ex10.htm


     

    Exhibit
      10.1


     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into
      as of the 14th day of December, 2007 by and among MOBILE SATELLITE VENTURES
      LP,
      a Delaware limited partnership (“MSV”), MOBILE SATELLITE VENTURES FINANCE
      CO., a Delaware corporation (“MSV Finance Co.” and, together with MSV,
      the “Issuers”), SkyTerra Communications, Inc., a Delaware corporation
      (“SkyTerra”), HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., a Cayman
      Islands fund, and HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, LP, a
      Delaware limited partnership (collectively, the
“Purchasers”).

     

    In
      consideration of the mutual agreements, representations, warranties and
      covenants herein contained, the parties hereto agree as follows:

     

    1.  Definitions;
      Certain Rules of Construction.  As
      used in this Agreement, the following terms shall have the following respective
      meanings:

     

    “Affiliate”
      means, with respect to any Person, any other Person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      such specified Person.  For the purposes of this Agreement, “control,”
when used with respect to any specified Person means the power to direct or
      cause the direction of the management and policies of such Person, directly
      or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing.

     

    “Antitrust
      Laws” means the HSR Act, the Sherman Act, as amended, the Clayton Act, as
      amended, the Federal Trade Commission Act, as amended, and any other United
      States federal or state or foreign statutes, rules, regulations, orders,
      decrees, administrative or judicial doctrines or other laws that are designed
      to
      prohibit, restrict or regulate actions having the purpose or effect of
      monopolization or restraint of trade.

     

    “Authorizations”
      has the meaning assigned to it in Section 4.14(a) hereof.

     

    “Board”
      means the board of directors of Mobile Satellite Ventures GP, Inc., a Delaware
      corporation (“MSV GP”) and the general partner of MSV, or any duly
      authorized committee thereof.

     

    “Business
      Day” (whether such term is capitalized or not) means any day except
      Saturday, Sunday and any day which shall be a federal legal holiday or a day
      on
      which banking institutions in the State of New York are authorized or required
      by law or other governmental action to close.

     

    “Closing”
      has the meaning assigned to it in Section 3.2 hereof.

     

    “Closing
      Date” has the meaning assigned to it in Section 3.2
      hereof.

     

    “Common
      Stock” means either Voting Common Stock or Non-Voting Common
      Stock.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Disclosure
      Schedules” has the meaning assigned to it in Section 4 and Section
      4A hereof.

     

    “DOJ”
      has the meaning assigned to it in Section 6 hereof.

     

    “Environmental
      Protection Laws” means any law, statute or regulation enacted by any
      jurisdiction in connection with or relating to the protection or regulation
      of
      the environment, including, without limitation, those laws, statutes and
      regulations regulating the disposal, removal, production, storing, refining,
      handling, transferring, processing or transporting of hazardous or toxic
      substances, and any orders, decrees or judgments issued by any court of
      competent jurisdiction in connection with any of the foregoing.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and all of the
      rules and regulations promulgated thereunder.

     

    “Exchange
      Act Reports” means SkyTerra’s reports filed with the SEC since September 1,
      2006, pursuant to Section 13 of the Exchange Act.

     

    “Existing
      High Yield Indenture” means the Indenture, dated as of March 30, 2006, by
      and among the Issuers, the Guarantors named therein, and The Bank of New York,
      a
      New York banking corporation, as Trustee, relating to the 14% Senior Secured
      Discount Notes of the Issuers, as such Indenture is in effect on the date of
      this Agreement (and without regard to any subsequent amendment
      thereto).

     

    “FCC”
      has the meaning assigned to it in Section 4.14(a) hereof.

     

    “FTC”
      has the meaning assigned to it in Section 6 hereof.

     

    “GAAP”
      means U.S. generally accepted accounting principles.

     

    “Governmental
      Authority” means any nation or government, any state or other political
      subdivision thereof and any entity exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to
      government.

     

    “HSR
      Act” has the meaning assigned to it in Section 4A.6
      hereof.

     

    “Indebtedness”
      has the meaning assigned to it in the Indenture.

     

    “Indenture”
      means an Indenture in the form of the Existing High Yield Indenture but modified
      (i) to reflect that the Notes are to be unsecured instead of secured as are
      the
      notes issued under the Existing Indenture, (ii) to eliminate the “accreted
      value” concept since the Notes are to be issued at par as opposed to at the
      discount at which the existing notes were issued, (iii) to add provisions
      necessary to implement the PIK Accrual feature, and to reflect the other
      financial terms described in Section 2, (iv) to revise the provisions
      that contemplated an underwritten Rule 144A transaction (with DTC global
      securities issued upon the initial issuance) in a manner that provides for
      certificated notes issued on the Closing Date, with Global/DTC book-entry
      arrangements implemented at the request of the holders of a majority in
      principal amount of the Notes, (v) to include the additional affirmative
      and negative covenants described in Parts A and B of Exhibit C, and
      (vi) by such other related changes.

     

     

    
      
         

      

      
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    “Intellectual
      Property” has the meaning assigned to it in Section 4.18(a)
      hereof.

     

    “Issuers”
      has the meaning assigned to it in the Preamble.

     

    “in
      writing” means any form of written communication or a communication by means
      of facsimile transmission, in all events delivered in accordance with Section
      9.3(b).

     

    “Law”
      means any constitution, treaty, statute, law, ordinance, regulation, rule,
      standard, code, rule of common law, order or other requirement or rule enacted
      or promulgated by any Governmental Authority.

     

    “Lien”
      means, with respect to any property or asset, any mortgage, lien, pledge,
      charge, security interest or encumbrance of any kind in respect of such property
      or asset, whether or not filed, recorded or otherwise perfected under applicable
      law, other than (a) those resulting from taxes which have not yet become
      delinquent or (b) minor liens and encumbrances that do not materially detract
      from the value of the property or materially impair the operations of MSV or
      SkyTerra, as applicable, or materially interfere with the use of such property
      or asset.

     

    “Losses”
      means any and all losses, liabilities, obligations, claims, contingencies,
      damages, diminution in value, costs and expenses, including all judgments,
      amounts paid in settlements, court costs and reasonable attorneys’ fees and
      costs of preparation and investigation.

     

    “Material
      Adverse Effect” means a material adverse effect on the business, assets,
      liabilities, properties, operations, prospects or condition (financial or
      otherwise) of SkyTerra, the Issuers and their Subsidiaries, taken as a whole,
      except to the extent that such adverse effect results from (a) general economic,
      regulatory or political conditions or changes therein in the United States
      or
      the other countries in which such party operates; (b) financial or securities
      market fluctuations or conditions; or (c) changes in, or events or conditions
      affecting, the satellite telecommunications industry generally.

     

    “MSV”
      has the meaning assigned to it in the Preamble.

     

    “Non-Responding
      Holder” has the meaning assigned to it in Section 8.6(b)
      hereof.

     

    “Non-Voting
      Common Stock” means the non-voting common stock, par value $0.01 per share,
      of SkyTerra.

     

    “Notes”
      has the meaning assigned to it in Section 2 hereof.

     

    “Original
      Issue Date” means the date on which the Warrants are first
      issued.

     

    “Permits”
      has the meaning assigned to it in Section 4.15 hereof.

     

    “Person”
      (whether or not capitalized) means an individual, entity, partnership, limited
      liability company, corporation, association, trust, joint venture,
      unincorporated organization, and any Governmental Authority.

     

    “PIK
      Accrual” has the meaning assigned to it in Section 2
      hereof.

     

     

    
      
         

      

      
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    “Public
      Offering” means an underwritten public offering or a registered direct
      placement resulting in net proceeds to SkyTerra or any of its Subsidiaries
      of at
      least $50,000,000.

     

    “PUC”
      has the meaning assigned to it in Section 4.14(a) hereof.

     

    “Purchase
      Price” means the amount to be determined in accordance with Section
      3.1(b) hereof.

     

    “Purchasers”
      has the meaning assigned it in the Preamble.

     

    “Registration
      Rights Agreement” means the agreement dated as of the Closing Date in the
      form attached hereto as Exhibit B.

     

    “Registration
      Statements” means SkyTerra’s registration statements filed with the SEC
      since September 1, 2006, pursuant to the Securities Act.

     

    “Restricted
      Common Stock” means shares of Non-Voting Common Stock or Voting Common Stock
      which are, or which upon their issuance on the exercise of the Warrants would
      be, and shares of Voting Common Stock issued upon exchange of such shares of
      Non-Voting Common Stock, evidenced by a certificate bearing the restrictive
      legend set forth in Section 8.3(c) hereof.

     

    “Rule
      144” means Rule 144 promulgated under the Securities Act and any successor
      or substitute rule, law or provision.

     

    “SEC”
      means the United States Securities and Exchange Commission.

     

    “SEC
      Reports” means the Exchange Act Reports filed with the SEC since September
      1, 2006 and the Registration Statements.

     

    “Securities”
      mean, collectively, the Notes and the Warrants.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and all of the rules and
      regulations promulgated thereunder.

     

    “Significant
      Subsidiary” means any “significant subsidiary” of MSV or MSV Finance Co.
      within the meaning of Rule 1-02 under Regulation S-X.

     

    “SkyTerra”
      has the meaning assigned to it in the preamble.

     

    “Subsidiary”
      means, with respect to any Person at any time, (a) any other Person the accounts
      of which would be required by GAAP to be consolidated with those of such first
      Person in its consolidated financial statements as of such time, and (b) any
      other Person capital securities of which having ordinary voting power to elect
      a
      majority of the board of directors (or other persons having similar functions),
      or other ownership interest of which ordinarily constituting a majority voting
      interest, are at such time, directly or indirectly, owned or controlled by
      such
      first Person or one

     

     

    
      
         

      

      
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    or
      more of its Subsidiaries or by such first Person and one or more of its
      Subsidiaries.  Unless otherwise expressly provided, all references
      herein to “Subsidiary” means a Subsidiary of the Issuers.

     

    “Tax”
      or “Taxes” means any and all taxes, charges, fees, levies, imposts,
      duties or other assessments of any kind whatsoever, imposed by or payable to
      any
      federal, state, provincial, local, or foreign tax authority, including any
      gross
      income, net income, alternative or add on minimum, franchise, profits or excess
      profits, gross receipts, estimated, capital, goods, services, documentary,
      use,
      transfer, ad valorem, business rates, value added, sales, customs, real or
      personal property, capital stock, license, payroll, withholding or back up
      withholding, employment, social security, workers’ compensation, unemployment
      compensation, utility, severance, production, excise, stamp, occupation,
      premium, windfall profits, occupancy, transfer, gains taxes, together with
      any
      interest, penalties, additions to tax or additional amounts imposed with respect
      thereto.

     

    “Third
      Party” means any Person (other than the Purchasers or any Subsidiary of
      SkyTerra) that is a prospective transferee of Offered Shares from SkyTerra
      as
      defined in Section 8.6(a).

     

    “Transaction
      Documents” means, collectively, this Agreement, the Warrants, the Indenture
      and the Registration Rights Agreement, as well as all certificates and exhibits
      executed or delivered in connection with such agreements.

