Unassociated Document


    Exhibit
10.2

     

    EXECUTION COPY

     

    


    AGREEMENT
FOR TRANSFER AND EXCHANGE

     

    AGREEMENT
FOR TRANSFER AND EXCHANGE (“Agreement”), dated as of
September 12, 2008, between TERRESTAR CORPORATION, a Delaware corporation
(“TerreStar”) and
SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (“SkyTerra” and, together with
TerreStar, the “Parties”).

     

    RECITALS

     

    WHEREAS, Motient Ventures
Holding Inc. (“MVH”), a
Delaware corporation and indirect, wholly owned subsidiary of TerreStar, owns
29,926,074 shares (the “SkyTerra Shares”) of
non-voting common stock, par value $0.01 per share, of SkyTerra;

     

    WHEREAS, pursuant to an
Exchange Agreement among TerreStar, MVH and SkyTerra, dated as of May 6,
2006 (the “Exchange Agreement”),
TerreStar is obligated to use its commercially reasonable efforts to distribute
the SkyTerra Shares to the holders of TerreStar’s common stock;

     

    WHEREAS, MSV Investors, LLC
(“MSV Investors”), a
Delaware limited liability company and indirect wholly owned subsidiary of
SkyTerra, owns 4,216,270 shares (the “Networks Shares”) of common
stock, par value $0.001 per share of TerreStar Networks, Inc., a Delaware
corporation (“Networks”);

     

    WHEREAS, MSV Investors
Holdings, Inc. (“MSVIH”), a Delaware
corporation and wholly owned subsidiary of SkyTerra, owns 3,136,428 shares (the “TGL Shares”) of common stock,
par value $0.01 per share, of TerreStar Global Ltd., a Bermuda corporation
(“TGL”);

     

    WHEREAS, pursuant to the
Amended and Restated Stockholders Agreement of Networks, dated as of May 6, 2006
(the “Stockholders
Agreement”), the ability of MSV Investors to sell or otherwise transfer
the Networks Shares is limited;

     

    WHEREAS, TerreStar desires that
MVH be permitted and enabled to sell or otherwise Transfer the SkyTerra Shares,
and SkyTerra desires that MSV Investors be permitted and enabled to sell or
otherwise Transfer the Networks Shares and that the transferees thereof have the
right, but not the obligation, to exchange Networks Shares for shares of common
stock of TerreStar; and

     

    WHEREAS, TerreStar desires to
acquire from MSVIH the TGL Shares.

     

    NOW THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the Parties agree as
follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
I.

    DEFINITIONS

     

    Section 1.1       Certain Defined
Terms.  For
purposes of this Agreement:

     

    “Affiliate” means, with respect
to any Person, any other Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
such first Person.

     

    “Agreement” has the meaning set
forth in the preamble.

     

    “Business Day” means any day
that is not a Saturday, a Sunday or other day on which banks are required or
authorized by Law to be closed in The City of New York.

     

    “control,” including the terms
“controlled by” and
“under common control
with,” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, as trustee or executor, as
general partner or managing member, by contract or otherwise.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Exchange Agreement” has the
meaning set forth in the recitals.

     

    “Exchanged Shares” has the
meaning set forth in Section 4.1.

     

    “Governmental Authority” means
any United States federal, state or local governmental, regulatory or
administrative authority, agency or commission or any judicial or arbitral
body.

     

    “Harbinger” means Harbinger
Capital Partners Master Fund I, Ltd., an exempted company organized under the
laws of the Cayman Islands, and Harbinger Capital Partners Special Situations
Fund, L.P., a Delaware limited partnership.

     

    “Harbinger Letter Agreement”
has the meaning set forth in Section 3.5.

     

    “Holder” has the meaning set
forth in Section 4.1(a).

     

    “Holder Exchange Agreement” has
the meaning set forth in Section 4.1.

     

    “Indemnifiable Claim” means a
claim brought by any stockholder of TerreStar (other than a holder of Exchanged
Shares), in such capacity, against an Indemnified Party, arising out of or
related to or in connection with the waiver contemplated by Section 3.1, and
alleging in substance that such Indemnified Party is liable for harm to such
stockholder consisting of such stockholder’s failure to receive SkyTerra Shares
in a distribution from TerreStar as contemplated by the Exchange
Agreement.

     

    “Indemnified Party” has the
meaning set forth in Section 6.1(a).

