Unassociated Document


    


    COOPERATION
      AGREEMENT

     

    dated
      as of December 20, 2007

     

    by
      and among

     

    MOBILE
      SATELLITE VENTURES LP,

     

    MOBILE
      SATELLITE VENTURES (CANADA) INC.,

     

    SKYTERRA
      COMMUNICATIONS, INC.

     

    and

     

    INMARSAT
      GLOBAL LIMITED

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

    
      	 	 	 	
              Page

            
	
              ARTICLE
                1 - RULES OF CONSTRUCTION

            	
              1

            
	
              Section
                1.1

            	 	
              Defined
                Terms

            	
              1

            
	
              Section
                1.2

            	 	
              General
                Rules of Interpretation

            	
              1

            
	
              Section
                1.3

            	 	
              Headings

            	
              2

            
	
              Section
                1.4

            	 	
              Timing
                of Obligations

            	
              2

            
	
              ARTICLE
                2 - COMMERCIAL TRIALS

            	
              2

            
	
              Section
                2.1

            	 	
              Description
                of Trials

            	
              2

            
	
              Section
                2.2

            	 	
              Selection
                of Areas for Trials; Operational Parameters

            	
              2

            
	
              Section
                2.3

            	 	
              Involvement
                of Inmarsat in Trials

            	
              2

            
	
              Section
                2.4

            	 	
              Costs

            	
              3

            
	
              Section
                2.5

            	 	
              Spectrum
                for the Trials

            	
              3

            
	
              Section
                2.6

            	 	
              Mutual
                Support for the Trials and Phase 1 Implementation

            	
              3

            
	
              ARTICLE
                3 - COORDINATION OF L-BAND SPECTRUM

            	
              4

            
	
              Section
                3.1

            	 	
              Commitments
                Regarding Coordination

            	
              4

            
	 	
              (a)

            	
              General

            	
              4

            
	 	
              (b)

            	
              Full
                Benefits of the Trials, the Plans, and the Arbitrations

            	
              4

            
	 	
              (c)

            	
              Multi-lateral
                Coordination

            	
              5

            
	 	
              (d)

            	
              Overall
                Purposes of Coordination

            	
              6

            
	
              Section
                3.2

            	 	
              Spectrum
                Plans; Usage of L-band Spectrum by the Parties

            	
              6

            
	 	
              (a)

            	
              The
                Phase 0 Spectrum Plan

            	
              6

            
	 	
              (b)

            	
              The
                Phase 1 and Phase 1A Spectrum Plans

            	
              9

            
	 	
              (c)

            	
              The
                Phase 1 Alternative Spectrum Plans

            	
              12

            
	 	
              (d)

            	
              The
                Phase 2 Spectrum Plan

            	
              13

            
	 	
              (e)

            	
              Default
                Spectrum Plans

            	
              14

            
	 	
              (f)

            	
              [This
                paragraph intentionally omitted.]

            	
              15

            
	 	
              (g)

            	
              Transitions
                to Different Spectrum Plans

            	
              15

            
	 	
              (h)

            	
              Additional
                Transition Actions

            	
              16

            
	 	
              (i)

            	
              Transition
                Costs

            	
              16

            
	
              Section
                3.3

            	 	
              Spectrum
                Sharing

            	
              16

            
	 	
              (a)

            	
              Scope

            	
              16

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Term
                and Termination

            	
              17

            
	 	
              (c)

            	
              Process
                for Implementing the L-band Coordination Plan

            	
              17

            
	
              Section
                3.4

            	 	
              Access
                to Additional L-Band Spectrum

            	
              18

            
	
              Section
                3.5

            	 	
              ATC
                Operations

            	
              20

            
	
              ARTICLE
                4 - PAYMENTS TO INMARSAT

            	
              20

            
	
              Section
                4.1

            	 	
              Payment
                on Effective Date

            	
              20

            
	
              Section
                4.2

            	 	
              Payment
                on Giving the Phase 1 Notice

            	
              21

            
	
              Section
                4.3

            	 	
              Payment
                of the Phase 1 Compensation

            	
              21

            
	 	
              (a)

            	
              Transition
                Acceleration

            	
              21

            
	 	
              (b)

            	
              Transition
                Payment

            	
              22

            
	
              Section
                4.4

            	 	
              Payment
                on Completion of Implementation of Phase 1 Transition

            	
              22

            
	
              Section
                4.5

            	 	
              Phase
                2 Annual Payments

            	
              23

            
	 	
              (a)

            	
              Size
                of the Phase 2 Annual Payments

            	
              23

            
	 	
              (b)

            	
              Early
                Termination and Notice

            	
              23

            
	 	
              (c)

            	
              Payment
                Default

            	
              25

            
	
              Section
                4.6

            	 	
              Fair
                Market Value

            	
              25

            
	
              Section
                4.7

            	 	
              Taxes

            	
              26

            
	
              Section
                4.8

            	 	
              Interest
                on Late Payments

            	
              26

            
	
              ARTICLE
                5 - REGULATORY FILINGS AND SIMILAR MATTERS

            	
              27

            
	
              Section
                5.1

            	 	
              Withdrawal
                of Pending Filings

            	
              27

            
	
              Section
                5.2

            	 	
              New
                Filings

            	
              27

            
	
              Section
                5.3

            	 	
              Meetings
                with Administrations

            	
              28

            
	
              Section
                5.4

            	 	
              Further
                Communications from and with Administrations, Other Regulatory Agencies,
                or the ITU

            	
              28

            
	 	
              (a)

            	
              Communications
                from Administrations, Other Regulatory Agencies or the ITU

            	
              28

            
	 	
              (b)

            	
              Communications
                with Administrations, Other Regulatory Agencies or the ITU

            	
              28

            
	
              Section
                5.5

            	 	
              Implementation
                of the L-band Coordination Plan

            	
              29

            
	
              ARTICLE
                6 - REPRESENTATIONS AND WARRANTIES; COVENANTS

            	
              31

            
	
              Section
                6.1

            	 	
              Representations
                of Inmarsat

            	
              31

            
	
              Section
                6.2

            	 	
              Representations
                of the MSV Parties

            	
              31

            
	
              Section
                6.3

            	 	
              Limitation
                on Representations and Warranties

            	
              32

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                6.4

            	 	
              Contingent
                Reciprocal License Grant

            	
              32

            
	
              Section
                6.5

            	 	
              Export
                Control Regulations

            	
              32

            
	
              Section
                6.6

            	 	
              Compliance

            	
              32

            
	
              Section
                6.7

            	 	
              Actions
                by Affiliates and Other Third Parties

            	
              33

            
	
              Section
                6.8

            	 	
              Public
                Announcements and Disclosures

            	
              33

            
	
              Section
                6.9

            	 	
              Further
                Assurances

            	
              33

            
	
              ARTICLE
                7 - TERM AND TERMINATION

            	
              34

            
	
              Section
                7.1

            	 	
              Term

            	
              34

            
	
              Section
                7.2

            	 	
              Termination

            	
              34

            
	
              Section
                7.3

            	 	
              Regulatory
                Change

            	
              35

            
	
              Section
                7.4

            	 	
              Force
                Majeure

            	
              35

            
	
              Section
                7.5

            	 	
              Survival

            	
              36

            
	
              ARTICLE
                8 - INDEMNIFICATION

            	
              36

            
	
              Section
                8.1

            	 	
              Indemnification
                by the Parties; Limitation of Liability

            	
              37

            
	
              Section
                8.2

            	 	
              Indemnification
                Procedure

            	
              38

            
	
              Section
                8.3

            	 	
              Protection
                of Proprietary Technology

            	
              38

            
	
              ARTICLE
                9 - MISCELLANEOUS

            	
              39

            
	
              Section
                9.1

            	 	
              Confidentiality

            	
              39

            
	
              Section
                9.2

            	 	
              Notices

            	
              39

            
	
              Section
                9.3

            	 	
              Binding
                Effect, Successors and Assigns

            	
              40

            
	
              Section
                9.4

            	 	
              Amendments
                and Waivers

            	
              41

            
	
              Section
                9.5

            	 	
              Allocation
                Between MSVLP, MSV Canada and SkyTerra

            	
              41

            
	
              Section
                9.6

            	 	
              Governing
                Law

            	
              41

            
	
              Section
                9.7

            	 	
              Disputes;
                Exclusive Jurisdiction; Waiver of Jury Trial

            	
              41

            
	
              Section
                9.8

            	 	
              Time
                of the Essence; Remedies; Specific Performance

            	
              42

            
	
              Section
                9.9

            	 	
              No
                Implied Waivers

            	
              42

            
	
              Section
                9.10

            	 	
              Relationship

            	
              42

            
	
              Section
                9.11

            	 	
              Severability

            	
              43

            
	
              Section
                9.12

            	 	
              Interpretation

            	
              43

            
	
              Section
                9.13

            	 	
              Expenses

            	
              43

            
	
              Section
                9.14

            	 	
              Compliance
                with Law

            	
              43

            
	
              Section
                9.15

            	 	
              No
                Recourse

            	
              43

            
	
              Section
                9.16

            	 	
              No
                Reliance

            	
              43

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                9.17

            	 	
              Entire
                Agreement

            	
              43

            
	
              Section
                9.18

            	 	
              Counterparts

            	
              44

            


    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    INDEX
      OF EXHIBITS

     

    
      
        	
                Exhibit

              	 	
                Subject

              
	 	 	 
	
                A

              	 	
                Definitions

              
	 	 	 
	
                B

              	 	
                Possible
                  Trial Markets

              
	 	 	 
	
                B1

              	 	
                Form
                  of Subscription Agreement

              
	 	 	 
	
                B2

              	 	
                Form
                  of Registration Rights Agreement

              
	 	 	 
	
                B3

              	 	
                Phase
                  0 Block Loan Agreement (and Form to be Conformed for Commercial
                  Trial
                  Loans)

              
	 	 	
                 

              
	 	 	
                Technical
                  and Coordination Matters in Exhibits
                  C-V

              


      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    
       

      
        COOPERATION
          AGREEMENT

         

        This
          Cooperation
          Agreement
          (the
“Agreement”),
          dated
          as of December 20, 2007, is by and between Mobile Satellite Ventures LP,
          a
          Delaware limited partnership (“MSVLP”),
          Mobile Satellite Ventures (Canada) Inc., an Ontario corporation (“MSV
          Canada”),
          and
          SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra,”
and,
          together with MSVLP and MSV Canada, the “MSV
          Parties”
and
          each an “MSV
          Party”),
          on
          the one hand, and Inmarsat Global Limited, a company incorporated under
          the laws
          of England and Wales (“Inmarsat”
and,
          together with the MSV Parties, collectively the “Parties”
and
          each individually a “Party”),
          on
          the other hand.