     

    “Transfer”
      means and includes any sale, assignment, encumbrance, hypothecation, pledge,
      conveyance in trust, gift, or other transfer or disposition of any kind,
      including but not limited to transfers to receivers, levying creditors, trustees
      or receivers in bankruptcy proceedings or general assignees for the benefit
      of
      creditors, whether voluntary or by operation of law, directly or
      indirectly.

     

    “Voting
      Common Stock” means the voting common stock, par value $0.01 per share, of
      SkyTerra.

     

    “Warrants”
      means one or more warrants to purchase an aggregate of 7.5% of the issued and
      outstanding Common Stock on a fully diluted basis (utilizing the treasury
      method) on January 3, 2008, and assuming a Common Stock share price of $5.05
      for
      purposes of such treasury method calculation, substantially in the form Exhibit
      A hereto.

     

    “Warrant
      Stock” has the meaning assigned to it in Section 8.3(a).

     

    2.  Financial
      Terms of the Notes.  The
      Issuers have authorized or will authorize prior to the Closing Date the issuance
      and sale to the Purchasers of $150,000,000 aggregate principal amount (exclusive
      of any amounts that may be capitalized as a result of PIK Accrual (as defined
      below) of the Issuers’ 16.50% Senior Unsecured Notes due May 1, 2013 (the
“Notes”) to be issued pursuant to the Indenture.  Interest on
      the Notes will accrue from the issue date at a rate of 16.50%
perannum, computed on the basis of a 360-day year of twelve
      30-day months, payable semi-annually in arrears on each December 15 and June
      15,
      commencing June 15, 2008.  Until and including December 15, 2011, each
      and every interest payment on the Notes will be payable, at the option of the
      Issuers, (i) in cash (a “Cash Payment”), (ii) by adding the amount of
      such interest to the principal of the relevant Note (a “PIK Accrual”) or
      (iii) in a combination of Cash Payment and PIK Accrual, with any Cash Payment
      being allocated pro rata among all Notes on 

     

     

    
      
         

      

      
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    which
      interest is due on such date; provided, however, that interest
      payments on each Note shall be made wholly in the form of a Cash Payment (x)
      upon any prepayment of such Note (to the extent accrued on the amount being
      prepaid), (y) upon the scheduled maturity of such Note and (z) at such other
      time as such Note becomes due and payable (whether by acceleration or
      otherwise).  Commencing June 15, 2012, interest on the Notes will be
      payable in cash only.  The Notes will mature on May 1,
      2013.

     

    3.   Purchase
      and Sale of the Securities.

     

    3.1  Purchase
      and Sale.

     

    (a)   Subject
      to and upon the terms and conditions set forth in this Agreement, the Indenture
      and the Warrants: (i) the Issuers agree to issue and sell to the Purchasers,
      and
      the Purchasers hereby agree to purchase from the Issuers, $150,000,000 aggregate
      principal amount of the Notes, and (ii) SkyTerra agrees to issue and sell to
      the
      Purchasers, and the Purchasers hereby agree to purchase from SkyTerra, the
      Warrants.

     

    (b)  The
      aggregate Purchase Price to be delivered by the Purchasers hereunder for the
      Notes and the Warrants shall be allocated between the Notes and the
      Warrants in accordance with the procedure set forth in this Section
      3.1(b).  The parties agree to cooperate in good faith to determine
      the allocation between the Notes and the Warrants within fifteen (15) days
      of
      the Closing Date.  The parties agree to be bound by such allocation
      and to take no position inconsistent therewith unless otherwise required by
      a
“determination” as defined in Section 1313(a) of the Internal Revenue Code of
      1986, as amended.

     

    3.2  Closing.
      The closing of the sale to, and purchase by, the Purchaser of the Securities
      as
      contemplated by Section 3.1 (the “Closing”) shall occur at
      the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square,
      New York, New York 10036-6522, on January 4 , 2008, subject to the satisfaction
      or waiver of all of the conditions set forth in Section 7 hereof and in
      the Indenture, or at such other time and place as the Issuers and the Purchasers
      may agree (the “Closing Date”).  At the Closing, the Issuers
      shall deliver to the Purchasers (a) one or more Notes, substantially in the
      form
      set forth in the Indenture evidencing $150,000,000 aggregate principal amount
      of
      the Notes, and (b) SkyTerra shall deliver one or more instruments evidencing
      the
      aggregate number of Warrants, in each case registered in the names of the
      Purchasers, against delivery to the Issuers of $150,000,000 by wire transfer
      of
      immediately available funds to an account or accounts that the Issuers designate
      in writing to the Purchasers at least two Business Days prior to the Closing
      Date.

     

    4.  
Representations
      and Warranties of the Issuers.
      Except as disclosed in the Disclosure Schedules delivered concurrently herewith
      (the “Disclosure Schedules”), the Issuers jointly and severally hereby
      make the following representations and warranties:

     

    4.1  Corporate
      Status.  Each of the Issuers and their Significant Subsidiaries
      (a) has been duly organized, and is validly existing and in good standing under
      the laws of the jurisdiction of its organization and has all requisite corporate
      or other, as applicable, power and authority to own its property and assets
      and
      to transact the business in which it is engaged and presently proposes to engage
      and (b) has duly qualified to do business and is in good standing in


     

     

    
      
         

      

      
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    each
      jurisdiction where it is required to be so qualified and where the failure
      to be
      so qualified would reasonably be expected to have a Material Adverse
      Effect.  Neither of the Issuers nor any of their Significant
      Subsidiaries is currently in violation of any of the provisions of its
      Certificate of Incorporation or By-laws (or other applicable charter
      documents), each as amended to date.

     

    4.2  Corporate
      Power and Authority.  All corporate or other action on the part of
      each of the Issuers, its officers, directors, shareholders, managers or members
      necessary for the authorization, execution, delivery and performance of this
      Agreement and the Indenture and the consummation of the transactions
      contemplated herein and therein have been taken or will be taken prior to the
      Closing Date.  This Agreement, and the Indenture when executed and
      delivered by each of the Issuers, shall constitute the legal, valid and binding
      obligation of the Issuers and shall be enforceable against the Issuers in
      accordance with the respective terms of the agreements, except as such may
      be
      limited by bankruptcy, insolvency, reorganization or other laws affecting
      creditors’ rights generally and by general equitable principles.  The
      Issuers have all requisite corporate power and authority to enter into this
      Agreement and the Indenture, and to carry out and perform their obligations
      under the terms hereof and thereof.

     

    4.3  No
      Violation.  None of the execution, delivery and performance by the
      Issuers of this Agreement or the Indenture or compliance with the terms and
      provisions hereof and thereof (a) will contravene any applicable provision
      of
      any applicable Law, (b) will conflict with or result in any breach of, any
      of
      the terms, covenants, conditions or provisions of, or constitute a default
      under, or result in the creation or imposition of (or the obligation to create
      or impose) any Lien upon any of the property or assets of any of the Issuers
      or
      any of their Significant Subsidiaries pursuant to the terms of, any indenture,
      mortgage, deed of trust, agreement or other material instrument to which any
      of
      the Issuers or any of their Significant Subsidiaries is a party or by which
      it
      or any of its or their property or assets are bound or to which it may be
      subject, or result in the acceleration of any obligation of the Issuers or
      (c)
      will violate any provision of the Certificate of Incorporation or By-laws (or
      other applicable charter documents) of the Issuers, each as amended to
      date, except in the case of (a) or (b), where such breach or conflict would
      not
      reasonably be expected to have a Material Adverse Effect.

     

    4.4  Capitalization.  Section
      4.4 of the Disclosure Schedules discloses the number of authorized, issued
      and outstanding limited partnership units of MSV, and outstanding warrants
      and
      options to purchase limited partnership units of MSV as of the date
      hereof.  As of the date hereof, 4,778,250 limited partnership units
      were reserved for future issuance pursuant to outstanding options, restricted
      shares/phantom units, and warrants issued by MSV.  As of the date
      hereof, 1,721,750 additional limited partnership units were authorized and
      reserved for future issuance pursuant to option and other equity plans adopted
      or approved by MSV.  As of the date hereof, except as disclosed in
Section 4.4 of the Disclosure Schedules, there are no other outstanding
      options, warrants, rights (including conversion or preemptive rights) or any
      agreement for the purchase or acquisition from MSV or any wholly-owned
      Subsidiary of any of MSV’s limited partnership units or voting agreements with
      respect to equity of MSV.  All outstanding limited partnership units
      of MSV have been duly authorized, validly issued, fully paid and
      nonassessable.  Except as disclosed in Section 4.4 of the
      Disclosure Schedules, there are no anti-dilution or price adjustment provisions
      contained in any security issued by MSV (or in any agreement providing rights
      to
      security holders).  None of the outstanding limited partnership units
      of MSV were issued in violation of the Securities Act or any state securities
      laws.

     

     

    
      
         

      

      
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    4.5  Valid
      Issuance of the Notes.  The Notes have been or will be prior to
      the Closing Date duly authorized and when delivered against payment therefor
      in
      accordance with this Agreement and the Indenture will constitute valid and
      binding obligations of the Issuers, entitled to the benefits of the Indenture
      and enforceable against the Issuers in accordance with their
      terms.

     

    4.6  Litigation.  Except
      as disclosed in Section 4.6 of the Disclosure Schedules, no actions,
      suits, claims, investigations or proceedings are pending or, to the Issuers’
knowledge, threatened or reasonably likely to be asserted that would reasonably
      be expected to have, individually or in the aggregate (a) a Material Adverse
      Effect or (b) an adverse effect on the rights or remedies of the Purchasers
      or
      on the ability of the Issuers or their Significant Subsidiaries to perform
      their
      respective obligations under the Transaction Documents.  Except as
      disclosed in Section 4.6 of the Disclosure Schedules, neither of the
      Issuers nor any of their Significant Subsidiaries is a party to or named in
      or
      subject to any order, writ, injunction, judgment or decree of any court or
      Governmental Authority.

     

    4.7  Approvals.  Assuming
      the accuracy of the Purchaser’s representations and warranties set forth in
Section 5 below, except (a) for any required filings and recordings
      which have been made and are in full force and effect, and (b) for applicable
      blue sky notice filings, no order, consent, approval, license, authorization
      or
      validation of, or filing, recording or registration with, or exemption by,
      any
      Person or Governmental Authority, is required to authorize or is required for
      or
      as a condition to (i) the execution and delivery of the Transaction Documents
      or
      the consummation of the issuance and sale of the Notes contemplated hereby
      or
      (ii) the legality, validity, binding effect or enforceability of the Transaction
      Documents.  The execution and delivery by the Issuers of this
      Agreement and the Indenture and the issuance of the Notes do not require the
      consent or approval of the security holders of the Issuers or of any other
      Person.

     

    4.8  Financial
      Statements; Indebtedness.

     

    (a)  Except
      for Indebtedness disclosed in Section 4.8(a) of the Disclosure Schedules
      or the Financial Statements, the Issuers and their Significant Subsidiaries,
      taken as a whole, have no Indebtedness outstanding at the date
      hereof.  Neither the Issuers nor any Significant Subsidiary are in
      default with respect to any outstanding Indebtedness or any instrument relating
      thereto, and no event has occurred, or facts and circumstances exist, which,
      after passage of time, would result in such a default.