     

    
      
        
        

      

      
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    “Law” means any statute, law,
ordinance, regulation, rule, code, injunction, judgment, decree or order of any
Governmental Authority.

     

    “Lien” means, with respect to
any of the TGL Shares, any lien, mortgage, pledge, charge, security interest,
proxy, voting agreement, voting trust or encumbrance of any kind in respect of
the TGL Shares, whether or not filed, recorded or otherwise perfected under
applicable law, and any agreement to give any security interest.

     

    “Losses” has the meaning set
forth in Section 6.1(a).

     

    “MSV Investors” has the meaning
set forth in the recitals.

     

    “MSV” means Mobile Satellite
Ventures LP, a Delaware limited partnership and indirect subsidiary of
SkyTerra.

     

    “MVH” has the meaning set forth
in the recitals.

     

    “MSVIH” has the meaning set
forth in the recitals.

     

    “Networks” has the meaning set
forth in the recitals.

     

    “Networks Shares” has the
meaning set forth in the recitals.

     

    “Organizational Documents”
means as to any Person, the certificate of or articles of incorporation,
certificate of limited partnership, certificate of formation, articles of
organization, operating agreement, limited partnership agreement, limited
liability company agreement, stockholders agreements or bylaws or other similar
documents of such Person, as applicable.

     

    “Other Investors” means Och
Ziff Capital Management Group LLC, Solus Alternative Asset Management, Millenium
Partners L.P., George Haywood and any Affiliate of any of the
foregoing.

     

    “Other Investors Letter Agreement”
means the draft form of agreement attached hereto as Exhibit
A.

     

    “Party” and “Parties” has the meanings set
forth in the preamble.

     

    “Person” means an individual,
corporation, partnership, limited liability company, limited liability
partnership, syndicate, person, trust, association, organization or other
entity, including any Governmental Authority, and including any successor, by
merger or otherwise, of any of the foregoing.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    “SkyTerra” has the meaning set
forth in the preamble.

     

    “SkyTerra Shares” has the
meaning set forth in the recitals.

     

    
      
        
        

      

      
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    “Stockholders Agreement” has
the meaning set forth in the recitals.

     

    “TerreStar” has the meaning set
forth in the preamble.

     

    “TerreStar Change of Control”
means any event, occurrence or circumstance which is a “change of control” or
“change in control” of TerreStar or of Networks within the meaning of (i) the
Indenture, dated as of February 14, 2007, among Networks, as issuer, the
guarantors party thereto and U.S. Bank National Association, as trustee, (ii)
the Indenture, dated February 7, 2008, among Networks, as the issuer, TerreStar,
certain subsidiaries of Networks and U.S. Bank National Association, as trustee,
(iii) the Purchase Money Credit Agreement, dated February 5, 2008, among
Networks, as the borrower, the guarantors party thereto from time to time and
U.S. Bank National Association, as collateral agent, Harbinger and EchoStar
Corporation, as lenders, (iv) the Series B Cumulative Convertible Preferred
Stock of TerreStar or (v) the Series A Cumulative Convertible Preferred Stock of
TerreStar.

     

    “TGL Shares” has the meaning
set forth in the recitals.

     

    “Transfer” means to sell,
assign, transfer, pledge, encumber, hypothecate, mortgage or otherwise dispose
of, either voluntarily or involuntarily (or to enter into any contract, option
or other arrangement or understanding to do any of the foregoing), but shall
exclude any bona fide pledge to secure obligations to financial
institutions.

     

    “Transferee” shall mean any
person to whom Networks Shares have been Transferred pursuant to Section
2.1.

     

    ARTICLE
II.

    TRANSFERS
OF NETWORKS SHARES

     

    Section 2.1        
   Limitations on
Transfers.

     

    The
following shall be the sole limitations on Transfers of Networks Shares by
SkyTerra, its Subsidiaries and, solely by virtue of their entry into Joinder
Agreements, Transferees of Networks Shares from and after the termination of the
Stockholders Agreement in accordance with Section 2.3, and no other limitations
shall apply by virtue of any other agreement between the Parties (for the
avoidance of doubt, including Transfers prior to May 15, 2009):

     