         

        WHEREAS,
          each of
          the MSV Parties and Inmarsat, directly and/or through their subsidiaries
          and
          affiliates, have different satellite platforms, regulatory authorizations,
          L-band licenses, technologies, proprietary intellectual property, and
          capabilities for deploying mobile satellite services (“MSS”)
          with
          or without integrated ancillary terrestrial component (“ATC”)
          technology and with respect to current and future mobile satellite
          services;

         

        WHEREAS,
          each of
          the MSV Parties and Inmarsat desire to increase and make more efficient
          use of
          the L-band spectrum resource and the accompanying orbital resources to
          provide
          competitive and innovative, cost-effective communications solutions to
          end users
          in North America, including to rural and remote users, emergency responders
          and
          the homeland security community; and

         

        WHEREAS,
          the
          Parties wish to provide for greater certainty with respect to satellite
          coordination of the L-band for North American operations, future assignments
          and
          use of the L-band spectrum, and certain technical and operational
          issues.

         

        NOW,
          THEREFORE,
          in
          consideration of the foregoing premises and the mutual covenants and agreements
          contained herein, and other good and valuable consideration, the receipt
          and
          sufficiency of which are hereby acknowledged, the Parties hereto, intending
          to
          be legally bound, do hereby agree as follows:

         

        ARTICLE
          1 - RULES OF CONSTRUCTION

         

        Section
          1.1 Defined Terms. The terms set forth
          in Exhibit A or any other Exhibit hereto, as used in this Agreement, have
          the meanings ascribed thereto at Exhibit A or such other
          Exhibit.

         

        Section
          1.2 General
          Rules of Interpretation.
          Whenever the context requires, any pronoun shall include the corresponding
          masculine, feminine and neuter forms. The words “or” and “any” are not exclusive
          and the words “include,” “includes” and “including” shall be deemed to be
          followed by the phrase “without limitation.” Except as specifically otherwise
          provided in this Agreement, a reference to an Article, Section or Exhibit
          is a
          reference to an Article or Section of this Agreement or an Exhibit hereto,
          and
          the terms “hereof,” “herein,” and other like terms refer to this Agreement as a
          whole, including the Exhibits hereto. The terms “Dollars”
and
          “$”
shall
          mean United States Dollars.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Section
          1.3 Headings.
          The
          division of this Agreement into Articles and Sections and the insertion
          of
          headings are for convenience of reference only and shall not affect the
          construction or interpretation of this Agreement.

         

        Section
          1.4 Timing
          of Obligations.
          As
          described below, various obligations of the Parties are effective upon
          the
          signing of this Agreement by all the Parties (the “Signing
          Date”)
          or at
          a specific time that is tied to the Signing Date and other obligations
          of the
          Parties are effective upon the Effective Date or thereafter.

         

        ARTICLE
          2 - COMMERCIAL TRIALS

         

        Section
          2.1 Description of Trials. Commencing on
          the Effective Date, the MSV Parties shall be entitled to conduct a program
          of
          limited trials and demonstrations, with partners of their choosing, to
          test
          broadband and other applications utilizing the spectrum blocks identified
          in
          Section 2.5 below coordinated for use by the MSV Parties and Inmarsat,
          in a
          single land-locked area in the United States or Canada in accordance with
          the
          provisions of Section 2.2 below (the “Trials”). The
          Trials may be conducted by the MSV Parties, at their sole discretion, until
          the
          later of September 1, 2011 and, if the MSV Parties deliver a Phase 1 Notice
          in
          accordance with Section 3.2(b)(i) below, the Phase 1 Completion Date (such
          later
          date, the “Trials End Date”) provided always, that the MSV
          Parties at their election may terminate the Trials at any earlier time
          and the
          date of such voluntary termination shall then (except for purposes of Section
          2.6 below) be the Trials End Date. For the avoidance of doubt, notwithstanding
          the foregoing, the MSV Parties may in their absolute discretion commence
          in any
          part of North America any trial deployed using L-band spectrum designated
          for
          their use in the Spectrum Plan then in effect hereunder, provided always,
that in any such case the MSV Parties comply in full with the
          provisions of this Agreement relating to such Spectrum Plans, including
          the
          inter-system interference parameters set out at Section 3.5 below (and
          in the
          Exhibits referred to therein, including Exhibit N or N Prime, as
          applicable). 

         

        Section
          2.2 Selection
          of Areas for Trials; Operational Parameters.
          The MSV
          Parties shall select in their absolute discretion one of the Possible Trial
          Markets listed in Exhibit
          B
          as the
          market in which to conduct the Trials. If the MSV Parties wish to conduct
          the
          Trials in a market other than one of the Possible Trial Markets listed
          in
Exhibit
          B,
          the MSV
          Parties shall not be permitted to conduct a Trial in such market unless
          Inmarsat
          agrees in writing in advance. The MSV Parties shall conduct the Trials
          in
          accordance with the technical and operating parameters set forth in Exhibit
          N Prime
          and with
          a view to minimizing potential interference to MSS terminals. Inmarsat
          agrees
          that, to the extent any of the end users of its MSS (“End
          Users”)
          receive harmful interference as a result of Trials which have been operated
          in a
          Possible Trial Market listed in Exhibit
          B
          (or
          other agreed market) exclusively within the technical and operating parameters
          set forth in Exhibit
          N Prime,
          Inmarsat will be responsible for working with those customers to provide
          suitable alternatives and will not request (in a regulatory forum or otherwise)
          any action by the MSV Parties that may restrict such Trials.

         

        Section
          2.3 Involvement
          of Inmarsat in Trials.
          The MSV
          Parties shall provide Inmarsat with full and unrestricted access to the
          Trials
          conducted in accordance with the above provisions, including access to
          all
          technical, operating and customer data that is generated by the Trials,
          provided
          that all such information will be deemed proprietary to the MSV Parties
          and
          subject to the confidentiality provisions of Section
          9.1
          hereof.
          The MSV Parties shall consult with Inmarsat at least on a quarterly basis
          regarding the establishment, development, progress and relative success
          of the
          Trials and will have due regard to the reasonable views and recommendations
          of
          Inmarsat regarding such matters.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        Section
          2.4 Costs.
          Implementation of the Trials shall be exclusively the responsibility and
          at the
          cost of the MSV Parties, and Inmarsat shall have no obligation to itself
          incur
          any costs or to reimburse any of the MSV Parties for any costs that the
          MSV
          Parties may incur, in relation to the same. Any and all costs incurred
          by any of
          the Parties relating to the Trials contemplated by this Article 2, and
          their
          related filings, will be exclusively for the account of the MSV Parties
          provided
          that (a) those costs incurred by Inmarsat in connection with providing
          suitable alternatives to its customers, as described in Section
          2.2
          above,
          and (b) those additional costs incurred by and at the discretion of
          Inmarsat for its benefit (e.g., additional consultants and Inmarsat travel
          attendance) shall be exclusively for the account of Inmarsat.

         

        Section
          2.5 Spectrum
          for the Trials.
          The
          Trials shall be conducted in the frequencies 1545-1557/1646.5-1658.5 MHz
          (the
“Trial
          Frequencies”)
          and
          for such purpose Inmarsat shall make available free of charge to the MSV
          Parties, in the geographic area of the Trials only, any spectrum currently
          utilized by Inmarsat (or made available to Inmarsat under the Phase 0 Spectrum
          Plan) and forming part of the Trial Frequencies, by way of a grant of temporary
          use, for the purposes of the Trials only, which shall terminate automatically
          on
          the Trials End Date. In the event that the Trials cannot be conducted within
          the
          Trial Frequencies because of government or other unrelated unilateral third
          party actions or inactions, the Parties agree that they will respectively
          use
          their commercially reasonable efforts to (a) remedy the situation,
          including through consideration of alternative geographic area locations
          (which
          the MSV Parties may propose) as Possible Trial Markets with reasonably
          acceptable characteristics, in order to make fully available the Trial
          Frequencies for the Trials, failing achievement of which (b) make available
          alternative spectrum for the Trials to ensure that each Party obtains the
          full
          benefit of the Trials (in accordance with the provisions of Section
          3.1(b)
          below).
          To the extent any of the spectrum used for the Trials is currently, or
          becomes,
          utilized by Inmarsat hereunder, the MSV Parties will enter into a spectrum
          loan
          agreement with respect to such Inmarsat spectrum for the term of the Trials
          in
          the form of the Phase 0 Block Loan Agreement (Exhibit
          B3),
          mutatis mutandis with changes to reflect the spectrum to be used, the term
          of
          the use by the MSV Parties and otherwise consistent with the provisions
          of this
Section
          2.5.

         

        Section
          2.6 Mutual
          Support for the Trials and Phase 1 Implementation.
          The
          Parties agree that the Trials are intended to be a precursor to enable
          the MSV
          Parties to secure a commercial partner and to move ahead with one or more
          partners in a full-scale implementation of a hybrid MSS/ATC service supporting
          a
          UMB, Wimax, LTE or other communications service to the North American mass
          consumer market and based on adoption of either the Phase 1 Spectrum Plan
          or the
          Phase 1A Spectrum Plan leading through a commercial scale-up to adoption
          of the
          Phase 2 Spectrum Plan within the time frames stipulated for adoption of
          those
          Spectrum Plans (the “Purpose”).
          The
          Parties agree to use their respective best commercial efforts expeditiously
          to
          advance the Purpose and to do no act or thing which would or would be likely
          to
          detract from the Purpose, from the Signing Date (i) until December 31,
          2009 and,
          (ii) in the event that the Effective Date has occurred, until the Trials
          End
          Date (the “Minimum
          Period”).
          In
          order to facilitate such purpose, during the Minimum Period, Inmarsat shall
          cooperate with and affirmatively support the MSV Parties’ efforts in respect of
          the Trials implemented in accordance with this Agreement, including supporting
          the MSV Parties’ requests for necessary regulatory approvals. In addition to the
          foregoing, the MSV Parties agree to use their respective best efforts to
          procure
          the expeditious completion of the Triggering Investment in order to cause
          the
          Effective Date to occur.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

      

    

    ARTICLE
      3 - COORDINATION OF L-BAND SPECTRUM

     

    Section
      3.1 Commitments
      Regarding Coordination.

