In        addition, Jeffrey Leddy, our former Chief Executive Officer and President and a director        until April 2008, serves on the Board of Directors of Hughes Communications.

*Distribution of Hughes Communications*

On December 30, 2005, in preparation for the distribution of our former        wholly-owned subsidiary, Hughes Communications, Inc. (“Hughes Communications”),        to our security holders, we and Hughes Communications entered into a separation agreement        pursuant to which we contributed to Hughes Communications, effective December 31, 2005, all        of our assets, liabilities and operations other than those associated with MSV and        TerreStar, $12.5 million of cash, cash equivalents and short-term investments, certain tax        attributes and the obligations pursuant to our then outstanding Series A Preferred Stock.        As a result of the MSV Exchange Transactions, the remaining balance, if any, of the $12.5        million of cash, cash equivalents and short-term investments at such time, less certain        outstanding payables, was to be transferred to Hughes Communications. As of the closing of        the MSV Exchange Transaction, the entire balance of the $12.5 million of cash had been        expended, and we did not transfer any cash to Hughes Communications.

The separation agreement provides that Hughes Communications will indemnify        us against losses based on, arising out of or resulting from (i) the ownership or the        operation of the assets or properties transferred to Hughes Communications under the        separation agreement, and the operation or conduct of the business of, including contracts        entered into and any activities engaged in by, Hughes Communications, whether in the past        or future; (ii)

 

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any other        activities Hughes Communications engages in; (iii) any guaranty, keepwell, of or by us        provided to any parties with respect to any of Hughes Communications’ actual or        contingent obligations and (iv) certain other matters described in the separation        agreement. The separation agreement provides that we will indemnify Hughes Communications        against losses based on, arising out of or resulting from the ownership or operation of the        assets or properties of MSV or TerreStar, or the operation or conduct of their businesses,        including the contracts entered into by them, and certain other matters described in the        separation agreement.

A tax sharing agreement governs the allocation between Hughes Communications        and us of tax liabilities and related tax matters, such as the preparation and filing of        tax returns and tax contests, for all taxable periods. Hughes Communications will generally        be responsible for, and indemnify us and our subsidiaries against, all tax liabilities        imposed on or attributable to (i) Hughes Communications and any of its subsidiaries        relating to all taxable periods and (ii) our and any of our subsidiaries for all taxable        periods or portions thereof ending on or prior to a change of control of the Company, in        each case, after taking into account any tax attributes of us or any of our subsidiaries        that are available to offset such tax liabilities. Notwithstanding the foregoing, Hughes        Communications is not responsible for any taxes relating to MSV, TerreStar or a change of        control of the Company. Additionally, under the tax sharing agreement, we are responsible        for, and indemnify Hughes Communications and its subsidiaries against, all tax liabilities        imposed on or attributable to MSV and TerreStar relating to all taxable periods, us and any        of our subsidiaries relating to all taxable periods or portions thereof beginning and        ending after a change of control, and any change of control of the Company.

*Hughes Network Systems LLC*

Hughes Network Systems LLC (HNS) is a former subsidiary of SkyTerra and        indirectly controlled by Apollo. MSV acquired services and equipment from HNS in an amount        of $8.8 million and $8.4 million, during the years ended December 31, 2007 and 2006,        respectively.

In October 2006, MSV entered into a preferred provider agreement with HNS.        Under this agreement, for a period of five years MSV will grant preferred provider status        to HNS for the provision of certain engineering and other services and the manufacture of        certain equipment, in each case expected to be used by MSV in developing and deploying its        next generation integrated network.

In November 2006, MSV entered into an agreement with HNS to purchase four        satellite base transceiver subsystems for a fixed price of $43.0 million. The Company had        amounts payable to HNS of zero, and $2.1 million, as of December 31, 2007, and 2006,        respectively.

*Hughes Telematics, Inc.*

Hughes Telematics, Inc. (Hughes Telematics) is an entity controlled by        Apollo. The Company’s General Counsel and Secretary, who is employed on a part-time        basis by the Company, also serves part-time as secretary and general counsel for Hughes        Telematics. The chief executive officer and president of Hughes Telematics is a current        member of the Company’s Board of Directors.

In August 2006, the Company entered into an agreement to provide consulting        services to Hughes Telematics. This agreement was terminated in February 2007. During        2006, the Company provided $50,000 of consulting services to Hughes Telematics.

 

**BCE        and Affiliates**

As of December 31, 2007, BCE owned 22.1 million non-voting shares        of the Company’s common stock. BCE has an “observer” right on the board        of directors of MSV GP. We have entered into a number of transactions with affiliates of        BCE, as described below.

*MSV        Canada*

MSV Canada, a variable interest entity for which MSV is the primary        beneficiary, is majority owned by BCE. MSV has a rights and services agreement with MSV        Canada, under which MSV provides various technical support and other services to MSV        Canada, such as allowing access to its intellectual property; providing voice and        data-switching capabilities; providing backup, restoral, and emergency spectrum and        satellite capacity; and providing accounting, customer service, and billing services. MSV        also leases satellite capacity from MSV Canada pursuant to a capacity lease agreement. The        term of the lease extends for 25 years and may be terminated by MSV with one

 

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year’s notice or by either party in certain circumstances. The amount        of the lease payments is determined by the parties periodically based upon the amount of        capacity usage by MSV and market rates.

 

During the years ended December 31, 2007 and 2006, the capacity fee        paid by MSV to MSV Canada was $4.9 million and $4.6 million, respectively. The rights and        services fee received by MSV from MSV Canada during the years ended December 31, 2007        and 2005 was $5.6 million and $4.9 million, respectively. These amounts are eliminated upon        consolidation.

We, our subsidiaries and certain of MSV’s limited partners have        entered into a number of transactions with and/or related to MSV Canada, as described        below.

*MSV Canada Shareholders’ Agreement*. In        connection with the formation of the MSV Canada joint venture, MSV and TMI entered into a        Shareholders’ Agreement (the “MSV Canada Shareholders’ Agreement”)        with MSV Canada and MSV Canada Holdings setting forth the terms of operation of MSV Canada        and MSV Canada Holdings. To facilitate consummation of the BCE Exchange Transactions, MSV        entered into an amendment of the MSV Canada Shareholders' Agreement. As amended, the MSV        Canada Shareholders’ Agreement now provides that all decisions of the boards of        directors of MSV Canada and MSV Canada Holdings are to be decided by a simple majority of        directors, except that our written consent shall be required for major corporate actions        that could have an impact on us as a minority shareholder, including, but not limited to,        the amendment of any material agreement in excess of $500,000, any material change in the        scope and nature of MSV Canada’s business or operations, the incurrence of any        indebtedness or the making of any capital expenditures, pledges, or asset sales in excess        of $500,000 and the declaration of dividends. The agreement also provides that we and BCE        each have the right, subject to applicable law and regulations, to purchase directly, or to        designate an eligible purchaser to purchase, the other party’s interests in MSV        Canada and/or MSV Canada Holdings upon the insolvency of such other party. BCE has agreed        not to exercise this right while any of the notes are outstanding. Under the MSV Canada        Shareholders’ Agreement, we are obligated to fund any operating cash shortfalls at        MSV Canada upon the request of MSV Canada, which funding may be in the form of a        contribution to MSV Canada’s capital in the form of non voting common stock or a        loan.