    (a)           SkyTerra,
its Subsidiaries and, solely by virtue of their entry into Joinder Agreements,
Transferees of Networks Shares shall not Transfer any Networks Shares, TerreStar
shall have the right to decline to take action to permit the Transfer of
Networks Shares, and Networks may prohibit any such proposed Transfer, if, but
only to the extent of the transfer of the number of Networks Shares that, in the
reasonable determination of TerreStar or Networks, following consultation with
and the receipt of written advice of nationally recognized counsel, such
Transfer, or exchange (or right to exchange) as contemplated in Section 4.1: (i)
could cause Networks to be in violation of any material applicable state or
federal laws or other material applicable legal requirement; (ii) would be to
Harbinger or an Affiliate of Harbinger; or (iii) could cause a TerreStar Change
of Control.  Such restriction and right to decline to permit or to
prohibit proposed Transfers shall not apply in the case of transactions pursuant
to effective registration statements, Rule 144 promulgated under the Securities
Act or tender offers.

     

    
      
        
        

      

      
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    (b)           TerreStar
shall be entitled to delay any action to permit the Transfer of Networks Shares,
and Networks may delay any such Transfer, to the extent that regulatory
approval, notification or other submission or procedure is required as a
condition to such Transfer (including Federal Communications Commission
approvals (if required), and filings under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and applicable securities laws), until
after such approval, notification or other submission or procedure has been
obtained, submitted or completed, as reasonably determined by TerreStar and
Networks.

     

    (c)           Transfers
of Networks Shares shall be in multiples of 1,000,000 Networks Shares (as
appropriately adjusted for any stock split, combination, capital reorganization,
reclassification, stock dividend, stock distribution or similar event declared
or effected after the date hereof), except that, if MSV Investors shall own
fewer than such number of Networks Shares, it shall be permitted to Transfer all
of its remaining Networks Shares.

     

    (d)           No
Transfer of Networks Shares shall be permitted unless such Transfer is not
subject to, or is effected in compliance with an exemption from the registration
requirements of, the Securities Act or is pursuant to an effective registration
statement.  The parties to the proposed Transfer shall provide to
Networks such information as it reasonably requests to confirm the
permissibility thereof.

     

    (e)           No
Transfer of Networks Shares shall occur until the Transferee has delivered to
TerreStar a duly executed and fully completed Joinder Agreement in the form of
Exhibit B.

     

    Section 2.2 
          Confirmation
Letter.  Upon
SkyTerra’s request, TerreStar shall, or shall cause Networks to, confirm (in
writing if requested) to third parties the arrangements of this Article
II.

     

    Section 2.3        
   Stockholders
Agreement.  The
Stockholders Agreement shall automatically terminate immediately prior to the
effectiveness of the first Transfer of Networks Shares in accordance with this
Article II.

     

    ARTICLE
III.

    TRANSFERS
OF SKYTERRA SHARES

     

    Section 3.1       
    Transfers of SkyTerra
Shares.  SkyTerra
hereby waives all obligations of TerreStar and its Affiliates to SkyTerra, under
Sections 2.5(i) or 4.8 of the Exchange Agreement or otherwise, that TerreStar
distribute SkyTerra Shares to TerreStar’s stockholders.

     

    Section 3.2      
     Limitations on
Transfers.

     

    The
following shall be the sole limitations on Transfers of SkyTerra Shares by
TerreStar, its Subsidiaries and, solely by virtue of their entry into agreements
pursuant to Section 3.2(d), transferees of SkyTerra Shares, and no other
limitations shall apply by virtue of any other agreement between the Parties,
but, for the avoidance of doubt, Transfers to Harbinger or the Other Investors
completed within 30 days of the date hereof shall be exempt from these
limitations:

     

    
      
        
        

      

      
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    (a)           TerreStar,
its Subsidiaries and, solely by virtue of their entry into agreements pursuant
to Section 3.2(d), Transferees of SkyTerra Shares shall not Transfer any
SkyTerra Shares, SkyTerra shall have the right to decline to take action to
permit the Transfer of SkyTerra Shares, and SkyTerra may prohibit any such
proposed Transfer, if, in the reasonable determination of SkyTerra, such
Transfer would cause SkyTerra to be in material violation of any applicable
state or federal laws or other material applicable legal
requirement.

     

    (b)           SkyTerra
shall be entitled to delay any action to permit the Transfer of SkyTerra Shares,
and SkyTerra may delay any such Transfer, to the extent that regulatory
approval, notification or other submission or procedure is required as a
condition to such Transfer (including, but not limited to, Federal
Communications Commission approvals (if required), and filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and applicable
securities laws), until after such approval, notification or other submission or
procedure has been obtained, submitted or completed, as reasonably determined by
SkyTerra.