     

    (a) General.
      The
      Parties’ coordination of the operation of their respective L-band systems
      includes: (i) the use of spectrum by the MSV Parties and Inmarsat with
      respect to their North American operations as set forth in the Phase 0 Spectrum
      Plan (as defined in Section
      3.2(a)
      hereof),
      the Phase 1 Spectrum Plan (as defined in Section
      3.2(b)
      hereof),
      the Phase 1A Spectrum Plan (as defined in Section
      3.2(b)
      hereof),
      the Phase 1 Alternative Spectrum Plans (as defined in Section
      3.2(c)
      hereof),
      the Phase 2 Spectrum Plan (as defined in Section
      3.2(d)
      hereof)
      and the Primary Default Spectrum Plan (as defined in Section 3.2(e) hereof,
      and,
      collectively with the Phase 0 Spectrum Plan, the Phase 1 Spectrum Plan, the
      Phase 1A Spectrum Plan, the Phase 1 Alternative Spectrum Plans and the Phase
      2
      Spectrum Plan, the “Spectrum
      Plans”);
      (ii) ongoing agreement and coordination between the Parties relating to the
      development and maintenance of spectrum coordination, loan, re-use, assignment
      and/or other mechanisms to make available third party L-band spectrum or space
      segment capacity in ITU Region 2 as detailed in Section
      3.4
      below
      and in Exhibit M (the “Third
      Party Spectrum Plans”),
      which
      support and are integrated in the Spectrum Plans; (iii) agreement on a
      comprehensive L-band Coordination Plan (as set out in Section 3.3 and
Exhibit
      L)
      that
      incorporates the Spectrum Plans and the Third Party Spectrum Plans and specific
      parameters to which the Parties have already agreed; and (iv) agreement on
      the
      terms for operation of ATC in ITU Region 2 (as set out in Section
      3.5
      and
Exhibits
      N,
      N
      Prime, T, U and V)
      and as
      set out in Exhibit M with regard to each of the provisions (i)-(iv) above as
      applicable. The Spectrum Plans, the Third Party Spectrum Plans, the L-band
      Coordination Plan, and the terms for operation of ATC are collectively referred
      to herein as the “Plans.”
      

     

    (b) Full
      Benefits of the Trials, the Plans,
      and the Arbitrations.
      The
      Parties agree to use their respective best commercial efforts to take all
      actions (or omit to take actions) necessary or desirable in order to ensure
      that
      each Party obtains the full benefit of the Trials in accordance with Article
      2
      above, the Plans in accordance with the provisions of this Article 3, the
      results of any Disputed Spectrum arbitration in accordance with Section
      3.2,
      L-band
      Coordination Plan arbitration in accordance with Section
      3.3,
      or ATC
      arbitration in accordance with Section 3.5 (together the “Arbitrations”)
      or
      other benefits of the Parties described hereunder. The Parties shall provide
      for
      satellite and spectrum coordination and use that is consistent with the Plans
      (including, in the event of any default, any modification to a previously
      operative, or adoption of an agreed, Spectrum Plan), in each Party’s future
      commercial relationships and operators’ agreements (including any renewals or
      extensions of existing commercial relationships and operators’ agreements) and
      in its correspondence and actions with or before the ITU, all relevant
      Administrations and third party coordination agreements. Without limiting the
      generality of the foregoing, the Parties agree that if, at any time, any
      particular Trial, Plan, Arbitration or other benefit hereunder cannot readily
      be
      made available to the Parties or any of them hereunder in accordance with the
      terms of this Agreement because the Administrations or other third parties
      indicate disapproval of any of the same, then, subject to compliance with
      applicable regulatory and legal requirements, the Parties shall use their
      respective best commercial efforts (except as otherwise specified in relation
      to
      any rights hereunder) to take all actions (a) to remedy the situation, to
      make fully available the full benefit of the Trials in accordance with Article
      2
      above, the Plans in accordance with the provisions of this Article 3 (including,
      in the event of any default, or any modification to a previously operative,
      or
      adoption of an agreed, Spectrum Plan), the Arbitrations in accordance with
      Sections 3.2, 3.3 and 3.5, and/or all other benefits of the Parties as described
      hereunder, failing achievement of which (b) to enter into alternative
      commercial contractual arrangements (including, for example, capacity lease
      or
      similar agreements) to the extent necessary to ensure that the Parties realize
      operational and commercial benefits that mirror, as closely as possible, the
      operational and commercial benefits intended to be derived from the Trials,
      the
      Plans, the Arbitrations, and/or other benefits hereunder as aforesaid, without
      net incremental cost or benefit to each other for access to the full benefit
      of
      the Trials, Plans, Arbitrations, and/or other benefits hereunder. 

     

    
      
        
        

      

      
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    (c) Multi-lateral
      Coordination.
      The
      Parties agree that the 1999 SSA adopted pursuant to the Mexico City MOU, the
      underlying technical parameters of those arrangements, and subsequent bilateral
      arrangements, as modified by the provisions of this Agreement and by the Plans
      to be implemented pursuant to this Agreement, comprise a multilateral
      international spectrum coordination arrangement among the Parties under the
      Mexico City MOU. The Parties will use their best commercial efforts to implement
      this Agreement and the Plans (as modified from time to time under this
      Agreement), inter
      alia,
      through
      bilateral and/or multilateral temporary loans as provided in the Mexico City
      MOU, and also, to the extent provided in Article 3 hereof and Exhibit
      M,
      by
      seeking to implement certain Spectrum Plans through changes to their respective
      frequency assignments under the Mexico City MOU or other mutually agreed means.
      Such changes to the Parties’ respective frequency assignments may be sought, as
      appropriate, by seeking superseding spectrum sharing agreement(s) thereunder
      (each an “SSA”),
      modifying the Mexico City MOU, and/or replacing the annual SSAs with more
      long-term agreements. 

     

    (d) Overall
      Purposes of Coordination.
      As
      further provided in this Agreement, the Parties agree to use their respective
      best commercial efforts (i) to implement the Spectrum Plans contemplated by
      this Agreement by establishing spectrum usage rights with the Administrations,
      with any other appropriate regulatory authorities and with any and all affected
      satellite system operators and (ii) to enjoy the benefits thereof on an
      ongoing basis including, as applicable, pursuant to commercial agreements,
      bilateral or multilateral operator-to-operator agreements, ITU coordination
      agreements, and/or through regulatory action of the ITU, FCC, Industry Canada,
      Ofcom, and/or any other relevant regulatory body. The Parties shall take all
      actions in support of (and none against) the utilization of the L-band in ITU
      Region 2 as may be required pursuant to the terms of this Agreement or as may
      reasonably be requested by any Party in order to implement such terms. The
      Parties shall not seek to amend, delay or accelerate the Plans or other
      arrangements contemplated by this Article 3, or act in any way contrary to
      such
      Plans and arrangements, except by prior written agreement. 

     

    
      
        
        

      

      
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    Section
      3.2 Spectrum
      Plans; Usage of L-band Spectrum by the Parties. 

     

    (a) The
      Phase 0 Spectrum Plan.
      Except
      as described to the contrary herein, the Phase 0 Spectrum Plan, as described
      in
Exhibit
      D,
      shall
      take effect on the Signing Date and remain in effect until the Parties
      transition to (i) either the Phase 1 Spectrum Plan or the Phase 1A Spectrum
      Plan in accordance with Section
      3.2(b)
      hereof,
      or (ii) any of the Phase 1 Alternative Spectrum Plans in accordance with
Section
      3.2(c)
      hereof,
      in which event the provisions of such subsequent applicable Spectrum Plan will
      supersede and replace the arrangements in this Section
      3.2(a).

     

    (i) Disputed
      Spectrum.
      In
      order
      to resolve existing disputes amongst MSVLP, MSV Canada, Inmarsat, and their
      Related Parties, as defined herein, regarding access to certain L-band
      frequencies addressed in the 1999 SSA and subsequent arrangements, which
      frequencies are identified in Exhibit
      C
      (such
      frequencies, the “Disputed
      Spectrum”),
      the
      Parties agree that:

     

    (A) The
      Parties will effect mutual loans and right of use swaps in accordance with
      the
      Phase 0 Spectrum Plan to ensure that Inmarsat shall continue to have use of
      spectrum equivalent in amount to the Disputed Spectrum (the “Tolled
      Spectrum”)
      from
      the Signing Date until the earlier of (1) the sixth anniversary of the Signing
      Date (the “Sixth
      Anniversary”)
      and
      (2) the date on which the Phase 1 Condition is satisfied (the “Tolling
      Period”).
      Such
      Tolled Spectrum includes portions of the band segments that comprise the
      Disputed Spectrum and is identified more specifically in Exhibit
      D.

     

    (B) To
      preserve the Parties’ respective legal claims and rights with respect to the
      Disputed Spectrum and the Tolled Spectrum, each Party agrees that the Tolling
      Period shall be excluded when determining whether any civil or administrative
      claim is time-barred by statute of limitations, laches or any other time-related
      defenses. Each Party further agrees that it will not assert or argue in any
      civil or regulatory forum that the other Party has failed to act in a timely
      fashion and will not plead any statute of limitations, laches or other similar
      defense to any civil or regulatory action. Each Party agrees that the continued
      use of any portions of the Tolled Spectrum by the other Parties during the
      Tolling Period, as contemplated by the Phase 0 Spectrum Plan, shall not be
      asserted or claimed by any Party to be a waiver or estoppel of the other Party’s
      rights or claims regarding the Disputed Spectrum or the Tolled Spectrum, nor
      shall such continued use be asserted as any similar defense or counter claim.
      This provision shall not apply to toll any applicable limitations period for
      any
      claim or cause of action based on a new, distinct or different transaction
      or
      occurrence unrelated to the Disputed Spectrum or the Tolled
      Spectrum.