     

    (b)  Section
      4.8(b) of the Disclosure Schedules sets forth (i) the audited balance
      sheet of MSV as at December 31, 2006 together with combined statements of income
      and cash flows for the fiscal year ended December 31, 2006 (the “Audited
      Financial Statements”), and (ii) the unaudited balance sheet of MSV as at
      the nine-month period ending September  30, 2007, together with
      combined statements of income and cash flows for the nine-month period ending
      September 30, 2007 (collectively, the “Financial
      Statements”).  Except as set forth therein, the Financial
      Statements have been prepared in accordance with GAAP applied on a consistent
      basis throughout the periods indicated and on that basis, present fairly, in
      all
      material respects, the financial position and the results of operations and
      cash
      flows of MSV as of the dates and for the periods indicated.

     

    
      
         

      

      
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    4.9  Investment
      Company Act.  Neither of the Issuers is an “investment company” or
      a company “controlled” by an “investment company,” within the meaning of the
      Investment Company Act of 1940.

     

    4.10  No
      Material Adverse Changes.  Since September 30, 2007, (a) no event
      has occurred which has had, or would reasonably be expected to have, a Material
      Adverse Effect; (b) except as disclosed in Section 4.10(b) of the
      Disclosure Schedules, there has been no transaction entered into by either
      of
      the Issuers or any of their Significant Subsidiaries other than transactions
      in
      the ordinary course of business or except as contemplated and previously
      disclosed to the Purchasers or its counsel, Bingham McCutchen LLP; (c) there
      have not been any increases in the Indebtedness of either of the Issuers or
      their Significant Subsidiaries taken as a whole, except as disclosed in
Section 4.10(c) of the Disclosure Schedules; (d) there has been no actual
      or, to the knowledge of the Issuers, threatened revocation of, or default under,
      any contract, agreement or arrangement to which either of the Issuers or any
      of
      their Significant Subsidiaries is a party, except as would not reasonably be
      expected to have a Material Adverse Effect; (e) except as disclosed in
Section 4.10(e) of the Disclosure Schedules, there have not been any
      amendments or changes in the charter documents, by-laws or other formation
      documents of either of the Issuers or the Significant Subsidiaries; (f) except
      as disclosed in Section 4.10(f) of the Disclosure Schedules, there has
      not been any entry into, amendment of, relinquishment, termination or
      non-renewal by either of the Issuers or the Significant Subsidiaries of any
      material contract, license, lease, transaction, commitment or other right or
      obligation, other than in the ordinary course of business, consistent with
      past
      practice; and (g) there has not been any transfer or grant of a right with
      respect to the Intellectual Property owned or licensed by either of the
      Issuers or the Significant Subsidiaries, except as among the Issuers and the
      Significant Subsidiaries which would not materially impact the Issuers’ business
      plans.

     

    4.11  Tax
      Returns and Payments.  Except as would not reasonably be expected
      to have a Material Adverse Effect, (a) each of the Issuers and Significant
      Subsidiaries has filed all domestic and foreign Tax returns and reports required
      to be filed by it, all such returns and reports are true and correct to the
      best
      of the Issuers’ knowledge, and each of the Issuers and Significant Subsidiaries
      has paid all Taxes and other assessments shown due on such returns and reports;
      (b) there is no pending or, to the knowledge of the Issuers, threatened
      non-routine examination, investigation, audit, suit, action, claim or proceeding
      relating to Taxes of either of the Issuers or any of the Significant
      Subsidiaries; (c) none of the Issuers or any of the Significant Subsidiaries
      have received written notice of a determination by any taxing authority that
      any
      material Tax amounts are owed by the Issuers or any of the Significant
      Subsidiaries, which determination has not been paid, compromised, or otherwise
      finally disposed of, and, to the knowledge of the Issuers, no such determination
      is proposed or threatened; and (d) there are no Liens arising from or related
      to
      Taxes on or pending against either of the Issuers or any of the Significant
      Subsidiaries, or any of their properties, other than statutory liens for taxes
      that are not yet due and payable.

     

    4.12  Significant
      Subsidiaries.  As of the respective Closing Date, the Issuers have
      no directly or indirectly held Significant Subsidiary other than those disclosed
      in Section 4.12 of the Disclosure Schedules.  Each of the
      Issuers and their Significant Subsidiaries has good and marketable title to
      all
      of the shares (or other equity interests) it purports to own of the stock of
      each Significant Subsidiary, free and clear in each case of any Lien (defined
      for purposes 

     

     

    
      
         

      

      
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    hereof
      without regard to the exceptions contained in (a) and (b) of the definition
      of
      Lien).  All such shares have been duly authorized, validly issued and
      are fully paid and nonassessable.  As of the respective Closing Date,
      the Issuers are not party to any joint venture or similar arrangement, except
      as
      disclosed in Section 4.12 of the Disclosure Schedule.

     

    4.13  Properties.  Except
      as disclosed in Section 4.13 of the Disclosure Schedules, each the
      Issuers and each of their Significant Subsidiaries owns all of its respective
      properties and assets, free and clear of all Liens.  With respect to
      leased property and assets, the Issuers and their Significant Subsidiaries
      are
      in material compliance with such leases and hold a valid leasehold interest,
      free of any Liens, except as would not reasonably be expected to have a Material
      Adverse Effect.

     

    4.14  Regulatory
      Matters.

     

    (a)  Authorizations.  Section
      4.14(a)(i) of the Disclosure Schedules lists all material Federal
      Communications Commission (“FCC”), state public utility commission
      (“PUC”) and foreign regulatory authority permits, licenses, certificates,
      registrations and other similar material authorizations held by the Issuers
      and
      their Significant Subsidiaries (collectively, the
“Authorizations”).  Except as disclosed in Section
      4.14(a)(ii) of the Disclosure Schedules, the Authorizations consist of all
      such authorizations necessary or appropriate for the conduct of the Issuers'
      and
      their Significant Subsidiaries' business as such business is currently being
      conducted.  The Issuers and their Significant Subsidiaries have
      maintained and kept in force and effect, and have applied in a timely manner
      for
      renewal of all such Authorizations. Except as disclosed in Section
      4.14(a)(ii) of the Disclosure Schedules, the Issuers and their Significant
      Subsidiaries are in compliance with all such Authorizations and any terms and
      conditions thereof, except as would not reasonably be expected to have a
      Material Adverse Effect.  Except as disclosed in Section
      4.14(a)(ii) of the Disclosure Schedules, each Authorization which is
      material to the business of the Issuers is valid and in full force and effect,
      and the Issuers and their Significant Subsidiaries have not received notice
      from
      the FCC, any PUC, or any foreign regulatory authority of its intention to
      revoke, suspend, condition or fail to renew any such
      Authorization.  Except as disclosed in Section 4.14(a)(ii) of
      the Disclosure Schedules, no event has occurred or facts and circumstances
      exist, which allows or would reasonably be expected to allow, or which after
      notice or lapse of time would allow or would reasonably be expected to allow,
      revocation, suspension, non-renewal or termination or result in any other
      material impairment of the Issuers’ or their Significant Subsidiaries’ rights
      under any of its Authorizations.

     

    (b)  Compliance
      with Laws.  Except as disclosed in Section 4.14(b) of the
      Disclosure Schedules, the conduct of the Issuers’ and their Significant
      Subsidiaries' business complies with all applicable U.S., state, local and
      foreign Laws (including, without limitation, the Communications Act of 1934,
      as
      amended, and the Communications Assistance for Law Enforcement Act), ordinances,
      rules, regulations, and orders (including, without limitation, those issued
      by
      the FCC, any PUC or any foreign regulatory authority), in each case, except
      as
      would not reasonably be expected to have a Material Adverse
      Effect.  Except as disclosed in Section 4.14(b) of the
      Disclosure Schedules, none of the Issuers nor any of their respective
      Significant Subsidiaries is in violation of any applicable Environmental
      Protection Laws and, to their knowledge, no material expenditures are or will
      be
      required in order to comply with any such 

     

    
      
         

      

      
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    Laws,
      in each case, except as would not reasonably be expected to have a Material
      Adverse Effect.

     

    (c)  Regulatory
      Filings.  As of the date hereof, the Issuers and their Significant
      Subsidiaries have made all material regulatory filings required, and paid all
      applicable fees and assessments imposed, with respect to the Authorizations,
      including but not limited to FCC regulatory fees, Universal Service Fund
      contributions, Telecommunications Relay Service Fund contributions, and North
      American Numbering Plan fees, and all such filings and the calculation of such
      fees, are accurate in all material respects.

     

    4.15  Permits.
      The Issuers and their Significant Subsidiaries have all franchises, permits,
      licenses and any similar authority (the “Permits”) necessary for the
      conduct of their business as now being conducted by them, the lack of which
      could, individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect.  As of the date hereof, no suspension or
      cancellation of any of the Permits is pending or, to the knowledge of the
      Issuers, threatened, which could, individually or in the aggregate, reasonably
      be expected to have a Material Adverse Effect.  The Issuers believe
      they can obtain, without undue burden or expense, any similar authority for
      the
      conduct of their business as presently proposed to be conducted.  The
      Issuers and their Significant Subsidiaries are not in default under any of
      such
      Permits.

     

    4.16  Brokers.  Neither
      of the Issuers nor any Significant Subsidiary has any liability to pay any
      fees,
      commissions or other similar compensation to any broker, finder, investment
      banker, financial advisor or other similar Person in connection with the
      transactions contemplated by this Agreement.

     

    4.17  Leases.  Each
      of the Issuers and the Significant Subsidiaries has complied with all material
      obligations under all leases for real property to which it is a party as a
      lessee.  All leases relating to the leasehold estates of each of the
      Issuers and the Significant Subsidiaries necessary for the conduct of the
      business of such Person are, with respect to the Issuers, valid and enforceable,
      and, to the knowledge of the Issuers, are, valid and enforceable with respect
      to
      the lessor, and each of the Issuers and the Significant Subsidiaries that is
      the
      lessee in respect thereof currently enjoys peaceful and undisturbed possession
      of the premises subject thereto.

     

    4.18  Intellectual
      Property.

     

    (a)  Except
      as disclosed in Section 4.18(a) of the Disclosure Schedules, the
      Issuers and each of their Significant Subsidiaries owns, possesses or has the
      right to use, exploit and/or practice patents, trade secrets, trademarks,
      service marks, trade names, copyrights, franchises and licenses, and rights
      with
      respect thereto (collectively, “Intellectual Property”), necessary for
      the present conduct of its business and as such business is proposed to be
      conducted.

     

    (b)  Except
      as disclosed in Section 4.18(b) of the Disclosure Schedules, there
      are no outstanding options, licenses, or agreements of any kind relating to
      the
      Issuers’ and/or its Significant Subsidiaries’ Intellectual Property with the
      exception of agreements for the sale or license of the Issuers’ products or
      services in the ordinary course of business.

     

     

    
      
         

      

      
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    (c)  Except
      as disclosed in Section 4.18(c) of the Disclosure Schedules,
      neither of the Issuers nor any their Significant Subsidiaries is a party to
      any
      agreement or license under which the Issuers or any Significant Subsidiary
      acquires any right, license, title or interest in, under or to any third party
      Intellectual Property (including without limitation any license to open source
      software), other than (i) licenses that are available to the public generally
      for a license fee of less than $10,000 (other than open source software) and
      that were obtained in the ordinary course of business; and (ii) license or
      ownership rights arising from services or development agreements (or the like)
      made with third parties in the ordinary course of business.