In addition, in the amendment of the MSV Canada Shareholders’        Agreement, we and BCE agreed that for so long as BCE and its subsidiaries own a majority of        the outstanding shares of MSV Canada Holdings, BCE shall be entitled to designate one        director and one observer to the board of directors of MSV GP. The amendment also modified        the conditions applicable to any sale or other transfer by BCE of its equity interests in        MSV Canada Holdings, including requiring, in certain circumstances, that the party        acquiring such interests also acquire a specified minimum number of shares of our common        stock (between approximately 4.3 million and 7.1 million shares) from BCE or its        subsidiaries.

*Rights and Services Agreement.*We also have a        rights and services agreement with MSV Canada, under which we provide various technical        support and other services to MSV Canada, such as providing voice and data-switching        capabilities; providing backup, restoral, and emergency spectrum and satellite capacity;        and providing accounting, customer service, and billing services. We also lease satellite        capacity from MSV Canada pursuant to a lease agreement. The term of the lease extends for        25 years and may be terminated by us with one year’s notice or by either party in        certain circumstances. The amount of the lease payments is determined by the parties        periodically based upon the amount of capacity usage by us and market rates.

*Capacity Lease Agreement*. MSV Corp. and MSV        Canada have entered into an agreement whereby MSV Canada has agreed to lease (the        “Capacity Lease Agreement”) to MSV Corp. the balance of the capacity on MSV        Canada’s existing satellite, and, when operational, the balance of the satellite        capacity of MSV Canada’s next generation satellite system, and the right to use the        spectrum capacity associated with MSV Canada’s mobile satellite system that is not        utilized by MSV Canada for the purposes of fulfilling its Canadian contractual and        regulatory obligations. MSV Corp. compensates MSV Canada for this capacity based on the        fair market value of the leased capacity, where fair market value is determined on an        arm’s length basis equal to no more than cost plus a margin of not more than ten        percent. MSV Corp. has the right to offset its payment obligations to MSV Canada under the        capacity lease with payments owed by MSV Canada to MSV Corp. for services performed under        the Rights and Services Agreement. The Capacity Lease Agreement will terminate, unless        extended, in 2026.

*Intellectual Property Sub-License Agreement*. In        connection with both the Rights and Services Agreement and Capacity Lease Agreement        described above, we have entered into an Intellectual Property Sub-License Agreement with        MSV Canada whereby we have granted to MSV Canada a nonexclusive, royalty-free license to        use

 

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our        intellectual property, as held by us and/or our wholly owned subsidiary, ATC Technologies        LLC, and to make, sell and use products and services covered by our intellectual property,        which sub-license shall remain in effect until the earlier of the expiration of the last of        our patents and the termination of the Rights and Services Agreement.

*Indemnification, Guarantee and Security        Agreements*. Upon the formation of MSV, TMI agreed to indemnify us        and our limited partners against losses resulting from the failure of such entities to        perform its obligations under certain of the agreements governing the formation of MSV,        including asset sale agreements pursuant to which BCE sold its satellite business to us and        MSV Canada. TMI Delaware, an indirect wholly owned subsidiary of BCE and the holder of all        of BCE’s equity interests in MSV that we acquired in the BCE Exchange Transactions,        guaranteed the performance of TMI’s indemnification obligations, and granted to our        limited partners a security interest in all the equity interests of us and our general        partner owned by TMI Delaware. Such pledge was released in connection with the BCE Exchange        Transactions.

When MSV Canada was formed, MSV Canada guaranteed the performance by itself,        BCE and certain other entities affiliated with BCE, of those parties’ respective        obligations under the MSV Canada Shareholders’ Agreement, the Capacity Lease        Agreement, the Rights and Services Agreement, the Non-Interference Agreement with BCE        described below, and certain other agreements relating to MSV Canada, as well as BCE and        its affiliates’ indemnification obligations under the MSV formation documents        described above and BCE and its affiliates’ obligations under certain other        agreements relating to MSV. As security for this guarantee obligation, MSV Canada granted        us a security interest in all its tangible and intangible personal property. Such pledge        was released in connection with the BCE Exchange Transactions.

*Satellite Delivery Agreement*. On February 22,        2007, we entered into an agreement with MSV Canada to deliver to MSV Canada one of the        satellites to be constructed by Boeing under contract and to arrange for the launch of this        satellite into a Canadian Orbital position (the “Satellite Delivery        Agreement”). The Satellite Delivery Agreement contemplates that we will transfer        legal title in the satellite to MSV Canada upon launch, consistent with all applicable        legal requirements including MSV Canada’s Industry Canada authorizations, but        otherwise on the same terms and conditions as apply to our own satellite system under        construction. The Satellite Delivery Agreement provides generally that the services        provided by us to MSV Canada under the Agreement will reflect the cost to us to procure the        satellite and its launch and to provide all related services and deliverables to MSV Canada        plus ten (10) percent.

*Satellite Backup Agreement.*On February 6,        2007, we entered into an agreement with MSV Canada that provided that if and to the extent        that either of the next-generation satellites of MSV or MSV Canada under construction        suffered a failure, the remaining satellite would provide backup service for the benefit of        the other party’s customers. The agreement provides that sufficient satellite        capacity will remain available on each of the next-generation satellites at all times to        allow for all satellite traffic formerly handled by the failed satellite to be transitioned        to the remaining satellite.

*Telesat Canada*

Telesat Canada was a wholly-owned subsidiary of BCE until October 2007. MSV        maintains a preferred provider agreement with Telesat Canada. MSV and MSV Canada agreed to        grant preferred provider status to Telesat Canada for any telemetry, tracking and control        services and for any satellite procurement services that may be required by the Company or        MSV Canada. This agreement will terminate on the later of its fifth anniversary or the date        when Telesat and its affiliates collectively no longer hold the majority of the outstanding        common shares of MSV Canada Holdings. During the years ended December 31, 2007 and        2006, MSV incurred expenses totaling $0.7 million and $0.7 million, respectively, under the        preferred provider agreement.

MSV also has an agreement with Telesat to obtain telemetry, tracking, and        control services for its MSAT-2 satellite. The original term of the agreement ended on        April 30, 2006, with automatic extension for three successive additional renewal        periods of one year each, which MSV renewed in 2007. The agreement may be terminated at any        time, provided that the Company makes a payment equal to the lesser of 12 months of service        or the remaining service fee. During the years ended December 31, 2007 and 2006, MSV        incurred expenses totaling $0.8 million and $0.9 million, respectively, under this        agreement.

MSV acquired consulting services from Telesat Canada in the amounts of $0.8        million and $0.2 million, , respectively, during the years ended December 31, 2007 and        2006. In addition, the Company acquired administrative support services from Telesat Canada        in the amounts of $0.2 million and $0.1 million during the

 

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years ended        December 31, 2007 and 2006, respectively. MSV leases office space from Telesat Canada        and incurred rent expense of $0.6 million and $0.5 million, respectively, during the years        ended December 31, 2007 and 2006.

The Company has a note payable due to Telesat Canada. As of        December 31, 2007, the Company had $0.3 million due to Telesat under its various        agreements, in addition to the note payable, the balance of which was $0.2 million as of        December 31, 2007.