     

    (C) In
      the
      event that either (1) the Phase 1 Condition has been satisfied or (2) the MSV
      Parties have elected under Section 3.2(c)(ii) to implement the Phase 1
      Alternative Spectrum Plan – Without Intended Spectrum, then the MSV Parties
      shall forthwith be deemed to have unconditionally and irrevocably withdrawn
      their dispute against Inmarsat in relation to the Disputed Spectrum and shall
      in
      full and final settlement of such dispute be deemed to have provided Inmarsat
      with full rights of use to all of the Tolled Spectrum. 

     

    
      
        
        

      

      
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    (D) From
      September 1, 2011, in the event that (1) the Phase 1 Condition has not been
      satisfied and (2) the MSV Parties have not elected under Section 3.2(c)(ii)
      to
      implement the Phase 1 Alternative Spectrum Plan – Without Intended
      Spectrum, the Parties agree to submit to binding arbitration for resolution
      of
      their respective rights with respect to the Disputed Spectrum, which may be
      initiated by the MSV Parties in their absolute discretion at any time thereafter
      and prior to the Sixth Anniversary in accordance with sub-paragraph (E) below.
      The Parties agree that the arbitral decision shall solely determine rights
      of
      use to the Disputed Spectrum and no damages shall be the subject matter of
      determination by the arbitrator. Costs with respect to the arbitration process
      to be incurred by the Parties shall be shared equally, it being understood
      that
      each Party’s respective expenses for participation in the arbitration,
      preparation for the arbitration and defense of their respective positions shall
      be borne solely by each respective Party. The Parties agree in the context
      of
      the arbitration, that if any Disputed Spectrum is awarded to the MSV Parties
      by
      the arbitrator, Inmarsat shall transition the use of a like amount of the Tolled
      Spectrum to the MSV Parties on or before the later of (a) the Sixth Anniversary
      and (b) the date falling twelve months following the arbitral award, and such
      transfer shall be in full satisfaction of the arbitral award and the dispute
      between the Parties relating to the Disputed Spectrum. Other than as provided
      above, neither Party shall bring any claim or pursue any legal or other remedies
      in any court or other venue with respect to such Party’s claims regarding the
      Disputed Spectrum, except if necessary to enforce provisions of this Agreement
      implementing the arbitrator’s award. Without limiting the generality of the
      foregoing, each Party hereby waives any claims or defenses of forum non
      conveniens, subject matter jurisdiction, waiver, estoppel, laches, or other
      similar claims or defenses to the bringing or pursuit of any such claims
      regarding the Disputed Spectrum. Each Party further agrees (i) that arbitration
      with respect to the Disputed Spectrum as set forth above shall be conclusive
      and
      may be enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by law, and (ii) to fully cooperate in seeking to implement
      such
      arbitral determination of their respective rights to the Disputed Spectrum
      with
      the Administrations, other regulatory authorities and governmental bodies,
      and
      under the Mexico City MOU. The Parties further agree that, if such arbitrator
      finds in favor of the MSV Parties, in whole or in part, the MSV Parties shall
      be
      assigned the use of frequencies from the Tolled Spectrum as described above
      (the
“New
      MSV Frequencies”)
      in
      such a manner as to provide the MSV Parties with as much additional contiguity
      as possible while reducing Inmarsat’s contiguity as little as possible, provided
      however, that such additional spectrum shall be made available for the use
      of
      the MSV Parties only during such time as the Phase 0 Spectrum Plan is operative.
      Inmarsat agrees to take whatever actions are necessary to cease its operations
      using the New MSV Frequencies, so as to permit the MSV Parties to begin
      operations on all such frequencies by the later of (a) the Sixth Anniversary
      and
      (b) the date falling twelve (12) months following the arbitral
      award.

     

    
      
        
        

      

      
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    (E) Binding
      arbitration in accordance with sub-paragraph (D) above shall be administered
      by
      the American Arbitration Association (“AAA”) in accordance with its most
      expedited commercial arbitration rules, consistent with the intent of the
      Parties to resolve the dispute with a final arbitration decision within six
      (6)
      months of initiating the process. Unless the Parties can otherwise agree on
      an
      arbitrator within ten (10) days of initiation of the arbitration process, the
      AAA will provide a list of arbitrators. In such case, each Party will be
      permitted to strike one name from a list of arbitrators provided by the AAA
      and
      the AAA will then choose the arbitrator(s) from the remaining names. Any award,
      order or judgment pursuant to the arbitration is final and may be entered and
      enforced in any court of competent jurisdiction. The arbitration shall be held
      in New York, New York and the arbitrator(s) shall apply New York
      law.

     

    (ii) Phase
      0 Block Loan. The
      MSV
      Parties shall loan and thereby make available for no consideration further
      L-band spectrum designated in the Phase 0 Spectrum Plan as “Phase
      0 Block”
to
      Inmarsat until the earlier of (1) the Phase 1 Completion Date and (2) the
      Sixth Anniversary; provided
      always,
      that in
      the event that Phase 1 Transition is still being implemented at the Sixth
      Anniversary, the term of the loan will be extended to the Phase 1 Completion
      Date, though later and provided further, for the avoidance of doubt, that in
      the
      event that either the Primary Default Spectrum Plan or the Alternative Default
      Spectrum Plan is brought into effect under this Agreement, the Phase 0 Block
      Loan shall be superseded by such Spectrum Plan. The terms governing the loan
      of
      the Phase 0 Block, and Inmarsat’s use of such spectrum, shall be as set forth in
      a definitive loan agreement substantially in the form attached as Exhibit
      B3
      (the
“Phase
      0 Block Loan Agreement”).

     

    (iii) Access
      to North America. The
      Parties shall use their respective best commercial efforts to ensure that
      frequencies made available to each of the Parties under the Phase 0 Spectrum
      Plan (including for the avoidance of doubt, with respect to Inmarsat, the Tolled
      Spectrum and the Phase 0 Block) shall for the duration of the Phase 0 Spectrum
      Plan be available for use by such Party or Parties and its Related Parties
      for
      their activities in North America without restriction (except as set out in
      this
      Agreement and the provisions of the Phase 0 Block Loan Agreement).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (iv) Phase
      0 Implementation.
      Promptly
      following the Signing Date, the Parties agree to take all actions necessary
      to
      complete the transition of their respective agreed spectrum usage to the
      spectrum designations shown in the Phase 0 Spectrum Plan, so that the L-band
      spectrum in ITU Region 2 will be made available for the Parties’ respective use
      in accordance with the Phase 0 Spectrum Plan (the “Phase
      0 Transition”).
      The
      Phase 0 Transition shall occur as soon as practicable after the Signing Date
      (consistent with the orderly transition of all the Parties’ respective affected
      customers and affected services), and in any event shall be completed no later
      than six (6) months following the Signing Date, provided however that MSVLP
      shall have twelve (12) months following the Signing Date to migrate customers
      receiving services pursuant to the Private Network Satellite Services Agreement
      executed by and between MSVLP and Geologic Solutions, Inc., as amended on August
      1, 2007 (the “Geologic
      Migration”).
      On
      and from the Signing Date, Inmarsat may operate on spectrum designated for
      use
      to Inmarsat in the Phase 0 Spectrum Plan and not currently utilized by it to
      the
      extent that Inmarsat can reasonably do so without causing harmful interference
      to the MSV Parties’ operations not yet transitioned from that spectrum and
      provided further that by doing so Inmarsat does not prejudice or delay the
      expeditious completion of the Phase 0 Transition in accordance with the above
      provisions. Moreover, a reasonable delay of up to three (3) months may be
      permitted for the Parties to complete the Phase 0 Transition (other than the
      Geologic Migration), provided that the obligated Party promptly provides notice
      of any potential delay to the other Parties as soon as such Party becomes aware
      of the possibility of the same. For such purposes, “reasonable delay” shall mean
      any delay caused either by (1) required regulatory approvals that are not
      obtained despite the obligated Party’s best commercial efforts undertaking to
      obtain such approvals on a timely basis to avoid such delay; and/or (2)
      regulatory compliance or requirements that cause delay despite the obligated
      Party’s best commercial efforts undertaking to expedite such compliance and the
      performance of such requirements; and/or (3) inability to avoid delay because
      of
      third party hardware or software component obsolescence, shortages, or
      development, distribution, change-out or installation delays or similar events
      that were beyond the reasonable control of the obligated Party, provided,
      however,
      that in
      any event falling under items (1) to (3) above the timely obligations under
      this
      Agreement (including with respect to Phase 0 Transition activities) are not
      conditioned or qualified in any way by (a) the rights of the MSV Parties or
      their distribution partners and their service providers (provided that it is
      understood that delays caused by end customers shall fall potentially within
      the
      criteria of item (3) above provided the same was beyond the reasonable control
      of the obligated Party using best commercial efforts undertaken to expedite
      timely transition), (b) the costs to be incurred by the MSV Parties, or the
      liability that the MSV Parties may incur to any of its Related Parties in
      effecting the Phase 0 Transition, or (c) the costs that would have been incurred
      by any of the MSV Parties to compensate hardware or software manufacturers
      or
      developers to implement a timely Phase 0 Transition within the period scheduled
      for transition under this Section
      3.2(a)(iv). 

     

    (b) The
      Phase 1 and Phase 1A Spectrum Plans.