     

    (d)  The
      Issuers have not received any communications alleging that the Issuers or any
      Significant Subsidiary has violated, infringed or misappropriated or, by
      conducting its business as presently proposed, would violate, infringe or
      misappropriate any of the Intellectual Property of any other
      Person.

     

    (e)  To
      the knowledge of the Issuers and their Significant Subsidiaries, no Person
      is
      infringing or misappropriating the Intellectual Property of the Issuers or
      their
      Significant Subsidiaries.

     

    (f)  Except
      as disclosed in Section 4.18(f) of the Disclosure Schedule,
      neither of the Issuers nor any Significant Subsidiary is subject or a party
      to
      any order, decree, judgment, stipulation or agreement restricting its ability
      to
      conduct the business, including the sale of products or services, in any
      geographic area, market or field.

     

    4.19  Securities
      Laws. Assuming the accuracy of the Purchasers’ representations and
      warranties set forth in Section 5, the offer, sale and issuance of
      the Notes as provided in this Agreement is and is intended to be exempt from
      the
      registration requirements of the Securities Act pursuant to
Section 4(2) thereof.

     

    4.20  Insurance.  Except
      as disclosed in Section 4.20 of the Disclosure Schedules the Issuers and
      the Significant Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are prudent
      and sufficient to address risks anticipated in the businesses in which the
      Issuers and the Significant Subsidiaries are currently
      engaged.  Neither of the Issuers nor any Significant Subsidiary has
      any reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain coverage from reputable
      insurers as may be necessary to continue its business without a significant
      increase in cost.

     

    4.21  No
      Defaults.  Each of the Issuers and their Significant Subsidiaries
      has complied in all material respects with the terms and conditions of any
      indenture, mortgage, deed of trust, agreement, note or other instrument
      evidencing Indebtedness of the Issuers or their Significant
      Subsidiaries.  None of the Issuers, their Significant Subsidiaries or
      any party thereto is in default in the performance or compliance with any
      provisions thereof, except as would not reasonably be expected to have a
      Material Adverse Effect.  All of the foregoing instruments are in full
      force and effect as of the Closing Date and have not been terminated, rescinded
      or withdrawn, except as would not reasonably be expected to have a Material
      Adverse Effect.

     

     

    
      
         

      

      
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    4.22  Internal
      Accounting Controls.  Each of the Issuers maintains a system of
      internal accounting controls sufficient to provide reasonable assurance that
      (i)
      transactions are executed in accordance with management’s general or specific
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with GAAP and to maintain
      asset accountability, (iii) access to assets is permitted only in accordance
      with management’s general or specific authorization, and (iv) the recorded
      accountability for assets is compared with the existing assets at reasonable
      intervals and appropriate action is taken with respect to any
      differences.

     

    4.23  MSV
      Finance Co. MSV Finance Co. owns no material assets and engages in no
      material business activities other than being a co-issuer under the Existing
      High Yield Indenture and the transactions contemplated hereby.

     

    4A 
Representations
      and Warranties of SkyTerra.  Except as disclosed in the Disclosure
      Schedules, SkyTerra hereby makes the following representations and
      warranties:

     

    4A.1  Corporate
      Status.  SkyTerra (a) has been duly organized, and is validly
      existing and in good standing under the laws of the jurisdiction of its
      organization and has the requisite corporate or other, as applicable, power
      and
      authority to own its property and assets and to transact the business in which
      it is engaged and presently proposes to engage and (b) has duly qualified to
      do
      business and is in good standing in each jurisdiction where it is required
      to be
      so qualified and where the failure to be so qualified would reasonably be
      expected to have a Material Adverse Effect.  SkyTerra is not currently
      in violation of any of the provisions of its Certificate of Incorporation or
      By-laws, each as amended to date.

     

    4A.2  Corporate
      Power and Authority.  All corporate action on the part of
      SkyTerra, its officers, directors and shareholders necessary for the
      authorization, execution, delivery and performance of this Agreement, the
      issuance of the Warrants and the consummation of the transactions contemplated
      herein have been taken or will be taken prior to the Closing
      Date.  The Warrants and the Registration Rights Agreement when
      executed and delivered by SkyTerra, shall constitute the legal, valid and
      binding obligation of SkyTerra and shall be enforceable against SkyTerra in
      accordance with their respective terms and the terms of this Agreement, except
      as such may be limited by bankruptcy, insolvency, reorganization or other laws
      affecting creditors’ rights generally and by general equitable principles.
      SkyTerra has all requisite corporate power and authority to enter into this
      Agreement, the Warrants and the Registration Rights Agreement and to carry
      out
      and perform its obligations under the terms hereof and thereof.

     

    4A.3  No
      Violation.  None of the execution, delivery and performance
      by SkyTerra of this Agreement,  the Warrants and the Registration
      Rights Agreement, or compliance with the terms and provisions hereof and thereof
      (a) will contravene any applicable provision of any applicable Law, (b) will
      conflict with or result in any breach of, any of the terms, covenants,
      conditions or provisions of, or constitute a default under, or result in the
      creation or imposition of (or the obligation to create or impose) any Lien
      upon
      any of the property or assets of SkyTerra or any of its Subsidiaries pursuant
      to
      the terms of, any indenture, mortgage, deed of trust, agreement or other
      material instrument to which SkyTerra or any of its Subsidiaries is a party
      or
      by which it or any of its property or assets are bound or to which it may
      be subject or 

     

     

    
      
         

      

      
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    result
      in the acceleration of any obligation of SkyTerra or (c) will violate any
      provision of the Certificate of Incorporation or By-laws of SkyTerra or any
      of
      its Subsidiaries, each as amended to date, except in the case of (a) and
      (b), where such breach or conflict would not reasonably be expected to have
      a
      Material Adverse Effect.

     

    4A.4  Capitalization.
      Section 4A.4 of the Disclosure Schedules discloses the number of
      authorized, issued and outstanding shares of capital stock of SkyTerra, and
      outstanding warrants and options to purchase capital stock of SkyTerra as of
      the
      date hereof.  As of the date hereof, 1,082,928 shares of Common Stock
      were reserved for future issuance pursuant to outstanding options and up to
      3,212,893 shares of Common Stock were reserved for future issuance pursuant
      to
      outstanding warrants issued by SkyTerra.  As of the date hereof, a
      total of 10,072,722 additional shares of Common Stock were authorized and
 reserved for future issuance pursuant to option and other equity plans
      adopted or approved by SkyTerra.  As of the date hereof, except as
      further disclosed in Section 4A.4 of the Disclosure Schedules or for the
      right to purchase SkyTerra Common Stock upon exercise of the Warrants, there
      are
      no other outstanding options, warrants, rights (including conversion or
      preemptive rights) or any agreement for the purchase or acquisition from
      SkyTerra of any shares of SkyTerra’s capital stock or voting agreements with
      respect to equity of SkyTerra or any of its Subsidiaries.  All
      outstanding shares of the capital stock of SkyTerra have been duly authorized,
      validly issued, fully paid and nonassessable.  Except as disclosed in
Section 4A.4 of the Disclosure Schedules, there are no obligations,
      contingent or otherwise, of SkyTerra or its Subsidiaries to repurchase, redeem
      or otherwise acquire any shares of Common Stock or other equity securities
      of
      SkyTerra or its Subsidiaries.  Except as disclosed in Section
      4A.4 of the Disclosure Schedules, the sale of the Warrants, and the issuance
      of any Common Stock upon exercise of the Warrants, will not result in SkyTerra
      being obligated to issue, sell or purchase, pursuant to any existing
      pre-emptive, anti-dilution, redemption or other right of third parties, shares
      of Common Stock or other securities to or from any Person (other than the
      Purchasers), and will not result in a right of any holder of convertible or
      contingent securities issued by SkyTerra to adjust the exercise, conversion,
      exchange or reset price under such securities, including, in any such case,
      pursuant to any “poison pill” or shareholders rights plan.  Except as
      disclosed in Section 4A.4 of the Disclosure Schedules, there are no
      anti-dilution or price adjustment provisions contained in any security issued
      by
      SkyTerra (or in any agreement providing rights to security
      holders).  None of the outstanding shares of capital stock of SkyTerra
      were issued in violation of the Securities Act or any state securities
      laws.

     

    4A.5  Valid
      Issuance of the Common Stock.

     

    (a)  The
      shares of Common Stock issuable upon exercise of the Warrants in accordance
      with
      the terms of the Warrants have been duly authorized by SkyTerra and, when
      delivered in accordance with the terms of the Warrants (a) will be validly
      issued, fully paid and nonasessable, (b) will not be subject to any preemptive
      rights or any other similar contractual rights of the stockholders of SkyTerra
      or any other Person, and (c) will be delivered to the Purchasers or their
      designated transferee, free and clear of any Liens (defined for purposes hereof
      without regard to the exceptions set forth in clauses (a) and (b) of the
      definition of Lien) which are imposed by SkyTerra, or arise as a result of
      SkyTerra’s action or omission.  SkyTerra has reserved from its duly
      authorized capital stock the number of shares of Common Stock issuable upon
      the
      exercise in full of the Warrants.

     

     

    
      
         

      

      
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    (b)  The
      shares of Voting Common Stock issuable upon exchange of the shares of Non-Voting
      Common Stock in accordance with the terms of Section 8.1 hereof
      have been duly authorized by SkyTerra and, when delivered in accordance with
      the
      terms of this Agreement (a) will be validly issued, fully paid and nonasessable,
      (b) will not be subject to any preemptive rights or any other similar
      contractual rights of the stockholders of SkyTerra or any other Person, and
      (c)
      will be delivered to the Purchasers or their designated transferee, free and
      clear of any Liens (defined for purposes hereof without regard to the exceptions
      set forth in clauses (a) and (b) of the definition of Lien) which are imposed
      by
      SkyTerra, or arise as a result of SkyTerra’s action or
      omission.  SkyTerra has reserved from its duly authorized capital
      stock the number of shares of Common Stock issuable upon the exchange in full
      of
      the Non-Voting Common.

     

    4A.6  Approvals.  Assuming
      the accuracy of the Purchaser’s representations and warranties set forth in
Section 5 below, except (a) in connection with or in order to comply with
      the applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act
      of
      1976 (the “HSR Act”) and, if necessary, similar foreign competition or
      Antitrust Laws, and if necessary, any required stock exchange approvals (b)
      for
      any required filings and recordings which have been made and are in full force
      and effect, and (c) for applicable blue sky notice filings, no order, consent,
      approval, license, authorization or validation of, or filing, recording or
      registration with, or exemption by, any Person or Governmental Authority, is
      required to authorize or is required for or as a condition to (i) the execution
      and delivery of the Transaction Documents or the consummation of the issuance
      and sale of the Warrants contemplated hereby or (ii) the legality, validity,
      binding effect or enforceability of the
      Transaction Documents.  The execution and delivery by SkyTerra of
      this Agreement and the issuance of the Warrants do not require the consent
      or
      approval of the security holders of SkyTerra or of any other
      Person.