*BCE Preferred Provider and Non-Interference Agreements.*In connection with transactions in November 2004 whereby other current        and former parties of MSV purchased additional limited partnership interests in MSV and we        converted our outstanding convertible notes to limited partnership interests, we entered        into a preferred provider agreement with BCE and amended our existing non-interference        agreement with BCE. Under the preferred provider agreement, to the extent BCE or certain of        its affiliates offer commercially competitive terms and conditions on a competitive bid        basis, we and MSV Canada each agreed to grant preferred provider status to BCE with respect        to all service offerings using follow-on satellite(s) in Canada, including the provision of        facilities and non-facilities based satellite and terrestrial space, ground services, sales        services and consulting services. Such preferred provider status was reduced to a        non-exclusive basis upon consummation of the BCE Exchange Transactions. Under the        non-interference agreement BCE agreed to use reasonable commercial efforts to cause any        entity over which it has control, to not commit any interfering act or omission, including,        but not limited to any act which results in or will result in, any restriction,        deprivation, interference with or material limitation of our rights to use the spectrum        licensed to us or to MSV Canada.

 

In connection with the BCE Exchange Transactions, we and MSV Canada entered        into a new non-interference agreement with BCE and Telesat. Under this agreement (the        “Existing Non-Interference Agreement”), BCE and Telesat agreed that, for a        period of seven years, they will not make any communication to a governmental or regulatory        organization or directed at the media that could reasonably be expected to materially        impair our rights to use the spectrum licensed to us or MSV Canada, including for use with        an ancillary terrestrial component and including our efforts to obtain additional spectrum.        The agreement also imposes certain exceptions and conditions in the event that either MSV        Canada or BCE bid for additional L-band spectrum.

*Infosat Communications Inc.*

Infosat Communications Inc. (Infosat) is a subsidiary of Telesat Canada and        an affiliate of BCE. MSV has agreed to provide Infosat with satellite services in Canada, a        portion of which were prepaid. The balance of the prepayment was $24.9 million and $21.2        million, respectively as of December 31, 2007 and 2006.

The Company provided services to Infosat pursuant to this agreement in the        amount of $1.7 million and $1.7 million, respectively, in the years ended December 31,        2007 and 2006, of which $1.5 million and $1.5 million, respectively, was to be paid in        cash, and $0.2 million and $0.2 million, respectively, was applied against the prepayment.        The Company had a receivable of $0.5 million and $0.2 million from Infosat as of        December 31, 2007 and 2006, respectively.

**TerreStar**

TerreStar, which owned 0% and 17% of MSV as of December 31, 2007, and        2006, respectively, owns a controlling interest in TerreStar Networks Inc.        (“TerreStar Networks”). The Company owns 11.2% of TerreStar Networks. At the        time TerreStar Networks was wholly owned by MSV, TerreStar Networks granted options to        purchase the common stock of TerreStar Networks to certain employees of MSV, which options        are vested and exercisable as of December 31, 2007.

In May 2005, MSV and TerreStar Networks entered into a management        services agreement whereby MSV provides technical and program management efforts associated        with ATC network development as well as administrative support required to accomplish these        tasks. In May 2006, MSV discontinued providing management services to TerreStar Networks,        but continued to share intellectual property development.

Concurrently with the distribution of MSV’s equity interests in        TerreStar Networks to its limited partners, ATC Technologies, a wholly owned subsidiary of        MSV, entered into an amended and restated intellectual property assignment and license        agreement (the “Intellectual Property Agreement”) with TerreStar Networks, as        further amended and restated most recently as of November 21, 2006. As part of this        agreement, ATC Technologies granted to TerreStar Networks, and TerreStar Networks in turn        granted to ATC Technologies, a perpetual, non-exclusive, royalty-free, fully paid,        nontransferable, non-assignable, limited purpose right and license to its respective        patents for the sole purposes of developing, operating, implementing, providing and        maintaining a wireless service offering

 

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in, with        respect to TerreStar Networks, the S-band, and ATC Technologies, the L-Band. Under the        agreement, the cross-licensees also have the right to grant sublicenses of such        intellectual property in their respective operational bands. TerreStar Networks and MSV        also agreed to share in the costs of the patent filings, such respective costs to be        set-off against each other, with the agreement that up to $1 million per year could be        payable beyond any set-off amounts.

***Review and Approval of Transactions with Related        Persons***

Under our standing practices and procedures, transactions with related        persons must be approved by the independent members of our Board of Directors. Certain        limited transactions, such as transactions previously approved by our Board of Directors        and disclosed in our Form 10-Ks and proxy statements, compensation arrangements between us        and our officers and directors and transactions entered into the ordinary course of        business are excluded from these requirements.

We do not have a written conflicts of interest policy, but it is        specifically understood by us and our Board of Directors, that each of our directors,        officers and employees has a responsibility to avoid, and to cause their immediate family        members to avoid, any interest, activity or relationship that may interfere or conflict        with, the performance of his or her duties to the company in a loyal and effective manner        to the best of his or her ability and in the company’s best interest. It is also        recognized that conflicts of interest do not include any interest, relationship or activity        in which an interested person has a direct or indirect involvement or interest if the terms        of such interest, relationship or activity are at least as favorable to the company as        terms that would be available at the time for a comparable interest, relationship or        activity in arm’s length dealings with unrelated third parties.

**COMPENSATION COMMITTEE INTERLOCKS AND INSIDER        PARTICIPATION**

Andrew Africk, a member of our Compensation Committee during the year ended        December 31, 2007, is a senior partner of Apollo Advisors, L.P., which, together with its        affiliates, acts as managing general partner of a series of private securities investment        funds, including the Apollo Stockholders. As described above under “Certain        Relationships and Related Transactions,” we have engaged in certain transactions with        Mr. Africk and/or with certain other entities in which Mr. Africk and/or the Apollo        Stockholders have an interest.

**CORPORATE GOVERNANCE**

We operate our business according to high standards of ethical conduct,        integrity and accountability. We have implemented governance policies and practices, that        we believe meet or exceed the standards defined in the applicable laws and regulations,        including the rules adopted by the Securities and Exchange Commission.

**DIRECTOR INDEPENDENCE**

In determining the independence of our directors, the Board of Directors has        adopted independence standards that mirror exactly the criteria specified by the        Marketplace Rules of the Nasdaq Stock Market. Applying these independence standards, our        Board has determined that all of our directors other than Mr. Good are        “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock        Market. In making this determination, the Board of Directors considered all transactions in        which we and any director were participants, including those discussed under “Certain        Relationships and Related Transactions” above and other transactions that were        ordinary course of business transactions in which the independent directors did not have a        material direct or indirect interest. Mr. Good, our President and Chief Executive Officer,        is not “independent” within the meaning of the Marketplace Rules of the Nasdaq        Stock Market.

 

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| **ITEM 14.** | **Principal AccountANT Fees and Services** |
|--------------|--------------------------------------------|

Aggregate fees for professional services rendered to us and MSV by Ernst        & Young LLP for work performed during the years ended December 31, 2007 and December        31, 2006 are summarized in the table below.