     

    (c)           No
Transfer of SkyTerra Shares shall be permitted unless such Transfer is not
subject to, or is effected in compliance with an exemption from the registration
requirements of, the Securities Act.

     

    (d)           No
Transfer of SkyTerra Shares may take effect earlier than the third Business Day
after written notice thereof is given to SkyTerra, which notice shall be
accompanied by an agreement to be bound by terms similar to the terms of Exhibit
B and including similar information.  The parties to the proposed
Transfer shall provide to SkyTerra such information as it reasonably requests to
confirm the permissibility thereof.

     

    Section 3.3      
     Effect of Transfer of
SkyTerra Shares.  No
Transferee of the SkyTerra Shares shall, on account of such transfer, be
entitled to any rights created under any contractual arrangement entered into
prior to the date hereof, including the Exchange Agreement.  Each
Party shall consider in good faith suggestions by the other for the termination
of agreements between the Parties or their Affiliates, or provisions thereof,
made impracticable or unnecessary by virtue of Transfers of the SkyTerra Shares
or Networks Shares or the transactions contemplated by the Holder Exchange
Agreements.

     

    Section 3.4        
   Waiver
Letter.  Upon
TerreStar’s request, SkyTerra shall confirm (in writing if necessary) to third
parties the waiver contained in Section 3.1.

     

    Section 3.5       
    Agreement with
Harbinger.  SkyTerra
shall promptly enter into an agreement with Harbinger (the “Harbinger Letter Agreement”)
substantially in the form of Exhibit C hereto.

     

    ARTICLE
IV.

    EXCHANGE
AND REGISTRATION

     

    Section 4.1       
    Exchange and Registration
Rights.  From
time to time from the date hereof until May 15, 2014, subject to Section 4.2,
upon the request of Transferees of Networks Shares, TerreStar shall enter into
one or more Exchange and Registration Agreements (each, a “Holder Exchange Agreement”) in
the form of Exhibit D with such Transferees, pursuant to which, subject to the
terms and conditions thereof, each such Networks Share shall be exchanged for
4.37 shares of common stock of TerreStar (“Exchanged Shares”) (subject to
adjustment for stock splits, combinations, reclassifications and similar
transactions) and the Transferees will be entitled to the registration and other
rights as set forth therein.

     

    
      
        
        

      

      
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    Section 4.2         
  Transfer
of TGL Shares.  TerreStar
shall not be obligated to consummate the closing under any Exchange and
Registration Agreement unless SkyTerra shall have previously transferred, or
caused MSVIH to transfer, in consideration thereof, all of the TGL Shares to
TerreStar, or transfers or will or will cause MSVIH to transfer the TGL Shares
at such closing, free and clear of all Liens, without additional
consideration.  Subject to the foregoing, nothing herein shall prevent
or delay the Transfer by SkyTerra or MSVIH of any TGL Shares to any party at any
time.

     

    Section 4.3      
     Actions to Aid Exchange and
Registration.  Until
the earlier of May 15, 2014, and the date when no further Networks Shares are
eligible for exchange pursuant to Holder Exchange Agreements and no Exchanged
Shares are eligible for registration under the Holder Exchange Agreements,
TerreStar shall not (a) modify or permit the modification of the definitions
referred to in the definition of “TerreStar Change of Control” in any manner
adverse to the interests of the holders of Networks Shares or Exchanged Shares,
(b) fail to use commercially reasonable efforts to comply with the “current
public information” requirements of Rule 144(c) promulgated under the Securities
Act, or (c) enter into any other agreement granting registration rights which
could cause the registration under the Holder Exchange Agreements to become
unavailable or which would have a higher priority.

     

    ARTICLE
V.

    REPRESENTATIONS
AND WARRANTIES

     

    Section 5.1         
  Representation and
Warranties of the Parties.  Each
Party represents and warrants to the other Party as follows:

     

    (a)           Organization and Good
Standing.  Such Party is an entity duly organized, validly
existing and in good standing under the Laws of the jurisdiction of its
organization and has all requisite power and authority to consummate the
transactions contemplated by this Agreement.

     

    (b)           Authority.  Such
Party has all requisite power, authority and legal capacity to enter into this
Agreement and to consummate the transactions contemplated hereby.  The
execution and delivery of this Agreement, and the Waiver Letter provided for in
Section 3.4 in the case of SkyTerra, by such Party, the performance of such
Party’s obligations hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action of such
Party.  This Agreement has been duly executed and delivered by such
Party and, assuming the due authorization, execution and delivery of this
Agreement by the other Party, constitutes a valid and binding obligation of such
Party, enforceable against such Party in accordance with its terms, except as
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to enforcement of creditors’ rights
generally and by general principles of equity.