     

    (i) Phase
      1 Notice.
      At any
      time from the Effective Date until September 1, 2011 (such period, the
“Phase
      1 Notice Period”),
      the
      MSV Parties may, subject to satisfaction of the Phase 1 Condition set out at
      Section
      3.4(c)
      below,
      deliver to Inmarsat a notice (the “Phase
      1 Notice”),
      which
      notice shall be in writing and delivered in accordance with the notice
      provisions in Section
      9.2
      of this
      Agreement, stating that the MSV Parties elect (subject to compliance with
      sub-paragraph (ii) below) to commence the process for transitioning from the
      Phase 0 Spectrum Plan either: 

     

    (A) to
      the
      spectrum plan set forth in Exhibit
      E1
      (the
“Phase
      1 Spectrum Plan”)
      (a
“Phase
      1 Election”);
      or


     

    (B) to
      the
      spectrum plan set forth in Exhibit
      E2
      (the
“Phase
      1A Spectrum Plan”)
      (a
“Phase
      1A Election”);
      

     

    
      
        
        

      

      
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    provided
      that in the event that the MSV Parties shall deliver an Acceleration Notice
      to
      Inmarsat pursuant to the provisions in Section
      3.2(b)(ii)
      below, a
      Phase 1 Notice may not be delivered to Inmarsat within one year following the
      delivery of the Acceleration Notice, and the MSV Parties may only then make
      a
      Phase 1 Election under sub-paragraph 3.2(b)(i)(A) above. If the MSV Parties
      fail
      to deliver the Phase 1 Notice by September 1, 2011 or the Phase 1 Notice shall
      otherwise become incapable of being given (for example if the conditions to
      the
      Effective Date are not satisfied), the notice opportunity shall lapse on such
      date (or on the date on which the Phase 1 Notice becomes incapable of being
      given, as applicable) and Inmarsat shall thereafter have no further obligations
      to implement either the Phase 1 Spectrum Plan, or the Phase 1A Spectrum Plan,
      or
      the Phase 2 Spectrum Plan. The date on which the Phase 1 Notice is given, or
      alternatively the notice opportunity lapses, shall for the purposes of this
      Agreement be the “Phase
      1 Notice Date.”

     

    (ii) Phase
      1 Implementation.
      Promptly
      following the later of (1) valid delivery of the Phase 1 Notice in
      accordance with Section
      3.2(b)(i)
      above,
      (2) the delivery of payment in full to Inmarsat of the Effective Date Shares
      and
      the Trigger Shares in accordance with Sections 4.1 and 4.2 below and the First
      Installment in accordance with Section
      4.3(b)
      below,
      and (3) satisfaction or fulfillment of all required legal and regulatory
      conditions and requirements (if any) for the implementation of (A) the Phase
      1
      Spectrum Plan (in the event a Phase 1 Election has been made) or (B) the Phase
      1A Spectrum Plan (in the event a Phase 1A Election has been made), as determined
      in the reasonable discretion of the MSV Parties based on the advice of counsel
      (satisfaction or fulfillment of which will be certified to Inmarsat by MSVLP
      and
      its counsel) (the “Phase
      1 Final Regulatory Approval”)
      (the
“Trigger
      Date”),
      and
      subject to the making of the remaining Phase 1 Compensation installments as
      provided in Section
      4.3,
      the
      Parties agree to take all actions necessary to commence the transition of their
      respective spectrum use rights provided in (A) the Phase 1 Spectrum Plan (in
      the
      event a Phase 1 Election has been made) or (B) the Phase 1A Spectrum Plan (in
      the event a Phase 1A Election has been made), so that the L-band spectrum in
      ITU
      Region 2 will be available for the Parties’ respective use in accordance with
      (A) the Phase 1 Spectrum Plan (in the event a Phase 1 Election has been made)
      or
      (B) the Phase 1A Spectrum Plan (in the event a Phase 1A Election has been made)
      (the “Phase
      1 Transition”).
      Phase
      1 Transition shall be completed as soon as practicable after the Trigger Date
      (consistent with the orderly transition of all the Parties’ respective affected
      customers and affected services), and in any event shall be completed no later
      than:

     

    (A) thirty
      (30) months following the Trigger Date (in the event a Phase 1 Election has
      been made) provided that the MSV Parties, conditioned upon prior payment in
      full
      to Inmarsat of the Acceleration Payment in accordance with Section
      4.3(a)
      below,
      may elect in their absolute discretion by notice in writing to Inmarsat on
      or
      after the Effective Date (an “Acceleration
      Notice”)
      to
      accelerate the foregoing transition period so that the transition to the Phase
      1
      Spectrum Plan shall be completed no later than eighteen (18) months following
      the Trigger Date, provided that issuance of the Acceleration Notice shall not
      obligate the MSV Parties to issue the Phase 1 Notice, or

     

    (B) eighteen
      (18) months following the Trigger Date (in the event a Phase 1A Election has
      been made)

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (in
      either case, the transition completion date is referred to herein as the
“Phase
      1 Completion Date”).
      Beginning twelve (12) months following the Trigger Date, the MSV Parties
      may operate on spectrum provided for use to the MSV Parties in the Phase 1
      Spectrum Plan (in the event a Phase 1 Election has been made) or in the Phase
      1A
      Spectrum Plan (in the event a Phase 1A Election has been made) and not currently
      utilized by the MSV Parties to the extent that the MSV Parties can reasonably
      do
      so without causing harmful interference to Inmarsat operations not yet
      transitioned from that spectrum and provided further that by doing so the MSV
      Parties do not prejudice or delay the expeditious completion of the Phase 1
      Transition in accordance with the above provisions. Moreover,
      a reasonable delay of up to nine (9) months may be permitted for the
      Parties to complete the Phase 1 Transition, provided that the obligated Party
      promptly provides notice of any potential delay to the other Parties as soon
      as
      such Party becomes aware of the possibility of the same. For such purposes,
      “reasonable delay” shall mean any delay caused either by (1) required regulatory
      approvals that are not obtained despite the obligated Party’s best commercial
      efforts undertaking to obtain such approvals on a timely basis to avoid such
      delay; and/or (2) regulatory compliance or requirements that cause delay despite
      the obligated Party’s best commercial efforts undertaking to expedite such
      compliance and the performance of such requirements; and/or (3) inability to
      avoid delay because of third party hardware or software component obsolescence,
      shortages, or development, distribution, change-out or installation delays
      or
      similar events that were beyond the reasonable control of the obligated Party,
      provided,
      however,
      that in
      any event falling under items (1) to (3) above the timely obligations under
      this
      Agreement (including with respect to Phase 1 Transition activities) are not
      conditioned or qualified in any way by (a) the rights of Inmarsat or its
      distribution partners and their service providers (provided that it is
      understood that delays caused by end customers shall fall potentially within
      the
      criteria of item (3) above provided the same was beyond the reasonable control
      of the obligated Party using best commercial efforts undertaken to expedite
      timely transition), (b) the costs to be incurred by Inmarsat, or the liability
      that Inmarsat may incur to any of its Related Parties in effecting the Phase
      1
      Transition, or (c) the costs that would have been incurred by Inmarsat to
      compensate hardware or software manufacturers or developers to implement a
      timely Phase 1 Transition within the period scheduled for transition under
      this
Section
      3.2(b)(ii).
      Following
      the making of all payments up to and upon the Phase 1 Completion Date in
      accordance with the requirements of Section
      4.2
      to
Section
      4.4
      below,
      each of the Parties shall maintain its respective rights of use to spectrum
      in
      ITU Region 2 in accordance with the Phase 1 Spectrum Plan (in the event a Phase
      1 Election has been made) or the Phase 1A Spectrum Plan (in the event a Phase
      1A
      Election has been made) for so long as such Party (or its successor in interest)
      is an L-band MSS operator in ITU Region 2, except as provided in Section
      3.2(e).

     

    (iii) In
      the
      event that there shall be a MSV Payment Default (as such term is defined by
      Section
      4.5(c))
      and
      Inmarsat shall make an election under Section 3.2(e)(i), then the Parties agree
      that the Phase 1 Spectrum Plan (in the event a Phase 1 Election has been made)
      or the Phase 1A Spectrum Plan (in the event a Phase 1A Election has been made)
      shall not be implemented, Phase 1 Transition shall be discontinued (without
      prejudice to MSV’s payment obligations under Section
      4.2
      to
Section
      4.4),
      the
      Phase 2 Spectrum Plan shall become inoperable and the Parties shall either
      (A)
      revert to spectrum usage under the Phase 0 Spectrum Plan (as adjusted pursuant
      to the provisions of Section
      3.2(e))
      until
      the Sixth Anniversary, whereupon the Alternative Default Spectrum Plan will
      come
      into effect in accordance with Section
      3.2(c)(iv)
      below or
      (B) the Primary Default Spectrum Plan will come into effect in accordance with
      Section 3.2(e)(i) below, in each case in accordance with the Inmarsat election
      made under such Section 3.2(e)(i). 

     

    
      
        
        

      

      
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    (c) The
      Phase 1 Alternative Spectrum Plans.
      In the
      event that the MSV Parties shall not issue a Phase 1 Notice on or before
      September 1, 2011 or the Triggering Investment is not completed on or before
      the
      date falling two years following the Signing Date (the earlier such date being
      the “Phase
      1A Date”),
      or
      (in the case of sub-paragraph (iv) below) Section 3.2(e) shall apply, then
      the
      Parties agree that:

     

    (i) except
      in
      the circumstances set forth at sub-paragraph (iv) below, in the event that
      the
      Intended Spectrum is available to the Parties on the Phase 1A Date, then on
      and
      from the Sixth Anniversary each Party’s spectrum position in ITU Region 2 shall
      be as set forth in Exhibit
      G1
      (“Phase
      1 Alternative Spectrum Plan – With Intended Spectrum”)
      and
      the Phase 1 Alternative Spectrum Plan - With Intended Spectrum shall thereafter
      remain in effect for such time as such Party (or its successor in interest)
      shall remain an L-band MSS operator in ITU Region 2; or

     

    (ii) in
      the
      event that the Intended Spectrum is not available to the Parties on the Phase
      1A
      Date, the MSV Parties may, provided that they have not initiated arbitration
      proceedings under Section 3.2(a)(i)(D), elect by notice in writing not less
      than
      one year prior to the Sixth Anniversary to re-band in accordance with this
      sub-paragraph (ii), and following the making of such election on and from the
      Sixth Anniversary each Party’s spectrum position in ITU Region 2 shall be as set
      forth in Exhibit
      G2
      (“Phase
      1 Alternative Spectrum Plan – Without Intended Spectrum”)
      and
      the Phase 1 Alternative Spectrum Plan – Without Intended Spectrum shall
      thereafter remain in effect for such time as such Party (or its successor in
      interest) shall remain an L-band MSS operator in ITU Region 2; or