         

|                   |  

**2007** |      |  

**2006** |
|------------------------|------------------|-----------|------------------|
| Audit fees (1)         | $                | 973,000   |             | $ | 513,000 |
| Audit related fees (2) | $                | 2,000     |             |   | — |
| Tax fees (3)           | $                | 418,000   |             | $ | 163,400 |
| All other fees (4)     | $                | 15,000    |             | $ | 15,000 |
|                   | $                | 1,408,000 |             | $ | 691,400 |

 

 

| (1) | Audit fees consisted of fees billed or expected to be billed                        for professional services rendered for the audit of the Company’s                        consolidated annual financial statements included in the Company’s                        Form 10-K, the reviews of the Company’s consolidated financial                        statements included in the Company’s Form 10-Q, services related to                        Sarbanes-Oxley Act compliance or any other services rendered to comply with                        generally accepted auditing standards and include consent letters in                        connection with SEC filings and financing transactions. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Audit related fees consisted of fees for an online                        accounting research tool. |
|-----|-----------------------------------------------------------------------------------------------------|

| (3) | Tax fees consisted of tax compliance, tax advice and tax                        consulting services. |
|-----|------------------------------------------------------------------------------------------------------|

| (4) | Other fees consisted of fees billed for agreed upon                        procedures performed in connection with Canadian regulatory                        requirements. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Pursuant to a pre-approval policy, the Audit Committee approved all audit        services and the payment of audit, audit related fees, tax fees and all other fees during        the years ended December 31, 2007 and 2006.

 

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**PART        IV**

**ITEM        15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

|   | (a) | The following sets forth those exhibits filed pursuant to                        Item 601 of Regulation S-K: |
|--------|-----|--------------------------------------------------------------------------------------------------------------|

         

| Exhibit Number | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1            | Restated Certificate of Incorporation                        of the Company, which was filed as Exhibit 4.1 to the Company’s                        Current Report on Form 8-K, filed on October 18, 2006 and is hereby                        incorporated herein by reference.                                                                                                                                                                                                                                                               |
| 3.2            | Amended and Restated By-Laws of the                        Company, which was filed as Exhibit 4.2 to the Company’s Current                        Report on Form 8-K, filed on October 18, 2006 and is hereby incorporated                        herein by reference.                                                                                                                                                                                                                                                                        |
| 4.1            | Indenture, dated as of March 30, 2006,                        by and among Mobile Satellite Ventures LP and MSV Finance Co., the                        Guarantors named therein and the Bank of New York relating to the 14%                        Senior Secured Discount Notes due 2013, which was filed as Exhibit 4.1 to                        the Company’s Annual Report on Form 10-K, filed on March 16, 2007 and                        is hereby incorporated herein by reference.                                                 |
| 10.1           | The Company’s Nonqualified Stock                        Option Plan as amended and restated, which was filed as Exhibit C to the                        Company’s Definitive Proxy Statement dated November 18, 1994, for                        Stockholders Meeting held December 15, 1994, and is hereby incorporated                        herein by reference.                                                                                                                                                                     |
| 10.2           | Form of Series 1-A Warrant of the                        Company, which was filed as Exhibit 4.3 to the Company’s Current                        Report on Form 8-K filed on June 21, 1999, and is hereby incorporated                        herein by reference.                                                                                                                                                                                                                                                                             |
| 10.3           | Form of Series 2-A Warrant of the                        Company, which was filed as Exhibit 4.5 to the Company’s Current                        Report on Form 8-K filed on June 21, 1999, and is hereby incorporated                        herein by reference.                                                                                                                                                                                                                                                                             |
| 10.4           | The Company’s Amended and                        Restated 1998 Long-Term Incentive Plan, which was filed as Exhibit 4(d) to                        the Company’s Form S-8 filed on November 3, 2000 and is hereby                        incorporated herein by reference.                                                                                                                                                                                                                                                               |
| 10.5           | Amended and Restated Investment                        Agreement, dated as of October 12, 2001, by and among Motient Corporation,                        Mobile Satellite Ventures LLC, TMI Communications and Company, Limited                        Partnership, MSV Investors, LLC and the other investors named therein,                        which was filed as Exhibit 99.1 to the Company’s Current Report on                        Form 8-K dated December 3, 2001 and is incorporated herein by                        reference. |
| 10.6           | Amended and Restated Limited                        Partnership Agreement, dated as of November 12, 2004, by and among MSV                        Investors, LLC, Mobile Satellite Ventures LP, et al. which was filed as                        Exhibit 10.1 to the Company’s Current Report on Form 8-K dated                        November 18, 2004 and is hereby incorporated herein by                        reference.                                                                                                                |
| 10.7           | Second Amended and Restated Parent                        Transfer/Drag Along Agreement by and among the Company, et al. which was                        filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K                        dated November 18, 2004 and is hereby incorporated herein by                        reference.                                                                                                                                                                                              |
| 10.8           | Voting Agreement, dated                        November 12, 2004, by and among MSV Investors, LLC, et al. which was                        filed as Exhibit 10.18 to the Company’s Form 10-K for the year ended                        December 31, 2004 and is hereby incorporated herein by                        reference.                                                                                                                                                                                                      |
| 10.9           | Note Exchange and Conversion                        Agreement, dated as of November 12, 2004, by and among MSV Investors, LLC,                        Mobile Satellite Ventures LP, et al. which was filed as Exhibit 2.1 to the                        Company’s Current Report on Form 8-K dated November 18, 2004 and is                        hereby incorporated herein by reference.                                                                                                                                                    |

 

 