     

    4A.7  Conformity
      to Securities Act and Exchange Act; No Misstatement or
      Omission.  Each of the SEC Reports as of the date it was filed
      with the SEC in the case of the Exchange Act Reports or declared effective
      in
      the case of the Registration Statements, complied in all material respects
      with
      the applicable requirements of the Securities Act or the Exchange Act (as
      applicable) and the respective rules and regulations of the SEC thereunder
      and
      did not contain an untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein not
      misleading.  Since September 1, 2006, SkyTerra has filed all reports,
      schedules, forms, statements and other documents required to be filed by it
      with
      the SEC pursuant to the reporting requirements of the Exchange Act.

     

    4A.8  Financial
      Statements; Indebtedness.

     

    (a)  Except
      as disclosed in Section 4A.8(a) of the Disclosure Schedules, the
      financial statements and supporting schedules included in SkyTerra’s Annual
      Report on Form 10-K for the year ended December 31, 2006, and in SkyTerra’s
      Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and
      in
      any Registration Statements or other SEC Reports, in each case filed with the
      SEC, present fairly, in all material respects, the consolidated financial
      position of SkyTerra as of the dates specified and the consolidated results
      of
      their operations and cash flows for the periods specified, in each case, in
      conformity with GAAP applied on a consistent basis during the periods involved,
      except as indicated therein or in the notes thereto.

     

    
      
         

      

      
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    (b)  Except
      for Indebtedness disclosed in Section 4A.8(b) of the Disclosure Schedules
      and in SkyTerra’s Annual Report on Form 10-K for the year ended December 31,
      2006, and in SkyTerra’s Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2007, SkyTerra has no Indebtedness outstanding at the date
      hereof.  SkyTerra is not in default with respect to any outstanding
      Indebtedness or any instrument relating thereto, and no event has occurred,
      or
      facts and circumstances exist, which, after passage of time, would result in
      such a default.

     

    4A.9  Internal
      Accounting Controls.  SkyTerra maintains a system of internal
      accounting controls sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management’s general or specific
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with GAAP and to maintain
      asset accountability, (iii) access to assets is permitted only in accordance
      with management’s general or specific authorization, and (iv) the recorded
      accountability for assets is compared with the existing assets at reasonable
      intervals and appropriate action is taken with respect to any
      differences.  SkyTerra has established disclosure controls and
      procedures (as defined in Exchange Act Rule 13a-15(e)) for SkyTerra and designed
      such disclosure controls and procedures to ensure that information required
      to
      be disclosed by SkyTerra in reports that it files or submits under the Exchange
      Act is recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms, including controls and procedures
      designed to ensure that such information is accumulated and communicated to
      SkyTerra’s management as appropriate to allow timely decisions regarding
      required disclosure.  SkyTerra has carried out evaluations of the
      effectiveness of their disclosure controls and procedures as required by Rule
      13a-15 of the Exchange Act.

     

    5.  
Representations
      and Warranties of the Purchasers.  The Purchasers hereby make the
      following representations and warranties, as of the date hereof and as of the
      Closing Date:

     

    5.1  Authorization.
       All corporate, partnership or limited liability company action on the part
      of each of the Purchasers necessary for the authorization, execution, delivery
      and performance of this Agreement and the other Transaction Documents and the
      consummation of the transactions contemplated herein and therein, has been
      taken.  When executed and delivered by such Purchasers, each of this
      Agreement and the other Transaction Documents shall constitute the legal,
      valid and binding obligation of each of the Purchasers, enforceable against
      each
      of the Purchasers in accordance with its terms, except as such may be limited
      by
      bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights
      generally and by general equitable principles.  Each of the Purchasers
      has all the requisite corporate power and authority to enter into each of this
      Agreement and the other Transaction Documents and to carry out and perform
      its
      obligations under the terms hereof and thereof.

     

    5.2  Purchase
      Entirely for Own Account.  Each of the Purchasers is acquiring the
      Securities for its own account for investment and not for the account of any
      other person or with a view to any resale, fractionalization, division, or
      distribution thereof in a manner that would require registration thereof or
      the
      transactions contemplated hereby under the Securities Act, and the Purchasers
      do
      not presently have any reason to anticipate any change in such Purchaser’s
      circumstances or other particular occasion or event which would cause the
      Purchasers to sell the Securities other than in compliance with the requirements
      of the Securities 

     

     

    
      
         

      

      
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    Act.  The
      Purchasers have no contract, undertaking, agreement, understanding or
      arrangement with any person to sell, transfer, or pledge to any person any
      part
      or all of the Securities which such Purchasers are acquiring, or any interest
      therein, and have no present plans to enter into the same.  The
      Securities were not offered or sold to the Purchasers by means of any general
      solicitation or general advertisement.

     

    5.3  Investor
      Status; Etc.  The Purchasers certify and represent to the Issuers
      that (i) they are each an “accredited investor” as defined in Rule 501(a)(1),
      (2), (3) or (7) of Regulation D promulgated under the Securities Act and were
      not organized for the purpose of acquiring any of the Securities.  The
      Purchasers have adequate means of providing for their current needs and personal
      contingencies, have no need now, and anticipate no need in the foreseeable
      future, to sell the Securities, and currently have sufficient net worth and
      financial liquidity to afford a complete loss of their investment in the
      Issuers.  The Purchasers have such knowledge and experience in
      financial and business matters so that the Purchasers are capable of evaluating
      the merits and risks of an investment in the Issuers and SkyTerra and have
      made
      such evaluation.  The Purchasers fully understand that the Securities
      are speculative investments which involve a high degree of risk of loss of
      the
      Purchasers’ entire investment.  No person or entity, other than the
      Issuers or their authorized representatives, have offered the Securities to
      the
      Purchasers.    The Purchasers are able to bear the economic
      risk of an investment in the Securities.

     

    5.4  Securities
      Not Registered. The Purchasers understand that neither the Securities nor
      the Warrant Stock issuable upon exercise of the Warrants or the Voting Common
      Stock issuable upon exchange of Warrant Stock that is Non-Voting Common
      Stock have been registered under the Securities Act, by reason of their issuance
      by the Issuers in a transaction exempt from the registration requirements of
      the
      Securities Act, and that the Securities must continue to be held by the
      Purchaser unless a subsequent disposition thereof is registered under the
      Securities Act or is exempt from such registration. The Purchasers understand
      that the exemptions from registration afforded by Rule 144 (the provisions
      of
      which are known to it) promulgated under the Securities Act depend on the
      satisfaction of various conditions, and that, if applicable, Rule 144 may afford
      the basis for sales only in limited amounts.  The Purchasers have had
      an opportunity to ask questions of and receive answers from the management
      and
      authorized representatives of the Issuers and SkyTerra, and to review any other
      relevant documents and records concerning the business of the Issuers and
      SkyTerra and the terms and conditions of this investment, and that any such
      questions have been answered to the Purchasers’ satisfaction.  The
      Purchasers understand that no federal or state agency have passed upon or made
      any recommendation or endorsement of an investment in the
      Securities.  The Purchasers acknowledge that certain material
      information has been disclosed to Bingham McCutchen, LLP on behalf of the
      Purchasers, and at the Purchasers' request, such information has not been shared
      with the Purchasers.

     

    5.5  No
      Violation.  Neither the execution, delivery and performance by such
      Purchasers of this Agreement or the Transaction Documents nor compliance with
      the terms and provisions hereof and thereof by the Purchasers (a) will
      contravene any applicable provision of any Law applicable to the Purchasers,
      except as would not have a material adverse effect on the Purchasers’ ability to
      consummate the transactions contemplated hereby; or (b) will violate any


     

     

    
      
         

      

      
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    provision
      of the organizational documents of the Purchasers, except as would not have
      a
      material adverse effect on the Purchasers’ ability to consummate the
      transactions contemplated hereby.

     

    5.6  Brokers.
      The Purchasers have no liability to pay any fees, commissions or other similar
      compensation to any broker, finder, investment banker, financial advisor or
      other similar Person in connection with the transactions contemplated by this
      Agreement.

     

    5.7  Consents.
      Except (a) in connection with or in order to comply with the applicable
      provisions of the HSR Act and, if necessary, similar foreign competition or
      Antitrust Laws, (b) for any required filings and recordings with Governmental
      Authorities under Section 6; all consents, approvals, orders and
      authorizations required on the part of the Purchasers in connection with the
      execution, delivery or performance of this Agreement and the consummation of
      the
      transactions contemplated herein have been obtained and are effective as of
      the
      date hereof.

     

    5.8  Reliance.
      The Purchasers are relying solely upon the advice of their own financial, legal
      and tax advisors and their entering into the transactions contemplated by this
      Agreement is the result of independent arm’s length negotiations between the
      Purchasers, SkyTerra and the Issuers.  The Purchasers acknowledge that
      the Issuers and SkyTerra are relying on the representation and warranties of
      the
      Purchaser contained in this Section 5 and would not consummate the
      transactions contemplated by this Agreement, in the absence of the
      representations and warranties of the Purchaser contained in this Section
      5.

     

    5.9  Material
      Non-Public Information. The Purchasers hereby acknowledge that they are
      familiar with their responsibilities under federal and state securities laws
      relating to restrictions on trading in securities of an issuer while in
      possession of material, non-public information, and restrictions on sharing
      such
      information with other persons who may engage in such trading.

     

    6.  Governmental
      and FCC Approval.  The
      parties will promptly execute and file, or join in the execution and filing
      of,
      any application, notification or other document that may be necessary in order
      to obtain the authorization, approval or consent of any Governmental Authority,
      which may be reasonably required in connection with the consummation of the
      transactions contemplated by this Agreement.  Any fees associated with
      such notifications or applications shall be borne by the
      Issuers.  Each party shall, in connection with its obligation to use
      commercially reasonable efforts to obtain, or assist the other parties in
      obtaining, all such requisite authorizations, approvals or consents, use
      commercially reasonable efforts to (i) cooperate in all reasonable respects
      with
      the other parties in connection with any filing or submission and in connection
      with any investigation or other inquiry, including any proceeding initiated
      by a
      private party, (ii) promptly inform the other parties of any communication
      received by such party from, or given by such party to, the United States
      Department of Justice (the “DOJ”), the United States Federal Trade
      Commission (the “FTC”), the FCC or any other Governmental Authority or
      quasi-governmental entity and of any material communication received or given
      in
      connection with any proceeding by a private party, in each case regarding any
      of
      the transactions contemplated hereby, (iii) permit the other parties, or the
      other parties’ legal counsel, to review any communication given by it to, and
      consult with the other parties in advance of any meeting or conference with,
      the
      DOJ, the FTC, the FCC or any such other Governmental Authority or
      quasi-governmental entity or, in connection with any proceeding by

     

     

    
      
         

      

      
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    a
      private party, with any other person and (iv) to the extent permitted by any
      applicable Governmental Authority, give the other parties the opportunity to
      attend and participate in such meetings and conferences.