     

    (iii) in
      the
      event that the Intended Spectrum is not available to the Parties on the Phase
      1A
      Date and the MSV Parties do not elect to re-band in accordance with
      sub-paragraph (ii) above, then each Party’s spectrum position in ITU Region 2
      shall continue to be as per the Phase 0 Spectrum Plan (as appropriately modified
      by the decision of the arbitrator and the resultant transfer of Tolled Spectrum
      by Inmarsat to the MSV Parties in accordance with Section
      3.2(a)(i)(D)),
      which
      shall remain in effect for such time as such Party (or its successor in
      interest) shall remain an L-band MSS operator in ITU Region 2; or

     

    (iv) in
      the
      event that Inmarsat shall exercise its option under Section
      3.2(e)(i)(1),
      then
      on and from the Sixth Anniversary each Party’s spectrum position in ITU Region 2
      shall be as set forth in Exhibit
      H2
      (the
“Alternative
      Default Spectrum Plan,”
      together with the Phase 1 Alternative Spectrum Plan – With Intended
      Spectrum and the Phase 1 Alternative Spectrum Plan – Without Intended
      Spectrum, the “Phase
      1 Alternative Spectrum Plans”)
      and
      the Alternative Default Spectrum Plan shall thereafter remain in effect for
      such
      time as such Party (or its successor in interest) shall remain an L-band MSS
      operator in ITU Region 2.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      (d) The
        Phase 2 Spectrum Plan

       

      (i) Phase
        2 Notice. At
        any
        time from January 1, 2010 until January 1, 2013 (such period, the “Phase
        2 Notice Period”),
        and
        provided that (a) the MSV Parties shall have validly delivered a Phase 1
        Notice in accordance with Section
        3.2(b)(i)
        above
        and (b) the Phase 2 Condition as set out at Section
        3.4(c)
        below
        shall be fully satisfied and (c) the MSV Parties shall have duly paid Inmarsat
        (1) the Phase 1 Shares in accordance with Section
        4.4
        and (2)
        the First Phase 2 Payment in accordance with Section
        4.5(a),
        the MSV
        Parties may deliver to Inmarsat a notice (the “Phase
        2 Notice”),
        which
        notice shall be in writing and delivered in accordance with the notice
        provisions in Section
        9.2
        of this
        Agreement, stating that the MSV Parties elect to commence the process for
        transitioning the Parties’ respective spectrum usage to the spectrum plan set
        forth in Exhibit
        F
        (the
“Phase
        2 Spectrum Plan”).
        If
        the MSV Parties deliver the Phase 1 Notice in accordance with Section
        3.2(b)(i)
        but fail
        to deliver the Phase 2 Notice by January 1, 2013, then the Phase 2 Notice
        may be
        given by Inmarsat, acting in its absolute discretion, to the MSV Parties
        on any
        date between (and including) January 1, 2013 and January 1, 2015 provided
        only
        that the Phase 2 Condition shall be fully satisfied.

       

      (ii) Phase
        2 Implementation.
        Promptly
        following delivery of the Phase 2 Notice, the Parties agree to take all actions
        necessary to commence the transition of their respective spectrum usage to
        the
        spectrum designations shown in the Phase 2 Spectrum Plan (the “Phase
        2 Transition”),
        so
        that the L-band spectrum will be available for the Parties’ respective use in
        ITU Region 2 in accordance with the Phase 2 Spectrum Plan as soon as practicable
        (consistent with the orderly transition of all the Parties’ respective affected
        customers and affected services), and in any event the Phase 2 Transition
        shall
        be completed no later than twenty-four (24) months following the date of
        issuance of the Phase 2 Notice (the date that is 24 months following the
        date of
        issuance of the Phase 2 Notice is referred to herein as the “Phase
        2 Completion Date”).
        Moreover, a reasonable delay of up to nine (9) months may be permitted for
        the Parties to complete the Phase 2 Transition, provided that the obligated
        Party promptly provides notice to the other Parties of any potential delay
        as
        soon as such Party becomes aware of the possibility of the same. For such
        purposes, “reasonable delay” shall mean any delay caused either by (1) required
        regulatory approvals that are not obtained despite the Party’s best commercial
        efforts undertaking to obtain such approvals on a timely basis to avoid such
        delay; and/or (2) regulatory compliance or requirements that cause delay
        despite
        the Party’s best commercial efforts undertaking to expedite such compliance and
        the performance of such requirements; and/or (3) inability to avoid delay
        because of third party hardware or software component obsolescence, shortages,
        or development, distribution, change-out or installation delays or similar
        events that were beyond the reasonable control of the obligated Party,
provided,
        however,
        that in
        any event falling under items (1) to (3) above the timely obligations under
        this
        Agreement (including with respect to Phase 2 Transition activities) are not
        conditioned or qualified in any way by (a) the rights of Inmarsat or its
        distribution partners and their service providers (provided that it is
        understood that delays caused by end customers shall fall potentially within
        the
        criteria of item (3) above provided the same was beyond the reasonable control
        of the obligated Party using best commercial efforts undertaken to expedite
        timely transition), (b) the costs to be incurred by Inmarsat, or the liability
        that Inmarsat may incur to any of its Related Parties in effecting the Phase
        2
        Transition, or (c) the costs that would have been incurred by Inmarsat to
        compensate hardware or software manufacturers or developers to implement
        a
        timely Phase 2 Transition within the period scheduled for transition under
        this
Section
        3.2(d)(ii).
        Following the completion of the implementation of the Phase 2 Spectrum Plan,
        each Party shall maintain its respective rights of use to spectrum in ITU
        Region
        2 in accordance with the Phase 2 Spectrum Plan for so long as such Party
        (or its
        successor in interest) is an L-band MSS operator in ITU Region 2, and subject
        to
        the continued making of payments as provided in Section
        4.5,
        except
        that: 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (A) In
        the
        event that the MSV Parties terminate the Phase 2 Annual Payments in accordance
        with Section 4.5(b), then the Parties will revert to the Phase 1 Spectrum
        Plan
        (in the event a Phase 1 Election was made) or the Phase 1A Spectrum Plan
        (in the
        event a Phase 1A Election was made); and

       

      (B) In
        the
        event that any of Sections 3.2(e)(ii) to (iv) applies, then the provisions
        of
        such Sections will take priority and the Parties will implement the Primary
        Default Spectrum Plan or the Alternative Default Spectrum Plan (as determined
        in
        accordance with Sections 3.2(e)(ii) to (iv), as applicable) in replacement
        of
        the Phase 2 Spectrum Plan.

       

      (e) Default
        Spectrum Plans.
        In
        the
        event that there
        shall have occurred a MSV
        Payment Default,
        then the
        Parties agree that:

       

      (i) where
        a
        MSV Payment Default takes place after the Phase 1 Notice Date but before
        the
        Phase 1 Completion Date, then Inmarsat shall in its absolute discretion elect
        by
        notice in writing to the MSV Parties either (1) to convert the Phase 0 Block
        Loan into a permanent assignment in its favor, whereupon the Parties agree
        that
        the Phase 0 Block Loan shall automatically be converted into such permanent
        assignment to Inmarsat and the Alternative Default Spectrum Plan shall come
        into
        effect on the Sixth Anniversary, or (2) to bring into effect the Primary
        Default
        Spectrum Plan (being the spectrum usage plan set out at Exhibit
        H1)
        on
        a date
        (not later than the Sixth Anniversary) to be notified by Inmarsat to the
        MSV
        Parties, without prejudice to Inmarsat’s remedies available to it as a matter of
        law in relation to the MSV Payment Default;

       

      (ii) where
        a
        MSV Payment Default takes place on or after the Phase 1 Completion Date but
        prior to payment of the Five Years Payment Amount, then (1) in the event
        that
        the Phase 1A Spectrum Plan is then or has previously been in effect, the
        Alternative Default Spectrum Plan shall automatically be brought into effect
        and
        (2) in the event that the Phase 1 Spectrum Plan is then or has previously
        been
        in effect, the Primary Default Spectrum Plan shall automatically be brought
        into
        effect, in each case on
        a date
        (not later than the Sixth Anniversary) to be notified by Inmarsat to the
        MSV
        Parties, without prejudice to Inmarsat’s remedies available to it as a matter of
        law in relation to the MSV Payment Default; 

       

      (iii) where
        a
        MSV Payment Default takes place after the payment of the Five Years Payment
        Amount, Inmarsat shall have the right in its absolute discretion to elect
        either
        to pursue the remedies available to it as a matter of law, or may in lieu
        thereof elect to implement the Primary Default Spectrum Plan, which Plan
        shall
        be brought into effect on a date (not later than the Sixth Anniversary) to
        be
        notified by Inmarsat to the MSV Parties; and

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (iv) where
        in
        any of the above cases the Primary Default Spectrum Plan is to be brought
        into
        effect, or the Alternative Default Spectrum Plan is to be brought into operation
        pursuant to sub-paragraph (ii) above, the Parties agree to take all actions
        necessary to commence the transition of their respective allocated spectrum
        usage to the spectrum assignments shown in the Primary Default Spectrum Plan,
        or
        the Alternative Default Spectrum Plan, as applicable, so that the L-band
        spectrum will be available for the Parties’ respective use in accordance with
        the Primary Default Spectrum Plan or the Alternative Default Spectrum Plan,
        as
        applicable, as soon as practicable (consistent with the orderly transition
        of
        all the Parties’ respective affected customers and affected services), and in
        any event shall be completed no later than nine months following the date
        of the
        notification by Inmarsat triggering the implementation of the Primary Default
        Spectrum Plan or the Alternative Default Spectrum Plan, as
        applicable.

       

      (v) Following
        implementation in accordance with the foregoing, each Party shall maintain
        its
        respective usage of spectrum in ITU Region 2 in accordance with the relevant
        Spectrum Plan adopted pursuant to the above provisions for so long as such
        Party
        (or its successor in interest) is an L-band MSS operator in ITU Region
        2.