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| 10.10 | Amendment to Employment Agreement,                        dated as of February 15, 2001, between the Company and Robert C. Lewis,                        which was filed as exhibit 10.3 to the Company’s Form 10-Q for the                        period ended March 31, 2001 and is hereby incorporated herein by                        reference.                                                                                                                               |
|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.11 | Investment Agreement, dated as of                        April 2, 2002, between the Company and the Apollo Stockholders, which was                        filed as Exhibit 99.2 to the Company’s Current Report filed on Form                        8-K, filed on April 4, 2002, and is hereby incorporated herein by                        reference.                                                                                                                            |
| 10.12 | Amended and Restated Limited Liability                        Company Agreement, dated as of April 22, 2005, by and between Hughes                        Network Systems, Inc. and the Company, which was filed as Exhibit 99.4 to                        the Company’s Current Report on Form 8-K dated April 26, 2005 and is                        hereby incorporated herein by reference.                                                                                     |
| 10.13 | Stockholders Agreement, dated as of                        May 11, 2005, by and among TerreStar Networks, Inc., MSV Investors, LLC, et                        al., which was filed as Exhibit 10.1 to the Company’s Form 10-Q for                        the period ended March 31, 2005 and is hereby incorporated herein by                        reference.                                                                                                                     |
| 10.14 | Parent Transfer/Drag Along Agreement,                        dated as of May 11, 2005, by and among TerreStar Networks, Inc., the                        Company, et al., which was filed as Exhibit 10.2 to the Company’s                        Form 10-Q for the period ended March 31, 2005 and is hereby incorporated                        herein by reference.                                                                                                              |
| 10.15 | Conditional Waiver and Consent                        Agreement, dated as of May 11, 2005, by and among the Company, Motient                        Corporation, et al., which was filed as Exhibit 10.3 to the Company’s                        Form 10-Q for the period ended March 31, 2005 and is hereby                        incorporated herein by reference.                                                                                                          |
| 10.16 | Separation Agreement, dated as of                        December 30, 2005, by and between Hughes Communications, Inc. and the                        Company, which was filed as Exhibit 10.1 to the Company’s Current                        Report on Form 8-K for dated January 3, 2006 and is hereby                        incorporated herein by reference.                                                                                                             |
| 10.17 | Tax Sharing Agreement, dated as of                        December 30, 2005, by and between Hughes Communications, Inc. and SkyTerra                        Communications, Inc. which was filed as Exhibit 10.2 to the Company’s                        Current Report on Form 8-K for dated January 3, 2006 and is hereby                        incorporated by reference.                                                                                                       |
| 10.18 | Amendment No. 2 to the Amended and                        Restated Limited Partnership Agreement of Mobile Satellite Ventures LP,                        dated January 5, 2007, which was filed as Exhibit 10.1 to the                        Company’s Current Report on Form 8-K, filed on January 10, 2007, and                        is hereby incorporated herein by reference.                                                                                               |
| 10.19 | Form of Stock Purchase Agreement,                        which was filed as Exhibit 10.2 to the Company’s Current Report on                        Form 8-K, filed on January 10, 2007, and is hereby incorporated herein by                        reference.                                                                                                                                                                                                                      |
| 10.20 | Form of Indemnification Agreement,                        which was filed as Exhibit 10.1 to the Company’s Current Report on                        Form 8-K, filed on December 19, 2006, and is hereby incorporated herein by                        reference.                                                                                                                                                                                                                    |
| 10.21 | Restricted Stock Agreement, by and                        between Alexander H. Good and the Company, dated December 18, 2006,                        which was filed as Exhibit 99.1 to the Company’s Current Report on                        Form 8-K, filed on December 19, 2006, and is hereby incorporated                        herein by reference.                                                                                                          |
| 10.22 | Restricted Stock Agreement, by and                        between Scott Macleod and the Company, dated December 18, 2006, which was                        filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K,                        filed on December 19, 2006, and is hereby incorporated herein by                        reference.                                                                                                                             |
| 10.23 | Contract for Design, Development and                        Supply of Satellite Base Transceiver Sub-System (“S-BTS”)                        between Mobile Satellite Ventures LP and Hughes Network Systems, LLC, dated                        November 3, 2006, which was filed as Exhibit 10.1 to the Company’s                        Current Report on Form 8-K, filed on November 8, 2006, and is hereby                        incorporated herein by reference. |

 

 

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| 10.24 | Amendment Agreement No. 1 to MSV                        Canada Shareholders Agreement by and among TMI Communications and Company,                        Limited Partnership, Mobile Satellite Ventures (Canada) Inc., Mobile                        Satellite Ventures Holdings (Canada) Inc. and Mobile Satellite Ventures LP,                        which was filed as Exhibit 10.1 to the Company’s Current Report on                        Form 8-K, filed on October 18, 2006, and is hereby incorporated herein by                        reference.     |
|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.25 | Preferred Provider Agreement, dated as                        of October 16, 2006, by and between Hughes Network Systems, LLC and Mobile                        Satellite Ventures LP, which was filed as Exhibit 10.2 to the                        Company’s Current Report on Form 8-K, filed on October 18, 2006, and                        is hereby incorporated herein by reference.                                                                                                                                                                       |
| 10.26 | Non-Interference Agreement, dated as                        of October 6, 2006, by and among BCE Inc., Telesat Canada, Mobile Satellite                        Ventures (Canada) Inc., Mobile Satellite Ventures Holdings (Canada) Inc.                        and Mobile Satellite Ventures LP, which was filed as Exhibit 10.3 to the                        Company’s Current Report on Form 8-K, filed on October 18, 2006, and                        is hereby incorporated herein by reference.                                                             |
| 10.27 | Preferred Provider Extension                        Agreement, dated as of October 6, 2006, by and among Telesat Canada, Mobile                        Satellite Ventures (Canada) Inc. and Mobile Satellite Ventures LP, which                        was filed as Exhibit 10.4 to the Company’s Current Report on Form                        8-K, filed on October 18, 2006, and is hereby incorporated herein by                        reference.                                                                                                             |
| 10.28 | Pledge Release Agreement, dated as of                        October 6, 2006, by and among MSV Investors LLC, TMI Communication                        Delaware, Limited Partnership, Mobile Satellite Ventures LP and other                        beneficiaries of the Pledge Agreement, dated as of November 26, 2001, as                        amended, which was filed as Exhibit 10.5 to the Company’s Current                        Report on Form 8-K, filed on October 18, 2006, and is hereby incorporated                        herein by reference. |
| 10.29 | Preferred Provider Termination                        Agreement, dated as of October 6, 2006, by and among BCE Inc., Mobile                        Satellite Ventures (Canada) Inc. and Mobile Satellite Ventures LP, which                        was filed as Exhibit 10.6 to the Company’s Current Report on Form                        8-K, filed on October 18, 2006, and is hereby incorporated herein by                        reference.                                                                                                                 |
| 10.30 | Exchange Agreement, dated as of                        October 6, 2006, by and between SkyTerra Communications, Inc. and BCE Inc.,                        which was filed as Exhibit 10.1 to the Company’s Current Report on                        Form 8-K, filed on October 11, 2006, and is hereby incorporated herein by                        reference.                                                                                                                                                                                                    |
| 10.31 | Registration Rights Agreement, dated                        as of October 6, 2006, by and between SkyTerra Communications, Inc. and BCE                        Inc., which was filed as Exhibit 10.2 to the Company’s Current Report                        on Form 8-K, filed on October 11, 2006, and is hereby incorporated herein                        by reference.                                                                                                                                                                                         |
| 10.32 | Registration Rights Agreement, dated                        as of September 25, 2006, by and between SkyTerra Communications, Inc. and                        Motient Corporation, which was filed as Exhibit 10.1 to the Company’s                        Current Report on Form 8-K, filed on September 28, 2006, and is hereby                        incorporated herein by reference.                                                                                                                                                                         |
| 10.33 | Amendment No. 1 to the Amended and                        Restated Limited Partnership Agreement of Mobile Satellite Ventures LP,                        dated as of September 25, 2006, which was filed as Exhibit 10.2 to the                        Company’s Current Report on Form 8-K, filed on September 28, 2006,                        and is hereby incorporated herein by reference.                                                                                                                                                                   |
| 10.34 | Amendment No. 4 to the Amended and                        Restated Stockholders’ Agreement of Mobile Satellite Ventures GP,                        Inc., dated as of September 25, 2006, which was filed as Exhibit 10.3 to                        the Company’s Current Report on Form 8-K, filed on September 28,                        2006, and is hereby incorporated herein by reference.                                                                                                                                                             |

 

 