     

    
      
        
        

      

      
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    (c)           No Conflict;
Consents.  The execution and delivery by such Party of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not (i) conflict with, violate or constitute a breach or default under
the Organizational Documents of such Party or, in any material respect, any
applicable agreement to which such Party is a party, or (ii) violate any
judgment, order, decree or Law applicable to such Party.  No consent,
approval, authorization, order, filing, registration or qualification of or with
any Governmental Authority or other Person is required to be obtained in
connection with the execution and delivery of this Agreement by such Party or
the performance of such Party’s obligations hereunder.

     

    ARTICLE
VI.

    INDEMNIFICATION

     

    Section 6.1        
   Indemnification.

     

    (a)           Subject
to the limitations of this Article VI, TerreStar shall
indemnify and hold harmless SkyTerra and its officers, directors, employees,
agents, successors, assigns and Affiliates (each, an “Indemnified Party”), against
any losses, claims, damages, liabilities, actions, judgments, causes of action,
costs or expenses (collectively, “Losses”), net of amounts
actually received by the Indemnified Party in indemnification or insurance from
third parties, incurred or suffered by the Indemnified Party as a result of or
relating to any Indemnifiable Claim.

     

    (b)           If
an Indemnified Party receives notice from any third party with respect to, or
otherwise becomes aware of, an Indemnifiable Claim, then the Indemnified Party
shall promptly (but in any event no later than 5 days after receipt of such
notice) notify TerreStar thereof in writing; provided, however, that no delay on the
part of the Indemnified Party in so notifying TerreStar shall relieve TerreStar
from any obligation under this Article VI unless (and then
solely to the extent that) TerreStar is thereby prejudiced.

     

    (c)           TerreStar
shall have the right (except as otherwise provided herein) to assume the defense
of the Indemnifiable Claim with counsel of its choice, at any time within 15
days after the Indemnified Party has given notice to TerreStar of the
Indemnifiable Claim; provided, however, that the Indemnified
Party may retain one separate counsel (i) at its sole cost and expense and
participate in the defense of the Stockholders Claim, or (ii) if the Indemnified
Party has reasonably concluded that a conflict exists between the Indemnified
Party and TerreStar that would prevent the counsel selected by TerreStar from
representing the Indemnified Party, or if the Indemnified Party has reasonably
concluded that there may be material legal defenses available to it that are
different from or additional to those available to TerreStar, in which case
TerreStar will be responsible for the cost of expense of such separate counsel
and TerreStar will not have the right to direct the defense of such action on
behalf of the Indemnified Party.

     

    (d)           TerreStar
will not, without the prior written consent of the Indemnified Party (which
consent will not be unreasonably withheld), consent to the entry of judgment or
enter into any settlement or compromise in respect of which indemnification has
been sought hereunder, unless such settlement or compromise includes an
unconditional release of the Indemnified Party and each controlling person
thereof from all liability arising out the Indemnifiable Claim.  The
Indemnified Parties will not be liable for any settlement of any action or claim
effected in violation of the previous sentence.  TerreStar will not be
liable for any settlement of any action or claim effected without its written
consent (which consent shall not be unreasonably withheld).

     

    
      
        
        

      

      
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    Section 6.2        
   Limitations.

     

    (a)           In
no event shall any Indemnified Party be entitled under this Article VI to recover any
punitive, incidental, consequential, indirect, exemplary or other special
damages, damages representing lost profits, revenue, income or opportunities,
business interruption, or harm to reputation, or any similar
amounts.

     

    (b)           Indemnification
pursuant to this Article VI shall be the sole
and exclusive remedy of the Indemnified Parties against TerreStar and its
employees, directors, officers, agents and other representatives in respect of
any Indemnifiable Claim.

     

    (c)           For
the avoidance of doubt, the rights of the Indemnified Parties under Section 6.1
are personal to such Persons, may not be assigned (other than to successor
corporations) and are not intended to benefit any other Person, including
Transferees of Networks Shares.

     

    ARTICLE
VII.

    GENERAL
PROVISIONS

     

    Section 7.1       
    Public
Announcements.