       

      (f) [This
        paragraph intentionally omitted.]

       

      (g) Transitions
        to Different Spectrum Plans. In
        the
        case of the Phase 0 Spectrum Plan, upon the Signing Date, in the case of
        the
        Phase 1 Spectrum Plan (in the event a Phase 1 Election is made), upon the
        Trigger Date, in the case of the Phase 1A Spectrum Plan (in the event a Phase
        1A
        Election is made), upon the Trigger Date, in the case of the Phase 2 Spectrum
        Plan, upon delivery of the Phase 2 Notice, in the case of any of the Phase
        1
        Alternative Spectrum Plans (other than the Alternative Default Spectrum Plan),
        immediately following the Phase 1A Date, in the case of the Primary Default
        Spectrum Plan and the Alternative Default Spectrum Plan, immediately upon
        the
        relevant triggering event set out at Section
        3.2(e),
        and in
        the case of the Third Party Spectrum Plans, immediately upon their adoption
        into
        or amendment to any other Spectrum Plan in accordance with the provisions
        of
        this Agreement, each Party shall expedite the development of an implementation
        plan, which shall be coordinated with each of the other Parties, that will
        reflect all such actions as shall be necessary or advisable to effect the
        implementation of the L-band frequency ITU Region 2 use arrangements set
        forth
        in the respective Spectrum Plan, including, but not limited to
        (i) replacement or modification of user terminals, including in the case of
        the Phase 1 and Phase 2 Spectrum Plans, adding appropriate filters to all
        terminals operating on the Inmarsat system that might otherwise receive
        interference from or cause interference to the operation of the systems of
        the
        MSV Parties operating in accordance with this Agreement (or otherwise addressing
        such interference by other appropriate means, including at the absolute
        discretion of Inmarsat by discontinuance or replacement of any affected service
        or terminal), (ii) filings with Administrations and other regulatory
        authorities and governmental bodies of the revised spectrum assignments and
        revised technical sharing criteria, as necessary, (iii) interim and/or
        temporary spectrum sharing arrangements or assignments so as to minimize
        disruption to the Parties’ customers and/or accelerate the process of
        transition, and (iv) the transition of any and all of its customers,
        resellers, agents or other parties (whether under its control or otherwise)
        or
        with whom it has a contractual or other business relationship and who are
        using
        or may come to use any spectrum required by this Agreement to be relinquished
        by
        such Party, to ensure the effective implementation of that particular Spectrum
        Plan. The Parties agree that such implementation plans will reflect the
        following commitments of the Parties: (x) each Party shall complete the
        transition of all end users of its services in a manner consistent with that
        particular Spectrum Plan and such Party’s obligations hereunder and under its
        implementation plan with respect to that particular Spectrum Plan, (y) to
        the extent a Party adds any new end users after the Signing Date, all such
        additional users shall (to the extent that the Party can procure the same)
        be
        integrated into the Party’s implementation plan with respect to that particular
        Spectrum Plan, and (z) agreements and arrangements with a Party’s
        customers, distributors, resellers and end users will (to the extent that
        the
        Party can procure the same) be modified, amended and/or extended only in
        a
        manner which is consistent with such Party’s obligations hereunder and under its
        implementation plan with respect to that particular Spectrum Plan.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (h) Additional
        Transition Actions. The
        Parties shall take the following steps which will be deemed part of the
        implementation plan with respect to each Spectrum Plan: the Parties will
        meet on
        a quarterly basis to review the transition plans referred to above and to
        provide any updates to such plans, including any material issues that have
        occurred or may occur, with a goal of trying to work cooperatively to effect
        a
        smooth transition for their respective services, customers, resellers, agents
        and end users, and will provide each other updated confirmation (in the minutes
        of the meeting and/or other written confirmation) that there are no other
        issues
        outstanding which place the continued and timely execution of their respective
        implementation plans at risk.

       

      (i) Transition
        Costs. With
        the
        exception of the payment of the Phase 1 Compensation to Inmarsat, as described
        in Section
        4.2
        to
Section
        4.4
        and the
        sharing of costs and expenses relating to the acquisition and maintenance
        of
        Additional L-band Spectrum as set out at Section 3.4 below, each Party shall
        be
        solely responsible for (and shall indemnify the other Party against) any
        and all
        damages, costs, claims, losses and expenses incurred by it in connection
        with
        the transition of such Party’s customers, resellers, agents or other parties
        (whether under its control or otherwise) or with whom it has a contractual
        or
        other business relationship, in connection with the implementation of any
        Spectrum Plan, including the removal of any such Persons from or to any other
        blocks of L-band spectrum coordinated for use by such Party, or to other
        or
        replacement frequencies and/or services.

       

      Section
        3.3 Spectrum
        Sharing

       

      (a) Scope. 

       

      (i) In
        order
        to minimize interference among the Parties’ respective operations and increase
        and make more efficient use of the L-band spectrum and orbital resource in
        ITU
        Region 2, the Parties have jointly developed the “L-band
        Coordination Plan”
as
        described in this Section 3.3 and attached as Exhibit
        L,
        which
        describes how the spectrum usage described in the Spectrum Plans will be
        used by
        all the satellite systems indicated in Exhibit
        I
        (“Newly
        Coordinated Satellites”)
        and
Exhibit
        J
        (“Previously
        Coordinated Satellites”).
        The
        satellite systems (including both the space stations and their associated
        ground
        segments) identified in Exhibit
        I
        and
Exhibit
        J
        are
        collectively referred to as the “Coordinated
        Networks.” 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (ii) Except
        as
        expressly limited in this Section
        3.3
        or
Exhibit
        L,
        each of
        the Parties may use their absolute discretion to operate using any of the
        spectrum made available to that Party in any of the Spectrum Plans between
        or
        among any of its Coordinated Networks, including without regard to the
        Administration that has licensed the Coordinated Network. 

       

      (iii) ATC
        operations in ITU Region 2 are to be governed separately by Section
        3.5.
        This
Section
        3.3
        and
Exhibit
        L
        do not
        limit ATC operations, so long as such operations are consistent with the
        parameters specified in Section
        3.5
        and
Exhibits
        N
        or
N
        Prime (as
        applicable), T, U and V. In implementing the L-band Coordination Plan, the
        Party
        coordinating its operations shall have absolute discretion to coordinate
        based
        on a dynamic use of all or any part of the spectrum available to it under
        the
        prevailing Spectrum Plan for any variety of combinations of ATC and MSS
        operations. Thus, a Party may coordinate for use of a particular set of
        frequencies for any combination or combinations of ATC and MSS
        operations.

       

      (b) Term
        and Termination.

       

      (i) The
        L-band Coordination Plan shall be effective on the Signing Date and shall
        have a
        term consisting of the life of the satellites that are included in the L-band
        Coordination Plan and any Replacement Satellites or Future Satellites admitted
        to the L-band Coordination Plan. 

       

      (ii) Any
        Party
        shall be entitled to substitute another satellite for any of its satellites
        included in the L-band Coordination Plan only to the extent that such satellite
        qualifies as a “Replacement
        Satellite”
        (as such
        term is defined in Exhibit
        A).
        The
        Parties shall use their respective best commercial efforts to include in
        the
        L-band Coordination Plan any “Future
        Satellite”
        (as such
        term is defined in Exhibit
        A)
        in
        accordance with the provisions of this Section
        3.3,
        mutatis
        mutandis,
        to the
        extent that including such satellites is not inconsistent with other
        provisions of this Agreement.

       

      (c) Process
        for Implementing the L-band Coordination Plan.

       

      (i) As
        soon
        as practicable after the Signing Date, the Parties shall meet to exchange
        additional information and plan for future negotiations with other L-band
        operators. 

       

      (ii) At
        such
        meeting, the Parties shall exchange the information identified in Exhibit
        K
        and
provide
        each other with any of their relevant commitments with regard to third party
        coordination agreements outside the Mexico City MOU interfacing with North
        America subject always to the Parties’ respective confidentiality obligations to
        third parties.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (iii) Each
        Party agrees to review proposals by the other Party, that may seek additional
        flexibility for satellite operations. Each such Party will not unreasonably
        withhold approval of such other Party’s proposed modifications, provided that
        such Party is able to reasonably demonstrate that such modifications can
        be made
        without increasing the level of interference to such other Party.

       

      (iv) The
        Parties agree to establish a working group and to periodically meet and review
        topics relevant to this Section 3.3 and Exhibit
        L.

       

      (v) In
        the
        event of any disputes with regard to the L-band Coordination Plan, such disputes
        will be subject to binding arbitration, consistent with the same process
        (including AAA expedited commercial arbitration rules), waivers and other
        relevant agreements as set forth in Section 3.2(a)(i)(E) hereof.

       

      Section
        3.4 Access
        to Additional L-Band Spectrum. 

       

      (a) During
        the Availability Period, the Parties will cooperate in good faith and use
        their
        respective best commercial efforts to (i) acquire and maintain access to
        and rights to use, additional L-band spectrum in North America to which the
        Parties do not already have rights including any spectrum coordinated for
        use to
        the Mexican mobile satellite operator (“Mexico”)
        pursuant to the 1999 SSA (such spectrum collectively, the “Additional
        L-Band Spectrum”),
        consistent with the Parties’ desire to implement the Spectrum Plans, and
        (ii) obtain the consents of Mexico and its telecommunications
        administration, and the Russian mobile satellite operator (“Russia”)
        and
        its telecommunications administration, as required to facilitate the full
        implementation of this Agreement in accordance with its terms (including
        the
        Trials referred to in Article 2 above, the adoption of the Spectrum Plans
        and
        the transition activities required to implement the same, and the L-band
        Coordination Plan). Such best commercial efforts shall include the Parties’
efforts and actions as in effect today relating to joint international
        opportunities, and as modified by the terms set out below in this Section
        3.4.
        