     

    7.  
Conditions
      Precedent.

     

    7.1  Conditions
      to the Obligation of the Purchasers to Consummate the Closing. The
      obligation of the Purchasers to consummate the Closing and to purchase and
      pay
      for the Securities to be purchased by them is subject to the satisfaction (or
      waiver by such Purchasers) of the following conditions precedent:

     

    (a)  The
      representations and warranties of the Issuers and SkyTerra contained herein
      shall be true and correct on the Closing Date and the Issuers and SkyTerra
      shall
      have performed all obligations and conditions herein required to be performed
      or
      complied with by the Issuers and SkyTerra on or prior to the Closing
      Date.

     

    (b)  There
      shall not be any Law injunction, order or decree, enacted, enforced,
      promulgated, entered, issued or deemed applicable to this Agreement or the
      transactions contemplated hereby by any Governmental Authority prohibiting
      or
      enjoining the transactions contemplated by this Agreement or the Transaction
      Documents.

     

    (c)  The
      sale of the Securities by the Issuers and SkyTerra shall not be prohibited
      by
      any Law.  All necessary consents, approvals, licenses, permits, orders
      and authorizations of, or registrations, declarations and filings with, any
      Governmental Authority or of or with any other Person, including, without
      limitation all filings in accordance with Section 6 hereof, with
      respect to the purchase and sale of the Securities shall have been duly obtained
      or made and shall be in full force and effect; provided,
however, that this shall not require all approvals needed to issue
      Voting Common Stock.

     

    (d)  The
      Purchasers shall have received from Skadden, Arps, Slate, Meagher & Flom
      LLP, special counsel to the Issuers and SkyTerra, a reasonable and customary
      opinion for transactions of the type contemplated herein addressed to the
      Purchasers, dated as of the Closing Date, which shall be reasonably satisfactory
      to Bingham McCutchen LLP, counsel to the Purchasers.

     

    (e)  MSV
      shall have delivered to the Purchasers a certificate dated as of the Closing
      Date and signed by the secretary or other officer of MSV GP, certifying (i)
      that
      the copies of the Limited Partnership Agreement and resolutions of the Board
      approving this Agreement, the Transaction Documents and the transactions
      contemplated hereby and thereby attached thereto, are all true, complete and
      correct and remain in full force and effect as of such date, and (ii) as to
      the
      incumbency and specimen signature of each officer of MSV executing this
      Agreement, the Transaction Documents and any other document delivered in
      connection herewith on behalf of MSV.

     

    (f)  MSV
      Finance Co. shall have delivered to the Purchasers a certificate dated as of
      the
      Closing Date and signed by the secretary or another officer of MSV Finance
      Co.,
      certifying (i) that the copies of the Certificate of Incorporation, the By-Laws
      and resolutions of the Board of Directors of MSV Finance Co. approving this
      Agreement, the Transaction 

     

     

    
      
         

      

      
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    Documents
      and the transactions contemplated hereby and thereby attached thereto, are
      all
      true, complete and correct and remain in full force and effect as of such date,
      and (ii) as to the incumbency and specimen signature of each officer of MSV
      Finance Co. executing this Agreement, the Transaction Documents and any other
      document delivered in connection herewith on behalf of MSV Finance
      Co.

     

    (g)  Each
      of the Issuers shall have delivered to the Purchasers a certificate dated as
      of
      the Closing Date and signed by the Issuer’s respective chief financial officer
      or chief executive officer, certifying that (i) each of the Issuers has
      performed and complied with all of the agreements and conditions set forth
      or
      contemplated herein that are required to be performed or complied with by the
      Issuers on or before such Closing Date and (ii) that the conditions set forth
      in
Sections 7.1(a) and 7.1(b) have been met.

     

    (h)  SkyTerra
      shall have delivered to the Purchasers a certificate dated as of the Closing
      Date and signed by the secretary or another officer of SkyTerra, certifying
      (i)
      that the copies of the Certificate of Incorporation, the By-Laws and resolutions
      of the Board of Directors of SkyTerra approving this Agreement, the
      Transaction Documents and the transactions contemplated hereby and thereby
      attached thereto, are all true, complete and correct and remain in full force
      and effect as of such date, (ii) that the representations and warranties made
      by
      SkyTerra in the Transaction Documents are true and correct as of such date;
      and
      (iii) as to the incumbency and specimen signature of each officer of SkyTerra
      executing this Agreement, the Transaction Documents and any other document
      delivered in connection herewith on behalf of SkyTerra.

     

    (i)  SkyTerra
      shall have delivered to the Purchasers a certificate dated as of the Closing
      Date and signed by SkyTerra’s chief financial officer or chief executive
      officer, certifying that (i) SkyTerra has performed and complied with all of
      the
      agreements and conditions set forth or contemplated herein that are required
      to
      be performed or complied with by the Issuers on or before such Closing Date
      and
      (ii) that the conditions set forth in Sections 7.1(a) and 7.1(b) have
      been met.

     

    (j)  Each
      of the Issuers and SkyTerra shall have delivered to the Purchasers a certificate
      of good standing for each of the Issuers from the Secretary of State of the
      State of Delaware, in each case dated within one week of the
      Closing.

     

    (k)  The
      Registration Rights Agreement, in substantially the form attached hereto as
      Exhibit B, shall have been executed and delivered to the Purchasers and
      SkyTerra.

     

    (l)  There
      shall be no Material Adverse Effect on the Closing Date.

     

    (m)  Each
      of the Issuers and SkyTerra will have provided reasonable cooperation in
      providing the Purchasers with all the information available to them reasonably
      requested by the Purchasers in writing.

     

    7.2  Conditions
      to the Obligation of the Issuers and SkyTerra to Consummate the Closing. The
      obligation of the Issuers and SkyTerra to consummate the Closing and to issue
      and sell the Securities to the Purchasers at the Closing is subject to the
      satisfaction (or waiver by the Issuers and SkyTerra) of the following conditions
      precedent:

     

     

    
      
         

      

      
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    (a)  The
      representations and warranties of the Purchasers contained herein shall be
      true
      and correct on and as of the Closing Date.

     

    (b)  The
      Purchasers shall have performed all obligations and conditions herein required
      to be performed or complied with by the Purchasers on or prior to the Closing
      Date.

     

    (c)  The
      Purchaser shall have delivered to the Issuers and SkyTerra a certificate dated
      the Closing Date, executed by an authorized officer, certifying the satisfaction
      of the conditions specified in paragraphs (a) and (b) of this Section
      7.2.

     

    (d)  There
      shall not be any Law injunction, order or decree, enacted, enforced,
      promulgated, entered, issued or deemed applicable to this Agreement or the
      transactions contemplated hereby by any Governmental Authority prohibiting
      or
      enjoining the transactions contemplated by this Agreement or the Transaction
      Documents.

     

    (e)  The
      sale of the Securities by the Issuers and SkyTerra shall not be prohibited
      by
      any Law. All necessary consents, approvals, licenses, permits, orders and
      authorizations of, or registrations, declarations and filings with, any
      Governmental Authority or of or with any other Person with respect to any of
      the
      transactions contemplated hereby shall have been duly obtained or made and
      shall
      be in full force and effect.

     

    (f)  The
      Purchasers shall have delivered to SkyTerra, MSV and MSV Finance Co. each of
      a
      Form W-9 or Form W-8, as applicable.

     

    8.  
Certain
      Covenants and Agreements.

     

    8.1  Exchange
      of Non-Voting Common Stock for Common Stock.

     

    (a)  To
      the extent any holder of a Warrant or its permitted assigns,
      obtains  shares of Non-Voting Common Stock issued upon exercise of a
      Warrant, SkyTerra will promptly upon the request of such holder or its permitted
      assign, exchange such shares of Non-Voting Common Stock for shares of Voting
      Common Stock on a one-for-one basis.  Upon surrender of certificates
      representing the shares of Non-Voting Common Stock that are being exchanged
      as
      part of such transfer, SkyTerra will issue to such Person certificates
      representing the appropriate number of shares of  Common
      Stock.  For the avoidance of doubt, other than as to voting and
      listing or quotation on a stock exchange, automatic quotation system or the
      OTC Bulletin Board, the Common Stock and Non-Voting Common Stock shall have
      identical rights and terms.

     

    (b)  Notwithstanding
      anything to the contrary contained in this Section 8.1, prior to the
      issuance of the Voting Common Stock, the holder of the Warrant or its permitted
      assigns shall have satisfied any and all legal or regulatory requirements for
      conversion, including compliance with the HSR Act, any applicable FCC
      requirements and any required shareholder approval as a result of a stock
      exchange where the Common Stock is then so listed or quoted.  SkyTerra
      shall use its reasonable best efforts in cooperating with such holder to obtain
      such legal or regulatory approvals to the extent its cooperation is
      necessary.  SkyTerra shall pay all necessary filing fees and
      reasonable out-of-pocket expenses to obtain such approvals.

     

     

    
      
         

      

      
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    8.2  Reservation
      and Authorization of Common Stock; Registration with and Approval of Any
      Governmental Authority.  From and after the Original Issue
      Date, SkyTerra shall at all times reserve and keep available for issuance upon
      the exercise of the Warrants such number of its authorized but unissued shares
      of Voting Common Stock as will be sufficient to permit the exchange in full
      of
      all shares of Non-Voting Common Stock issuable upon exercise in full of all
      outstanding Warrants.  All shares of Voting Common Stock issuable
      pursuant to the terms hereof, when issued upon (i) exercise of the Warrants;
      or
      (ii) exchange of an equal number of shares of Non-Voting Common Stock in
      accordance with the terms hereof, shall be duly and validly issued and fully
      paid and nonassessable, not subject to preemptive rights and shall be free
      and
      clear of all Liens.

     

    8.3  Legends.

     

    (a)  Each
      certificate for Common Stock initially issued upon the exercise of the Warrants
      (“Warrant Stock”), each certificate for Warrant Stock issued to any
      subsequent transferee of any such certificate, shall be stamped or otherwise
      imprinted with two legends in substantially the following forms:  “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
      LAW.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
      TRANSFERRED, SOLD, ASSIGNED, EXCHANGE, MORTGAGE, PLEDGED, HYPOTHECATED OF
      OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS
      OF,
      AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT AND THE RULES AND
      REGULATIONS THEREUNDER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
      ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET FORTH
      IN A
      CERTAIN WARRANT DATED JANUARY 4, 2008, ORIGINALLY ISSUED BY SKYTERRA
      COMMUNICATIONS, INC. (THE “WARRANT”) PURSUANT TO THE EXERCISE OF WHICH
      SUCH SHARES WERE ISSUED.  A COPY OF THE WARRANT IS AVAILABLE AT THE
      EXECUTIVE OFFICES OF SKYTERRA COMMUNICATIONS, INC.”

     

    (b)  Each
      Warrant shall be stamped or otherwise imprinted with a legend in substantially
      the following form:  “NEITHER THIS WARRANT NOR ANY OF THE SECURITIES
      ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW.  THE
      WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE STOCK ISSUABLE UPON EXERCISE
      HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED,
      HYPOTHECATED OF OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH
      THE
      PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT,
      THE
      RULES AND REGULATIONS THEREUNDER AND THIS WARRANT.”