     

      The
Parties shall consult with each other before issuing, and provide each other the
opportunity to review and comment upon, any press release or other public
statement with respect to the transactions contemplated hereby, and shall not
issue any such press release or make any such public statement prior to such
consultation, except as may be required by applicable Law.  Each Party
shall be permitted to describe this Agreement and the transactions contemplated
hereby in a Current Report on Form 8-K to be filed with or furnished to the
Securities and Exchange Commission, but each Party shall provide a draft of such
report to the other, with opportunity to provide comments, prior to such
filing.

     

    Section 7.2          
 Amendment
and Modification.

     

      This
Agreement may not be amended, modified or supplemented in any manner, whether by
course of conduct or otherwise, except by an instrument in writing specifically
designated as an amendment hereto, signed on behalf of each Party.

     

    Section 7.3        
   Fees and
Expenses.

     

      Each
of the Parties acknowledges and agrees that such Party is responsible for
bearing and paying its own legal fees and any other expenses incurred in
connection with negotiating, executing and implementing this
Agreement.  Nothing in this Section 7.3 shall preclude a Party from
making a claim for or recovering legal expenses incurred in connection with
enforcement of its rights and remedies under this Agreement in a court of law or
other legal proceeding, arbitration or mediation.

     

    Section 7.4        
   Waiver.  No
failure or delay of either Party in exercising any right or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such right or power, or any course of conduct, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the Parties hereunder are
cumulative and are not exclusive of any rights or remedies which they would
otherwise have hereunder.  Any agreement on the part of either Party
to any such waiver shall be valid only if set forth in a written instrument
executed and delivered by a duly authorized officer on behalf of such
Party.

     

    
      
        
        

      

      
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    Section 7.5       
    Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed duly given (a) on the date of delivery if delivered personally, or
if by facsimile, upon written confirmation of receipt by facsimile or otherwise,
(b) on the first Business Day following the date of dispatch if delivered
utilizing a next-day service by a recognized next-day courier or (c) on the
earlier of confirmed receipt or the fifth Business Day following the date of
mailing if delivered by registered or certified mail, return receipt requested,
postage prepaid.  All notices hereunder shall be delivered to the
addresses set forth below, or pursuant to such other instructions as may be
designated in writing by the Party to receive such notice:

     

    
      
        
          	 
      	
                  (i)

                	
                  if
      to TerreStar, to:

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  TerreStar
      Corporation

                	 
      
	 
      	 
      	
                  12010
      Sunset Hills Road

                	 
      
	 
      	 
      	
                  Reston,
      VA 20910

                	 
      
	 
      	 
      	
                  Attention:  General
      Counsel

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  with
      a copy (which shall not constitute notice) to:

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  Gibson,
      Dunn & Crutcher LLP

                	 
      
	 
      	 
      	
                  200
      Park Avenue

                	 
      
	 
      	 
      	
                  New
      York, NY 10166

                	 
      
	 
      	 
      	
                  Attention:  David
      M. Wilf

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  (ii)

                	
                  if
      to SkyTerra, to:

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  SkyTerra
      Communications, Inc.

                	 
      
	 
      	 
      	
                  10802
      Parkridge Boulevard

                	 
      
	 
      	 
      	
                  Reston,
      VA 20191

                	 
      
	 
      	 
      	
                  Attention:  General
      Counsel

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  with
      a copy (which shall not constitute notice) to:

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  Skadden,
      Arps, Slate, Meagher & Flom LLP

                	 
      
	 
      	 
      	
                  Four
      Times Square

                	 
      
	 
      	 
      	
                  New
      York, NY 10036

                	 
      
	 
      	 
      	
                  Attention:
      Gregory A. Fernicola and Michael J. Zeidel

                	 
      


        

      


     

    Section 7.6         
  Interpretation.  When
a reference is made in this Agreement to a Section, Article or Exhibit such
reference shall be to a Section, Article or Exhibit of this Agreement unless
otherwise indicated.  All words used in this Agreement will be
construed to be of such gender or number as the circumstances
require.  Any capitalized terms used in any Exhibit but not otherwise
defined therein shall have the meaning as defined in this
Agreement.  All Exhibits annexed hereto or referred to herein are
hereby incorporated in and made a part of this Agreement as if set forth
herein.  The word “including” and words of similar import when used in
this Agreement will mean “including, without limitation,” unless otherwise
specified.