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| 10.35 | Preferred Redemption Agreement, dated                        May 6, 2006, by and among the Company, Apollo Investment Fund IV, L.P.,                        Apollo Overseas Partners IV, L.P., AIF IV/RRRR LLC, AP/RM Acquisition LLC                        and ST/RRRR LLC, which was filed as Exhibit 10.1 to the Company’s                        Current Report on Form 8-K, filed on May 11, 2006, and is hereby                        incorporated herein by reference.                            |
|-------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.36 | Exchange Agreement, dated May 6, 2006,                        by and among Motient Corporation, Motient Ventures Holding Inc. and the                        Company, which was filed as Exhibit 10.2 to the Company’s Current                        Report on Form 8-K, filed on May 11, 2006, and is hereby incorporated                        herein by reference.                                                                                                                                    |
| 10.37 | Form of Exchange Agreement, dated May                        6, 2006, by and among the Company, certain corporations affiliated with                        Columbia Capital and Spectrum Equity Investors, MVH Holdings, Inc. and                        Motient Corporation, which was filed as Exhibit 10.3 to the Company’s                        Current Report on Form 8-K, filed on May 11, 2006, and is hereby                        incorporated herein by reference.                           |
| 10.38 | Registration Rights Agreement, dated                        May 6, 2006, by and among the Company and each of the Blocker Corporations                        and each of the stockholders of the Blocker Corporations, which was filed                        as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on                        May 11, 2006, and is hereby incorporated herein by                        reference.                                                           |
| 10.39 | Merger Agreement, dated May 6, 2006,                        by and among Bay Harbour MSV, Inc., Trophy Hunter Investments, Ltd., Bay                        Harbour 90-1, Ltd., Bay Harbour Master Ltd., MSV Rollup LLC and the                        Company, which was filed as Exhibit 10.5 to the Company’s Current                        Report on Form 8-K, filed on May 11, 2006, and is hereby incorporated                        herein by reference.                                          |
| 10.40 | Form of Asset Purchase Agreement,                        dated May 6, 2006, by and among the Company and each of the MSV Minority                        Investors, which was filed as Exhibit 10.6 to the Company’s Current                        Report on Form 8-K, filed on May 11, 2006, and is hereby incorporated                        herein by reference.                                                                                                                                      |
| 10.41 | Registration Rights Agreement dated,                        May 6, 2006, by and among Trophy Hunter Investments, Ltd., Bay Harbour                        90-1, Ltd. and Bay Harbour Master Ltd. et al. and the Company, which was                        filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K,                        filed on May 11, 2006, and is hereby incorporated herein by                        reference.                                                          |
| 10.42 | Amendment No. 2 to TerreStar Networks,                        Inc. Stockholders’ Agreement, which was filed as Exhibit 10.8 to the                        Company’s Current Report on Form 8-K, filed on May 11, 2006, and is                        hereby incorporated herein by reference.                                                                                                                                                                                                        |
| 10.43 | TerreStar Networks Inc. Amended and                        Restated Stockholders’ Agreement, which was filed as Exhibit 10.9 to                        the Company’s Current Report on Form 8-K, filed on May 11, 2006,                        and is hereby incorporated herein by reference.                                                                                                                                                                                                  |
| 10.44 | Amendment No. 3 to Amended and                        Restated Stockholders’ Agreement of Mobile Satellite Ventures GP                        Inc., which was filed as Exhibit 10.10 to the Company’s Current                        Report on Form 8-K, filed on May 11, 2006, and is hereby incorporated                        herein by reference.                                                                                                                                          |
| 10.45 | Note Purchase Agreement, dated as of                        December 30, 2005, by and among Hughes Communications, Inc., Apollo                        Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P., which was                        filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K,                        filed on January 3, 2006 and is hereby incorporated herein by                        reference.                                                          |
| 10.46 | Security Agreement, dated as of                        January 1, 2006, by and between Hughes Communications, Inc. and Apollo                        Investment Fund IV, L.P., as Collateral Agent and Secured Party, which was                        filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K,                        filed on January 3, 2006 and is hereby incorporated herein by                        reference.                                                           |
| 10.47 | Registration Rights Agreement, dated                        as of January 1, 2006, by and among Hughes Communications, Inc., Apollo                        Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., AIF IV/RRRR                        LLC, AP/RM Acquisition LLC and ST/RRRR LLC, which was filed as Exhibit 10.5                        to the Company’s Current Report on Form 8-K, filed on January 3, 2006                        and is hereby incorporated herein by reference. |

 

 

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| 10.48 | Membership Interest Purchase                        Agreement, by and among DTV Network Systems, Inc., The DIRECTV Group, Inc.,                        SkyTerra Holdings, Inc., SkyTerra Communications, Inc. and Hughes Network                        Systems, LLC, dated as of November 10, 2005, which was filed as Exhibit                        10.6 to the Company’s Current Report on Form 8-K, filed on January 3,                        2006 and is hereby incorporated herein by reference.                                                       |
|-------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.49 | Contract, dated January 9, 2006,                        between Boeing Satellite Systems, Inc. and Mobile Satellite Ventures, LP                        for the MSV L-Bond Space-Based Network, which was filed as Exhibit 10.51 to                        the Company’s Annual Report on Form 10-K, filed on March 16, 2007 and                        is hereby incorporated herein by reference.(Confidential treatment has been requested with respect to                        portions of this exhibit.)                                                |
| 10.50 | Amendment No. 1 to Contract between                        Boeing Satellite Systems, Inc. and Mobile Satellite Ventures, LP for the                        MSV L-Bond Space-Based Network, dated March 9, 2006, which was filed as                        Exhibit 10.52 to the Company’s Annual Report on Form 10-K, filed on                        March 16, 2007 and is hereby incorporated herein by                        reference.(Confidential treatment has been                        requested with respect to portions of this exhibit.)         |
| 10.51 | Amendment No. 2 to Contract between                        Boeing Satellite Systems, Inc. and Mobile Satellite Ventures for the MSV                        L-Bond Space-Based Network, dated September 11, 2006, which was filed as                        Exhibit 10.53 to the Company’s Annual Report on Form 10-K, filed on                        March 16, 2007 and is hereby incorporated herein by                        reference.(Confidential treatment has been                        requested with respect to portions of this exhibit.)        |
| 10.52 | Second Amended and Restated                        Intellectual Property Assignment and License Agreement , dated November 21,                        2006 and effective October 1, 2006, between ATC Technologies LLC and                        TerreStar Networks Inc., which was filed as Exhibit 10.54 to the                        Company’s Annual Report on Form 10-K, filed on March 16, 2007 and is                        hereby incorporated herein by reference.                                                                                 |
| 10.53 | Letter Agreement, dated February 6,                        2007, between Mobile Satellite Ventures, LP and Mobile Satellite Ventures                        (Canada) Inc., which was filed as Exhibit 10.55 to the Company’s                        Annual Report on Form 10-K, filed on March 16, 2007 and is hereby                        incorporated herein by reference.                                                                                                                                                                                 |
| 10.54 | Satellite Delivery Agreement, dated                        February 22, 2007, between Mobile Satellite Ventures LP and Mobile                        Satellite Ventures (Canada) Inc., which was filed as Exhibit 10.56 to the                        Company’s Annual Report on Form 10-K, filed on March 16, 2007 and is                        hereby incorporated herein by reference.                                                                                                                                                                     |
| 10.55 | Capacity Lease Agreement, dated                        November 26, 2001, between Mobile Satellite Ventures (Canada) Inc. and                        3051361 Nova Scotia Unlimited Liability Company, which was filed as Exhibit                        10.57 to the Company’s Annual Report on Form 10-K, filed on March 16,                        2007 and is hereby incorporated herein by reference.                                                                                                                                                 |
| 10.56 | MSV Canada Shareholders Agreement,                        dated as of November 26, 2001 by and among TMI Communications and Company,                        Limited Partnership, Mobile Satellite Ventures (Canada) Inc., Mobile                        Satellite Ventures Holdings (Canada) Inc. and Mobile Satellite Ventures LP,                        which was filed as Exhibit 10.58 to the Company’s Annual Report on                        Form 10-K, filed on March 16, 2007 and is hereby incorporated herein by                        reference. |
| 10.57 | Mobile Satellite Ventures LP 2001 Unit                        Incentive Plan (as amended and effective January 24, 2003), which was                        filed as Exhibit 10.59 to the Company’s Annual Report on Form 10-K,                        filed on March 16, 2007 and is hereby incorporated herein by                        reference.                                                                                                                                                                                                      |
| 10.58 | Mobile Satellite Ventures LP 2001 Unit                        Incentive Plan (effective as of December 17, 2001) (amended as of July 1,                        2004) (subject to further amendment October 11, 2005), which was filed as                        Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed on                        March 16, 2007 and is hereby incorporated herein by                        reference.                                                                                                               |