     

    (c)  Notwithstanding
      the  foregoing provisions of this Section 8, the legend
      requirements of Section 8.3 shall terminate as to any particular Warrant or
      shares of Restricted Common Stock when SkyTerra shall have received from the
      holder thereof an opinion of counsel to the effect that such legend is not
      required in order to ensure compliance with the Securities Act.  Whenever
      the restrictions imposed by Section 8.3 shall terminate as to the
      Warrants, as 

     

     

    
      
         

      

      
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    hereinabove
      provided, the holder hereof shall be entitled to receive from SkyTerra, at
      the
      expense of SkyTerra, a new Warrant bearing the following legend in place of
      the
      restrictive legend set forth hereon:  “THE RESTRICTIONS ON
      TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 8.3
      HEREOF TERMINATED ON ______________, 20__, AND ARE OF NO FURTHER FORCE AND
      EFFECT.”

     

    All
      Warrants issued upon registration of transfer, division or combination of,
      or in
      substitution for, any Warrant or Warrants entitled to bear such legend shall
      have a similar legend endorsed thereon.  Whenever the restrictions
      imposed by this Section shall terminate as to any share of Restricted Common
      Stock, as hereinabove provided, the holder thereof shall be entitled to receive
      from SkyTerra at SkyTerra’s expense, a new certificate representing such Common
      Stock not bearing the restrictive legend set forth in Section
      8.3(a).

     

    8.4  Publicity.
       Except to the extent required by applicable laws, rules, regulations,
      stock exchange requirements or other obligations set forth in securities
      agreements outstanding as of the date hereof, neither party shall, without
      the
      prior written consent of the other, make any public announcement or issue any
      press release with respect to the transactions and other matters contemplated
      by
      this Agreement.  The parties agree that the Issuers and SkyTerra
      may issue a press release announcing the consummation of the sale of the Notes
      and Warrants in the form to be mutually agreed upon by the parties.

     

    8.5  Use
      of Proceeds.  The Issuers covenant and agree, and the Purchasers
      acknowledge, that the proceeds from the sale of the Notes shall be used by
      the
      Issuers for working capital and general corporate purposes relating to the
      satellite network, including the payments of fees and expenses made in the
      ordinary course of business.

     

    8.6  Right
      of Negotiation/Pro-rata Participation Right.

     

     

    
      
         

      

      
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    (a)  If
      at any time prior to the earlier of (i) December 31, 2011, and (ii) such time
      that Purchasers and their Affiliates cease to collectively beneficially own
      at
      least five percent (5%) of the outstanding Common Stock, SkyTerra or any of
      its
      Subsidiaries proposes to issue any equity securities or options to purchase
      or
      rights to subscribe for any equity securities of SkyTerra or any of its
      Subsidiaries (other than Excluded Stock (as defined below)) (the
“Offered Shares”) to any bona fide third party, SkyTerra or such
      Subsidiary shall first hold discussions with one representative for the
      Purchasers (the “Right of First Negotiation”) to determine whether a sale
      of all of the Offered Shares by SkyTerra (or any of its Subsidiaries) to any
      or
      all of the Purchasers is of interest to the Purchasers, and to determine whether
      agreement can be reached on terms reasonably satisfactory to the each of the
      parties.  Upon a good faith determination by SkyTerra that such
      an agreement cannot be reached or if an agreement is not reached within five
      Business Days of the commencement of the Right of First Negotiation, SkyTerra
      may pursue a transaction with a bona fide third party involving the Offered
      Shares; provided, however, that to the extent any
      such transaction is consummated, the Purchasers shall have the pro-rata
      participation right set forth in Section 8.6(b) below.  Any
      sale of Offered Shares pursuant to this Section 8.6(a) shall be
      made within sixty (60) days of the commencement of the Right of First
      Negotiation.  From and after the sixty-first (61st) day after
      the
      commencement of the Right of First Negotiation, any sale of Offered Shares
      shall
      be subject to the provisions of Section 8.6(b).

     

    (b)  Following
      the completion or termination of the Right of First Negotiation, if SkyTerra
      or
      any of its Subsidiaries proposes to issue Offered Shares (other than Excluded
      Stock) to a bona fide third party, SkyTerra shall, no later than fifteen (15)
      days prior to the consummation of such transaction (a "Preemptive Rights
      Transaction"), give notice in writing (the "Preemptive Rights Offer
      Notice") to each Purchaser of such Preemptive Rights
      Transaction.  The Preemptive Rights Offer Notice shall describe the
      proposed Preemptive Rights Transaction, and contain an offer (the "Preemptive
      Rights Offer") to sell to the Purchasers, at the same price and for the same
      consideration to be paid by the proposed purchaser (provided, that, in the
      event
      any of such consideration is non-cash consideration, at the election of the
      Purchaser to whom the Preemptive Rights Offer is made, such Purchaser may pay
      cash equal to the value of such non-cash consideration, determined in the manner
      as Fair Value is determined in the Warrant), all or any part of such Purchaser's
      pro rata portion of the Offered Shares (which shall be a fraction of the Offered
      Shares determined by dividing the number of shares of outstanding Common Stock
      owned by such Purchaser by the sum of (i) the number of shares of outstanding
      Common Stock owned by such Purchaser and (ii) the number of outstanding shares
      of Common Stock not held by such Purchaser).  If any Purchaser to whom
      a Preemptive Rights Offer is made fails to accept (a "Non-Responding
      Holder") in writing the Preemptive Rights Offer by the tenth (10th) day
      after
      SkyTerra's delivery of the Preemptive Rights Offer Notice, such Non-Responding
      Holders shall have no further rights with respect to the proposed Preemptive
      Rights Transaction. For purposes of this Section 8.6(b), the
      Purchaser's ownership of SkyTerra shall be deemed to include the number of
      shares Common Stock equal to the product of: (i) the number of shares of common
      stock of the TerreStar Corporation (“TerreStar Corporation”) owned by
      Purchasers divided by the total number of outstanding shares of the TerreStar
      Corporation outstanding on a fully-diluted basis; and (ii) the shares of Common
      Stock of SkyTerra held by TerreStar Corporation.  Additionally,
      notwithstanding the foregoing, no Purchaser shall be deemed to beneficially
      own
      another Purchaser's Common Stock.  Any sale of the Offered Shares
      pursuant to a Preemptive Rights Transaction shall be made within sixty (60)
      days
      of the delivery of the 

     

     

    
      
         

      

      
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    Preemptive
      Rights Offer Notice. From and after the sixty-first (61st) day after
      the
      delivery of the Preemptive Rights Offer Notice, any sale of Offered Shares
      pursuant to this Section 8.6(b) shall be subject to a new Right of
      First Negotiation pursuant to Section 8.6(a). 

     

    (c)  "Excluded
      Stock" shall mean (i) options or similar convertible securities to
      employees, consultants, or directors, (ii) securities reserved for issuance
      to
      employees, directors, consultants or other service providers under arrangements,
      contracts or plans approved by the Board of Directors of SkyTerra, (iii)
      securities issued to any bank, licensor, equipment lessor or strategic partner,
      if and to the extent that the transaction in which such sale or grant is not
      principally for the purpose of raising equity capital, (iv) shares issued upon
      conversion of the Warrants, (v) securities upon exercise, exchange or conversion
      of convertible, exchangeable or exercisable securities issued as of the date
      hereof, (vi) securities issued in a Public Offering, (vii) securities issued
      in
      an acquisition transaction, (viii) shares of Common Stock in exchange for,
      or in connection with the termination of, outstanding options to purchase
      limited partnership interests of MSV, as described in the Registration Statement
      on Form S-4 (File No. 333-144093) filed with the Securities and Exchange
      Commission on June 27, 2007 (the “S-4 Registration Statement”) or any issuance
      of Common Stock in exchange for, or in connection with the termination of,
      limited partnership interests of MSV  or equity interests in the
      general partner of MSV (or any option or right to acquire such interests)
      outstanding on the date hereof, so long as such exchange or termination is
      based
      on the same exchange ratio referred to in the S-4 Registration Statement, or
      (ix) securities issued in connection with any stock split, stock dividends
      or
      recapitalization, in all cases where shareholders are treated equally and
      ratably.

     

    (d)  Notwithstanding
      anything to the contrary contained herein, prior to the issuance to the
      Purchasers of any securities pursuant to the Right of First Negotiation or
      a
      Preemptive Rights Offer or, in the event that securities to be issued are
      convertible or exchangeable for Voting Common Stock, the Voting Common Stock
      issuable upon exchange of such securities, the Purchasers or its permitted
      assigns on the one hand, and SkyTerra on the other hand, shall have satisfied
      any and all applicable legal or regulatory or shareholder approval requirements
      (including the requirements of any stock exchange or automatic quotation system
      on which the Common Stock is then listed, traded or quoted) for issuance and/or
      conversion, including compliance with the HSR Act and FCC
      requirements.  SkyTerra shall use its reasonable best efforts in
      cooperating with the Purchasers to obtain such legal or regulatory approvals
      to
      the extent its cooperation is necessary.  SkyTerra shall pay all
      necessary filing fees and reasonable out-of-pocket expenses to obtain such
      legal
      or regulatory approvals.

     

    8.7  Negative
      Covenants.  Prior to the earlier of (i) December 31, 2011, and
      (ii) such time that the Purchasers and their Affiliates cease to beneficially
      own at least 5% of the outstanding Common Stock, without the prior consent
      of
      the Purchasers;

     

    (a)           MSV
      shall not consolidate with or merge with or into, or convey, transfer or lease,
      in one transaction or a series of related transactions, directly or indirectly,
      all or substantially all of its assets to any Person (as defined in the Existing
      High Yield Indenture) unless after immediately giving pro forma effect to such
      transaction, the Successor Person (as defined in the Existing High Yield
      Indenture) would have a Consolidated Leverage Ratio (as defined in the Existing
      High Yield indenture) at least 10% better than immediately prior to the
      transaction.

     

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    (b)           MSV
      shall not make any Restricted Payment (as defined in the Existing High Yield
      Indenture) in violation of the Existing High Yield Indenture, except for
      purposes of Section 4.08(a)(3)(A) of the Existing High Yield Indenture, (i)
      100%
      shall be replaced with 50%, and (ii) the deduction of 1.4 times the Consolidated
      Interest Expense (as defined in the Existing High Yield Indenture) shall be
      deleted.

     

    9. 
 Miscellaneous
      Provisions.

     

    9.1  Rights
      Cumulative.  Each and all of the various rights, powers and remedies of
      the parties shall be considered to be cumulative with and in addition to any
      other rights, powers and remedies which such parties may have at law or in
      equity in the event of the breach of any of the terms of this
      Agreement.  The exercise or partial exercise of any right, power or
      remedy shall neither constitute the exclusive election thereof nor the
      waiver of any other right, power or remedy available to such party.

     

    9.2  Pronouns.
       All pronouns or any variation thereof shall be deemed to refer to the
      masculine, feminine or neuter, singular or plural, as the identity of the
      person, persons, entity or entities may require.

     

    9.3  Notices.

     

    (a)  Any
      notices, reports or other correspondence (hereinafter collectively referred
      to
      as “correspondence”) required or permitted to be given hereunder shall be sent
      by postage prepaid first class mail (sent certified or registered), overnight
      courier or facsimile transmission, or delivered by hand to the party to whom
      such correspondence is required or permitted to be given hereunder. The date
      of
      giving any notice shall be the date of its actual receipt.

     

    (b)  All
      correspondence to the Issuers and SkyTerra shall be addressed as
      follows:

     

    SkyTerra
      Communications, Inc.