     

    
      
        
        

      

      
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    Section 7.7         
  Entire
Agreement.  This
Agreement (including the Exhibits hereto) constitute the entire agreement, and
supersede all prior written agreements, arrangements, communications and
understandings and all prior and contemporaneous oral agreements, arrangements,
communications and understandings between the Parties with respect to the
subject matter hereof and thereof.  This Agreement shall not be deemed
to contain or imply any restriction, covenant, representation, warranty,
agreement or undertaking of any Party with respect to the transactions
contemplated hereby other than those expressly set forth herein or in any
document required to be delivered hereunder, and none shall be deemed to exist
or be inferred with respect to the subject matter
hereof.  Notwithstanding any oral agreement or course of action of the
Parties or their representatives to the contrary, no Party to this Agreement
shall be under any legal obligation to enter into this Agreement unless and
until this Agreement shall have been executed and delivered by each of the
Parties.

     

    Section 7.8        
   No
Third-Party Beneficiaries.  Nothing
in this Agreement, express or implied, is intended to or shall confer upon any
Person other than the Parties and their respective successors and permitted
assigns, and other than the Indemnified Parties, any legal or equitable right,
benefit or remedy of any nature under or by reason of this
Agreement.

     

    Section 7.9        
   Assignment;
Successors.  This
Agreement will bind and inure to the benefit of the Parties and their respective
successors, and permitted assigns.  No Party will assign any rights or
delegate any obligations hereunder without the consent of the other
Parties.  Except as otherwise expressly provided herein, nothing in
this Agreement is intended to or will confer any rights or remedies on any
Person other than the Parties and their respective successors and permitted
assigns.

     

    Section 7.10         
Enforcement.  The
Parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached.  Accordingly, each of the
Parties shall be entitled to specific performance of the terms hereof, including
an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in the United
States District Court for the Southern District of New York or the applicable
New York state court located in New York County (or, if such court lacks subject
matter jurisdiction, in any appropriate New York State or federal court), this
being in addition to any other remedy to which such Party is entitled at law or
in equity.  Each of the Parties hereby further waives (a) any
defense in any action for specific performance that a remedy at law would be
adequate and (b) any requirement under any law to post security as a
prerequisite to obtaining equitable relief.

     

    Section 7.11         
Governing Law;
Consent to JurisdictionSection
7.12.  This Agreement shall be governed by and construed in
accordance with the Law of the State of New York without regard to any
applicable principles of conflicts of law.  Each Party agrees that, in
connection with any legal suit or proceeding arising with respect to this
Agreement, it shall submit to the non-exclusive jurisdiction of the United
States District Court for the Southern District of New York or the applicable
New York state court located in New York County and agrees to venue in such
courts.

     

    
      
        
        

      

      
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    Section 7.13         
Severability.  Whenever
possible, each provision or portion of any provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable Law,
but if any provision or portion of any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable Law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or portion of any provision in such jurisdiction,
and this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision or portion
of any provision had never been contained herein.

     

    Section 7.14         
Waiver of Jury
Trial.  EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section 7.15         
Counterparts.  This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same instrument and shall become effective when one or
more counterparts have been signed by each of the Parties and delivered to the
other Party.

     

    


     

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    IN
WITNESS WHEREOF, TerreStar and SkyTerra have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    TERRESTAR
      CORPORATION

                                  
	 
      	 
      	 
      
	 	 	 
	 
      	
                                    By:

                                  	 
      
	 
      	 
      	
                                    Name:

                                  
	 
      	 
      	
                                    Title:

                                  
	 
      	 
      	 
      
	 	 	 
	 
      	
                                    SKYTERRA
      COMMUNICATIONS, INC.

                                  
	 
      	 
      	 
      
	 	 	 
	 
      	
                                    By:

                                  	 
      
	
                                     

                                  	 
      	
                                    Name:

                                  
	 
      	 
      	
                                    Title:

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

     

     

     

    
      
        
        

      

      
        
          [Signature
Page to Agreement]

        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

     

    Other Investors Letter
Agreement

    


    


    [Attached]

     

     

     

     

     

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

     

    Form of Joinder
Agreement

     

    [Attached]

     

     

     

     

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Exhibit
C

     

    Form of Letter Agreement
with Harbinger

     

     [Attached]

     

     

     

     

     

     

    
      
        B-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
D

     

    Form of Exchange and
Registration Agreement

     

     [Attached]

     

     

     

     

     

     

     

     

    
      [Signature
Page to Agreement]