 

 

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| 10.59 | Form of Mobile Satellite Ventures LP                        2001 Unit Incentive Plan (as amended) Nonqualified Unit Option Agreement,                        which was filed as Exhibit 10.61 to the Company’s Annual Report on                        Form 10-K, filed on March 16, 2007 and is hereby incorporated herein by                        reference.                                                                                    |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.60 | Employment Letter of Alexander H.                        Good, dated February 26, 2004, which was filed as Exhibit 10.62 to the                        Company’s Annual Report on Form 10-K, filed on March 16, 2007 and is                        hereby incorporated herein by reference.                                                                                                                                                         |
| 10.61 | Amendment Agreement to Amend                        Employment Letter of Alexander H. Good, dated as of April 3, 2006, between                        Mobile Satellite Ventures and Alexander H. Good, which was filed as Exhibit                        10.63 to the Company’s Annual Report on Form 10-K, filed on March 16,                        2007 and is hereby incorporated herein by reference.                                          |
| 10.62 | Change of Control Agreement, dated as                        of February 29, 2004, between Mobile Satellite Ventures LP and Alex H.                        Good, which was filed as Exhibit 10.64 to the Company’s Annual Report                        on Form 10-K, filed on March 16, 2007 and is hereby incorporated herein by                        reference.                                                                                |
| 10.63 | Confidentiality, Non-Competition and                        Non-Solicitation Agreement, dated February 24, 2005, between Mobile                        Satellite Ventures LP and Alexander H. Good, which was filed as Exhibit                        10.65 to the Company’s Annual Report on Form 10-K, filed on March 16,                        2007 and is hereby incorporated herein by reference.                                             |
| 10.64 | Employment Letter of Scott Macleod,                        dated January 9, 2006, which was filed as Exhibit 10.66 to the                        Company’s Annual Report on Form 10-K, filed on March 16, 2007 and is                        hereby incorporated herein by reference.                                                                                                                                                               |
| 10.65 | Executive Change of Control Agreement,                        dated as of January 27, 2006, between Mobile Satellite Ventures LP and                        Scott Macleod, which was filed as Exhibit 10.67 to the Company’s                        Annual Report on Form 10-K, filed on March 16, 2007 and is hereby                        incorporated herein by reference.                                                                      |
| 10.66 | Confidentiality, Non-Competition and                        Non-Solicitation Agreement, dated January 27, 2006, between Mobile                        Satellite Ventures LP and Scott Macleod, which was filed as Exhibit 10.68                        to the Company’s Annual Report on Form 10-K, filed on March 16, 2007                        and is hereby incorporated herein by reference.                                                  |
| 10.67 | Mobile Satellite Ventures LP 2001 Unit                        Incentive Plan (as amended) Phantom Unit Agreement, dated January 27, 2006,                        between Mobile Satellite Ventures LP and Scott Macleod, which was filed as                        Exhibit 10.69 to the Company’s Annual Report on Form 10-K, filed on                        March 16, 2007 and is hereby incorporated herein by                        reference. |
| 10.68 | SkyTerra Communication, Inc. 2006                        Equity and Incentive Plan (incorporated by reference to Annex III to                        the Company’s Definitive Proxy, filed June 23,                        2006).                                                                                                                                                                                                         |
| 10.69 | Restricted Stock Agreement, by and                        between Robert Lewis and the Company, dated January 11, 2007, which                        was filed as Exhibit 10.71 to the Company’s Annual Report on Form                        10-K, filed on March 16, 2007 and is hereby incorporated herein by                        reference.                                                                                             |
| 10.70 | Amendment No. 2 to the Amended and Restated Limited                        Partnership Agreement of MSV, dated January 5, 2007, which was filed as                        Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on                        January 10, 2007, and is hereby incorporated herein by reference                                                                                                                |
| 10.71 | Stock Option Agreement, by and between James Wiseman and the                        Company, dated August 20, 2007, which was filed as Exhibit 99.1 to the                        Company’s Current Report on Form 8-K, filed on August 22, 2007, and                        is hereby incorporated by reference.                                                                                                                                   |
| 10.72 | Offer Letter between James Wiseman and Mobile Satellite                        Ventures LP, dated July 13, 2007, which was filed as Exhibit 99.2 to the                        Company’s Current Report on Form 8-K, filed on August 22, 2007, and                        is hereby incorporated by reference.                                                                                                                                      |

 

 