    10802
      Parkridge Boulevard

    Reston
      VA 20191

    Facsimile
      No.:  703-390-2770

    Attn:  Chief
      Financial Officer

     

    with
      copies (which shall not constitute notice) to:


     

    SkyTerra
      Communications, Inc.

    10802
      Parkridge Boulevard

    Reston
      VA 20191

    Facsimile
      No.:  703-390-6113

    Attn:  General
      Counsel

     

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    Four
      Times Square

    New
      York, New York  10036

    Facsimile
      No.:  212-735-2000

    Attn:
      Gregory Fernicola

     

    (c)  All
      correspondence to the Purchasers shall be addressed as follows:

     

    Harbinger
      Capital Partners Funds

    555
      Madison Avenue, 16th Floor

    New
      York, NY 10022

    Attention:
      Jeffrey T. Kirshner, Esq.

    Vice
      President and Investment Counsel

    Facsimile
      No.:  (212) 508-3721

     

    with
      a copy to

     

    Harbert
      Management Corporation

    One
      Riverchase Parkway South

    Birmingham,
      Alabama 35244

    Attention:
      General Counsel

    Fax:
      (205) 987-5505

     

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

    Bingham
      McCutchen, LLP

    150
      Federal Street

    Boston,
      MA 02110

    Facsimile:
      (617) 345-5047

    Attn:
      Joseph J. Basile, Jr.

     

    (d)  Any
      party may change the address to which correspondence to it is to be addressed
      by
      notification as provided for herein.

     

    9.4  Captions.
       The captions and paragraph headings of this Agreement are solely for the
      convenience of reference and shall not affect its interpretation.

     

    9.5  Severability.
       Should any part or provision of this Agreement be held unenforceable or in
      conflict with the applicable laws or regulations of any jurisdiction, the
      invalid or unenforceable part or provisions shall be replaced with a provision
      which accomplishes, to the extent possible, the original business purpose of
      such part or provision in a valid and enforceable manner, and the remainder
      of this Agreement shall remain binding upon the parties hereto.

     

    9.6  Governing
      Law; Exclusive Jurisdiction and Venue; Waiver of Jury Trial. This Agreement
      shall be governed by and construed in accordance with the laws of the State
      of
      New York.  THE PARTIES HERETO HEREBY AGREE THAT ALL ACTIONS OR
      PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THIS
      AGREEMENT SHALL BE LITIGATED ONLY IN THE STATE OR FEDERAL 

     

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

     

    COURTS
      LOCATED IN MANHATTAN IN THE STATE OF NEW YORK.  TO THE EXTENT
      PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO CONSENT TO THE EXCLUSIVE
      JURISDICTION AND VENUE OF THE FOREGOING COURTS AND CONSENT THAT ANY PROCESS
      OR
      NOTICE OF MOTION OR OTHER APPLICATION TO EITHER OF SAID COURTS OR A JUDGE
      THEREOF MAY BE SERVED INSIDE OR OUTSIDE THE STATE OF NEW YORK BY REGISTERED
      MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH PARTY AT ITS ADDRESS SET FORTH
      IN THIS AGREEMENT (AND SERVICE SO MADE SHALL BE DEEMED COMPLETE FIVE (5) DAYS
      AFTER THE SAME HAS BEEN POSTED AS AFORESAID) OR BY PERSONAL SERVICE OR IN SUCH
      OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID
      COURTS.  THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
      TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
      AGREEMENT.

     

    9.7  Waiver. 
      No waiver of any term, provision or condition of this Agreement, whether by
      conduct or otherwise, in any one or more instances, shall be deemed to be,
      or be
      construed as, a further or continuing waiver of any such term, provision or
      condition or as a waiver of any other term, provision or condition of this
      Agreement.

     

    9.8  Assignment.
       The rights and obligations of any party hereto shall inure to the benefit
      of and shall be binding upon the authorized successors and permitted assigns
      of
      such party. None of  the Issuers, SkyTerra or the Purchasers may
      assign this Agreement or any rights or obligations hereunder without the prior
      written consent of the other; provided, however, that the each of
      Purchasers may assign this Agreement in whole or in part to one or more
      Affiliates of the Purchasers, whether presently existing or hereinafter created
      by providing notice in writing to the Issuers and SkyTerra.

     

    9.9  Survival.
       The respective representations and warranties given by the parties hereto
      shall survive the Closing Date and the consummation of the transactions
      contemplated herein and shall expire on the date that is eighteen (18) months
      after  the Closing Date (the “Survival Period”). Accordingly,
      no claim relating to any representation or warranty given by the parties hereto
      applicable to the Closing Date may be made following such
      expiration.  If a claim relating to any representation or warranty
      given by the parties hereto is made on or prior to the expiration thereof,
      then,
      notwithstanding anything to the contrary contained in this Section
      9.9, such representation or warranty shall not so expire, but rather shall
      remain in full force and effect until such time as such claim has been fully
      and
      finally resolved, either by means of a written settlement agreement executed
      on
      behalf of the parties or by means of a final, non-appealable judgment issued
      by
      a court of competent jurisdiction.   The respective covenants and
      agreements agreed to by a party hereto shall survive the Closing Date and the
      consummation of the transactions contemplated herein in accordance with
      their respective terms and conditions.

     

    9.10  Entire
      Agreement.  This Agreement and the Transaction Documents constitute the
      entire agreement between the parties hereto respecting the subject matter hereof
      and supersede all prior agreements, negotiations, understandings,
      representations and statements respecting the subject matter hereof, whether
      written or oral, between the Issuers and the Purchasers.

     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    9.11  Amendments.
       Any amendment, supplement or modification of or to any provision of this
      Agreement and any waiver of any provisions of this Agreement shall be effective
      only if made or given in writing and signed by the Issuers and the
      Purchasers.

     

    9.12  No
      Third Party Rights.  This Agreement is intended solely for the benefit
      of the parties hereto and their respective successors and permitted assigns
      and
      is not intended to confer any benefits upon, or create any rights in favor
      of,
      any Person (including, without limitation, any stockholder or debt holder of
      the
      Issuers or SkyTerra) other than the parties hereto.

     

    9.13  Counterparts.
       This Agreement may be executed in any number of counterparts, each of
      which shall be deemed an original, but all of which together shall constitute
      one and the same document. The parties hereto confirm that any facsimile copy
      of
      another party’s executed counterpart of this Agreement (or its signature page
      thereof) will be deemed to be an executed original thereof.

     

    9.14  Expenses.
       The Issuers shall pay all reasonable, documented fees and expenses in
      connection with the consummation of the transactions contemplated hereby,
      including the fees Bingham McCutchen LLP, outside counsel to the
      Purchasers.

     

     

    [Signature
      pages follow.]

     


    
      
         

      

      
        29

        
          

        

      

      
         

      

    


    


     

    Each
      of the parties hereto has caused a counterpart of this Agreement to be duly
      executed and delivered as of the date first written above.

    


    
      	 	
              MOBILE
                SATELLITE VENTURES LP

            
	 	 	 
	 	
              By:

            	
              /s/
                Scott Macleod

            
	 	 	
              Name:

            	
              Scott
                Macleod

            
	 	 	
              Title:

            	
              Executive
                Vice President and Chief Financial Officer

            
	 	 	 


    

    


    
      	 	
              MOBILE
                SATELLITE VENTURES FINANCE CO.

            
	 	 	 
	 	
              By:

            	
              /s/
                Scott Macleod

            
	 	 	
              Name:

            	
              Scott
                Macleod

            
	 	 	
              Title:

            	
              Executive
                Vice President and Chief Financial Officer

            
	 	 	 


    

    


    
      	 	
              SKYTERRA
                COMMUNICATIONS, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Scott Macleod

            
	 	 	
              Name:

            	
              Scott
                Macleod

            
	 	 	
              Title:

            	
              Executive
                Vice President and Chief Financial Officer

            
	 	 	 


    

    



    
      
              

                  Harbinger
            Securities Purchase Agreement Signature Page      
    

         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              HARBINGER
                CAPITAL PARTNERS MASTER FUND I, LTD.

              By:
                Harbinger Capital Partners Offshore Manager, L.L.C., as investment
                manager

            
	 	 	 
	 	
              By:

            	
              /s/
                William R. Lucas, Jr.

            
	 	 	
              Name:

            	
              William
                R. Lucas, Jr.

            
	 	 	
              Title:

            	
              Executive
                Vice President

            
	 	 	 


    

    


    
      	 	
              HARBINGER
                CAPITAL PARTNERS SPECIAL SITUATIONS FUND, LP

              By:
                Harbinger Capital Partners Special Situations GP, LLC, as general
                partner

            
	 	 	 
	 	
              By:

            	
              /s/
                William R. Lucas, Jr.

            
	 	 	
              Name:

            	
              William
                R. Lucas, Jr.

            
	 	 	
              Title:

            	
              Executive
                Vice President

            
	 	 	 


    

    



    
      
              

                  Harbinger
            Securities Purchase Agreement Signature Page      
    

         

      

      
         

        
          

        

      

      
         

      

    


    


     

    LIST
      OF EXHIBITS

    


    
      	
              Exhibit
                A:

            	
              Form
                of Warrant

            


    

    
      	
              Exhibit
                B:

            	
              Form
                of Registration Rights Agreement

            


    

    
      	
              Exhibit
                C:

            	
              Indenture
                Covenants

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    Exhibit
      A

    Form
      of Warrant

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    Exhibit
      B

    Form
      of Registration Rights Agreement

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    Exhibit
      C

    Indenture
      Covenants

     

     

    A.           AFFIRMATIVE
      COVENANTS

     

    1.           Compliance
      With Laws.  The Indenture shall contain an affirmative covenant
      requiring the Issuer and each of its Subsidiaries to comply with all laws,
      rules
      or regulations applicable to each of them, subject to a Material Adverse Effect
      qualification and other reasonable and customary exceptions.

     

    2.           Maintenance
      of Properties.  The Indenture shall contain an affirmative
      covenant requiring the Issuer and each of its Subsidiaries to maintain and
      keep
      their respective properties in good repair, working order and condition (other
      than ordinary wear and tear) so that the business of the Issuer and its
      Subsidiaries carried on in connection therewith may be properly conducted at
      all
      times, subject to a Material Adverse Effect qualification and other reasonable
      and customary exceptions.

     

    B.           NEGATIVE
      COVENANTS

     

    1.           Pro
      Rata Payment of Notes and Secured Notes from Asset Disposition
      Proceeds.  The Indenture shall contain a negative covenant on
      asset dispositions requiring that the Issuer offer to repurchase the Notes
      on a
      pro rata basis with the Issuer’s related required purchase offer to the holders
      of the Notes issued under (and as defined in the Existing High Yield Indenture)
      and all other Indebtedness existing now or in the future with a similar right;
      provided, however, that the Issuers shall not be required to make any
      such offer in violation of the Existing High Yield Indenture or any secured
      obligations permitted to be incurred by the Existing High Yield Indenture,
      including without limitation, an offer with the net cash proceeds from
      dispositions of the Collateral (as defined in the Existing High Yield Indenture)
      until all obligations under the Existing High Yield Indenture or such other
      secured obligations have been satisfied.