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| 10.73 | Change of Control Agreement between James Wiseman and MSV,                        dated August 20, 2007, which was filed as Exhibit 99.3 to the                        Company’s Current Report on Form 8-K, filed on August 22, 2007, and                        is hereby incorporated by reference.                                                                                                                                                                                                                                                                        |
|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.74 | Securities Purchase Agreement, dated as of December 15,                        2007, by and among SkyTerra Communications, Inc., Mobile Satellite Ventures                        LP, Mobile Satellite Ventures Finance Co., Harbinger Capital Partners                        Master Fund I, Ltd. and Harbinger Capital Special Situations Fund, LP.,                        which was filed as Exhibit 10.1 to the Company’s Current Report on                        Form 8-K, filed on December 15, 2007, and is hereby incorporated by                        reference. |
| 10.75 | Form of Warrant to Purchase shares of common stock, issued                        to Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital                        Special Situations Fund, LP, which was filed as Exhibit 99.1 to the                        Company’s Current Report on Form 8-K, filed on December 18, 2007, and                        is hereby incorporated by reference.                                                                                                                                                                 |
| 10.76 | Form of Registration Rights Agreement, by and among SkyTerra                        Communications, Inc., Harbinger Capital Partners Master Fund I, Ltd. and                        Harbinger Capital Special Situations Fund, LP, which was filed as Exhibit                        99.2 to the Company’s Current Report on Form 8-K, filed on December                        18, 2007, and is hereby incorporated by reference.                                                                                                                                            |
| 10.77 | Cooperation Agreement, dated as of December 20, 2007, by and                        among SkyTerra Communications, Inc., Mobile Satellite Ventures LP, Mobile                        Satellite Ventures (Canada) Inc. and Inmarsat Global Limited, which was                        filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K,                        filed on December 21, 2007, and is hereby incorporated by                        reference.                                                                                                     |
| 10.78 | Subscription Agreement, dated as of December 20, 2007, by                        and between SkyTerra Communications, Inc. and Inmarsat Global Limited,                        which was filed as Exhibit 10.2 to the Company’s Current Report on                        Form 8-K, filed on December 21, 2007, and is hereby incorporated by                        reference.                                                                                                                                                                                                |
| 10.79 | Registration Rights Agreement, dated as of December 20,                        2007, by and between SkyTerra Communications, Inc. and Inmarsat Global                        Limited, which was filed as Exhibit 10.3 to the Company’s Current                        Report on Form 8-K, filed on December 21, 2007, and is hereby incorporated                        by reference.                                                                                                                                                                                         |
| 10.80 | Phase 0 Block Loan Agreement, dated as of December 20, 2007,                        by and among Mobile Satellite Ventures LP, Mobile Satellite Ventures                        (Canada) Inc., SkyTerra Communications, Inc. and Inmarsat Global Limited,                        which was filed as Exhibit 10.4 to the Company’s Current Report on                        Form 8-K, filed on December 21, 2007, and is hereby incorporated by                        reference.                                                                                              |
| 10.81 | Amendment No. 1 to the Securities Purchase Agreement by and                        among SkyTerra Communications, Inc., Mobile Satellite Ventures LP, Mobile                        Satellite Ventures Finance Co., Harbinger Capital Partners Master Fund I,                        Ltd. and Harbinger Capital Special Situations Fund, LP, dated as of January                        7, 2008, which was filed as Exhibit 10.1 to the Company’s Current                        Report on Form 8-K, filed on January 8, 2008.                                                |
| 10.82 | Contract for Launch Services, effective as of May 11, 2007,                        by and between Mobile Satellite Ventures, LP and ILS International Launch                        Services, Inc. , which was filed as Exhibit 10.1 to the Company’s                        Form 10-Q for the period ended June 30, 2007 and is hereby incorporated                        herein by reference. (Confidential treatment has been requested with                        respect to portions of this exhibit.)                                                                 |
| 10.83 | Contract for Launch Services, dated as of May 11, 2007, by                        and between Mobile Satellite Ventures, LP and Sea Launch Limited                        Partnership, which was filed as Exhibit 10.1 to the Company’s Form                        10-Q for the period ended June 30, 2007 and is hereby incorporated herein                        by reference. (Confidential treatment has been requested with respect to                        portions of this exhibit.)                                                                               |

 

 

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| 10.84 | Offer Letter, dated August 4, 2004,                        between Randy S. Segal and Mobile Satellite Ventures LP (filed                        herewith).                                                                                                                                                                                                                                                                                                                                   |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.85 | Executive Change of Control Agreement,                        dated as of September 20, 2004, by and between Randy S. Segal and Mobile                        Satellite Ventures LP (filed herewith).                                                                                                                                                                                                                                                                                         |
| 16.1  | Letter of Deloitte & Touche LLP,                        dated May 4, 2006, which was filed as Exhibit 16.1 to the Company’s                        Current Report on Form 8-K dated May 4, 2006 and is hereby incorporated                        herein by reference.                                                                                                                                                                                                              |
| 21    | Subsidiaries of the Company are MSV                        Investors Holdings, Inc., a Delaware corporation, MSV Rollup, LLC, a                        Delaware corporation, MSV Rollup Sub, LLC, a Delaware corporation, MSV                        Investors, LLC, a Delaware corporation, TMI Communications Delaware Limited                        Partnership, a Delaware limited partnership, and Mobile Satellite Ventures                        LP, a Delaware limited partnership. |
| 23.1  | Consent of Ernst & Young LLP                        (filed as Exhibit 23.1 to the registrant’s annual report on Form 10-K                        for the year ended December 31, 2007, filed on February 28,                        2008).                                                                                                                                                                                                                                          |
| 31.1  | Certification of Alexander H. Good,                        Chief Executive Officer and President of the Company, required by Rule                        13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to                        Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                       |
| 31.2  | Certification of Scott Macleod,                        Executive Vice President and Chief Financial Officer of the Company,                        required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as                        adopted pursuant to Section 302 of the Sarbanes-Oxley Act of                        2002.                                                                                                                                                     |
| 32.1  | Certification of Alexander H. Good,                        Chief Executive Officer and President of the Company, Pursuant to 18 U.S.C.                        Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act                        of 2002.                                                                                                                                                                                                                      |
| 32.2  | Certification of Scott Macleod,                        Executive Vice President and Chief Financial Officer of the Company,                        Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of                        the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                           |

 

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities        Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf        by the undersigned, thereunto duly authorized.

 

| SKYTERRA COMMUNICATIONS, INC. |
|-------------------------------|
|                          |   |
|                          |   |
| By:                           | /S/ALEXANDERH.GOOD |
|                          | Name: Alexander H. Good |
|                          | Title: Chief Executive Officer and President |

         

Dated: April 28, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this        report has been signed below by the following persons on behalf of the Registrant and in        the capacities and on the dates indicated.

         

| **Signature**                                                                                                                                      |   | **Title**                                                                                                                                          |   | **Date**                             |
|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------|
| /s                        /                        AlexanderH. GoodAlexander H.                        Good                                        |   | Chief                        Executive Officer                        and President, Director                        (Principal Executive Officer) |   | April28,                        2008 |
|                                                                                                                                               |   |
| /s                        / S                        cott Macleod

Scott                        Macleod                                            |   | Executive Vice                        President and Chief Financial Officer                        (Principal Financial Officer)                   |   | April28,                        2008 |
|                                                                                                                                               |   |
| /s                        / J                        ames A. WisemanJames A.                        Wiseman                                        |   | Vice President                        and Corporate Controller                        (Principal Accounting Officer)                               |   | April28,                        2008 |
|                                                                                                                                               |   |
| /s                        /                        Jose A. Cecin, Jr.Jose A. Cecin,                        Jr.                                     |   | Director                                                                                                                                           |   | April28,                        2008 |
|                                                                                                                                               |   |
| /s                        / J                        effrey M. Killeen

Jeffrey M.                        Killeen                                  |   | Director                                                                                                                                           |   | April28,                        2008 |
|                                                                                                                                               |   |
| /s                        / P                        aul S. Latchford, Jr                        .a

Paul S.                        Latchford, Jr. |   | Director                                                                                                                                           |   | April28,                        2008 |
|                                                                                                                                               |   |
| /s                        / W                        illiam F. Stasior

William F.                        Stasior                                  |   | Director                                                                                                                                           |   | April28,                        2008 |
|                                                                                                                                               |   |
| /s                        / A                        aron J. StoneAaron J. Stone                                                                   |   | Director                                                                                                                                           |   | April28,                        2008 |
|                                                                                                                                               |   |
| /s                        / M                        ichael D. Weiner

Michael D.                        Weiner                                    |   | Director                                                                                                                                           |   | April28,                        2008 |
|                                                                                                                                               |   |

 

 

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