       

      (b) If
        the
        Parties are not able to negotiate access to Additional
        L-Band Spectrum coordinated for use by Mexico (the
        “Intended
        Spectrum”)
        pursuant to the terms of Exhibit
        M
        (and
        such spectrum is not otherwise awarded to the Parties through other means),
        then
        the Parties agree to continue to use their respective best commercial efforts
        during the Availability Period to cooperate to obtain, for the benefit of
        the
        Parties, access to the Intended Spectrum in accordance with the agreements
        set
        forth herein including, without limitation, the Spectrum Plans. Consistent
        with
        the foregoing, the Parties will work cooperatively with their respective
        Administrations to effectuate the rebanding and reuse of L-band spectrum
        in ITU
        Region 2 consistent with this Agreement. 

       

      (c) The
        MSV
        Parties may give the Phase 1 Notice at any time that the Intended Spectrum
        has
        been made available to the MSV Parties and Inmarsat for integration in the
        Phase
        1 Spectrum Plan or the Phase 1A Spectrum Plan, whichever is to be brought
        into
        effect following the Phase 1 Condition, and utilization by the Parties in
        accordance with the terms of this Agreement, (the “Phase
        1 Condition”),
        provided,
        however,
        that in
        the event that less than all the Intended Spectrum is made available, the
        MSV
        Parties may elect to accept the lesser available spectrum in a proportionately
        modified Phase 1 Spectrum Plan or Phase 1A Spectrum Plan, whichever is to
        be
        brought into effect following the Phase 1 Condition, that approximates as
        closely as possible the Spectrum Plan (including the Plan’s spectrum contiguity)
        that would have been achieved had the Intended Spectrum been made fully
        available provided always that in any such circumstances the position of
        Inmarsat is entirely unaffected, in terms of the absolute amount of L-band
        spectrum assigned to Inmarsat under the relevant Spectrum Plan, the contiguity
        of such spectrum assignments and the usability of such spectrum assignments.
        The
        MSV Parties (or Inmarsat, as applicable) may give the Phase 2 Notice at any
        time
        that the Intended Spectrum is available to the MSV Parties and Inmarsat for
        integration in the Phase 2 Spectrum Plan and utilization by the Parties in
        accordance with the terms of this Agreement (the “Phase
        2 Condition”),
        provided,
        however,
        that in
        the event that less than all the Intended Spectrum is made available, the
        MSV
        Parties may elect to accept the lesser available spectrum in a proportionately
        modified Phase 2 Spectrum Plan that approximates as closely as possible the
        Spectrum Plan (including the Plan’s spectrum contiguity) that would have been
        achieved had the Intended Spectrum been made fully available provided always
        that in any such circumstances the position of Inmarsat is entirely unaffected,
        in terms of the absolute amount of L-band spectrum assigned to Inmarsat under
        the relevant Spectrum Plan, the contiguity of such spectrum assignments and
        the
        usability of such spectrum assignments.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (d) To
        the
        maximum extent possible subject to applicable legal and regulatory requirements,
        each of the MSV Parties, on the one hand, and Inmarsat, on the other hand,
        agree
        to cooperate and use their respective best commercial efforts during the
        Availability Period to implement a transaction to access the Intended Spectrum
        under which:

       

      (i) the
        costs
        and burdens of which shall be shared equally between the MSV Parties, on
        the one
        hand, and Inmarsat, on the other hand; and

       

      (ii) the
        benefits:

       

      (A) during
        such time as the Phase 0 Spectrum Plan is operative, shall be shared equally,
        determined by mutual agreement of the Parties, with no Party to use such
        Intended Spectrum until such sharing agreement is reached (and provided always
        that in the event that the Parties are unable to reach agreement on such
        sharing
        within 60 days from the date on which the Intended Spectrum is acquired,
        such
        spectrum shall automatically be shared on the basis set out in the Phase
        1
        Alternative Plan – With Intended Spectrum, mutatis
        mutandis);
        and

       

      (B) during
        such time as the other Spectrum Plans are operative (other than the Phase
        1
        Alternative Spectrum Plan – Without
        Intended
        Spectrum), shall be shared in accordance with the provisions of such other
        Spectrum Plans (other than the Phase 1 Alternative Spectrum Plan – Without
        Intended Spectrum);

       

      and
        for
        such purpose equal division of costs and burdens shall mean that the costs
        and
        burdens incurred by the two constituencies (the MSV Parties, on the one hand,
        and Inmarsat, on the other hand) are substantially equivalent and are fairly
        allocated to minimize the burdens and maximize the benefits to each of the
        two
        constituencies, reflecting the Parties’ respective operational and commercial
        exigencies (including system architecture), as well as their respective
        regulatory requirements and for such purpose all costs, whether financial
        or
        in-kind, shall be calculated on the same equitable standards for each of
        the two
        constituencies, and with a view for balance of in-kind contributions between
        the
        two constituencies to avoid any payments between the Parties for in-kind
        contributions, including, but not limited to, any up-front fees, annual fees,
        license fees and other fees (including payments based on revenues realized
        from
        use of the spectrum).

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Section
        3.5 ATC
        Operations.
        The
        Parties agree to conduct their respective ATC operations as
        follows:

       

      (a) The
        ATC
        Operator shall be permitted to deploy and operate the ATC if the ATC is operated
        in compliance with the requirements set forth in Exhibit
        T
        or
Exhibit
        U,
        as
        applicable.

       

      (b) Inmarsat
        shall protect the ATC operations of the MSV Parties by complying with the
        requirements set forth in Exhibit
        V.

       

      (c) Inmarsat
        agrees to review proposals by the MSV Parties that may seek additional
        flexibility for ATC deployment and operations. Inmarsat will not unreasonably
        withhold approval of such proposed modifications, provided the MSV Parties
        are
        able to reasonably demonstrate that such modifications can be made without
        increasing the level of interference to Inmarsat

       

      (d) In
        the
        event of any disputes with regard to the operation of Exhibits
        N
        or
N
        Prime,
        such
        disputes will be subject to binding arbitration, consistent with the same
        process (including expedited AAA commercial arbitration rules), waivers and
        other relevant agreements as set forth in Section 3.2(a)(i)(E)
        above.

       

      ARTICLE
        4 - PAYMENTS TO INMARSAT

       

      Section
        4.1 Payment
        on Effective Date. Subject
        to the terms and conditions contained in a subscription agreement to be entered
        into prior to the Effective Date between SkyTerra and Inmarsat, a
        form of
        which is set forth in Exhibit
        B1
        (the
“Subscription
        Agreement”),
        the
        Parties acknowledge and agree that on the Effective Date (or such later date
        as
        the Parties shall agree the Fair Market Value, or it shall be determined
        in
        accordance with Section 4.6) (the “First
        Issue Date”),
        SkyTerra will issue to Inmarsat, and Inmarsat will accept, a number of shares
        (the “Effective
        Date Shares”)
        of
        SkyTerra’s common stock, par value $0.01 per share (“SkyTerra
        Common Stock”),
        having an aggregate value of $31,250,000 based on the Fair Market Value of
        such
        stock as of the Effective Date (the “Effective
        Date Value”),
        such
        Fair Market Value being determined in accordance with Section
        4.6
        below, provided
        that with the agreement of Inmarsat, the MSV Parties may instead satisfy
        all or
        any part of such obligation by the payment of up to $31,250,000 in cash to
        Inmarsat. Notwithstanding the foregoing, in the event that the rules of any
        stock exchange or automatic quotation system on which SkyTerra Common Stock
        is
        then listed, traded or quoted specifically requires shareholder approval
        prior
        to the issuance of the Effective Date Shares, then SkyTerra shall (1) issue
        on
        the First Issue Date the maximum number of Effective Date Shares that can
        be
        issued without such shareholder approval, and (2) use its commercial best
        efforts to obtain all required shareholder approvals for the issue of the
        balance of the Effective Date Shares ( the “Effective
        Date Balance Shares”)
        as
        soon as reasonably practicable thereafter, and in the event that such
        shareholder approvals are forthcoming within ninety days following the First
        Issue Date, (3) issue the Effective Date Balance Shares promptly after the
        receipt of such shareholder approval
        and (4)
        in its absolute discretion elect instead of seeking the above shareholder
        approvals to pay Inmarsat (and shall, in the event that such shareholder
        approvals are not forthcoming after ninety days following the First Issue
        Date,
        pay Inmarsat) an amount in cash equal to the deemed value of the Effective
        Date
        Balance Shares (deeming the Effective Date Balance Shares to be valued on
        a per
        share value equal to the Effective Date Value). The Effective Date Shares
        shall
        be subject to a lockup arrangement which shall prohibit any sale, transfer,
        pledge or other conveyance of the Effective Date Shares for a period of two
        years from the Effective Date. The terms of such lockup arrangement shall
        be set
        forth in, and subject to the conditions of, the Subscription Agreement.
        Following expiration of the lockup arrangement, SkyTerra will provide Inmarsat
        with registration rights in respect of the Effective Date Shares in accordance
        with and subject to the conditions of a registration rights agreement, the
        form
        of which is set forth in Exhibit
        B2
        and
        which the Parties will enter into on or prior to the Effective Date (the
        “Registration Rights Agreement”).

       

      
        
          
          

        

        
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      Section
        4.2 Payment
        on Giving
        the Phase 1 Notice. Subject
        to the terms and conditions contained in the Subscription Agreement, upon
        the
        Trigger Date SkyTerra will issue to Inmarsat, and Inmarsat shall accept,
        a
        number of shares (the “Trigger
        Shares”)
        of
        SkyTerra Common Stock having an aggregate value of $31,250,000 based on a
        per
        share value equal to the Effective Date Value provided that with the agreement
        of Inmarsat, the MSV Parties may instead satisfy all or any part of such
        obligation by the payment of up to $31,250,000 in cash to Inmarsat.
        Notwithstanding the foregoing, in the event that the rules of any stock exchange
        or automatic quotation system on which SkyTerra Common Stock is then listed,
        traded or quoted specifically requires shareholder approval prior to the
        issuance of the Trigger Shares, then SkyTerra shall (a) issue on the Trigger
        Date the maximum number of Trigger Shares that can be issued without such
        shareholder approval, and (b) use its commercial best efforts to obtain all
        required shareholder approvals for the issue of the balance of the Trigger
        Shares (the “Trigger
        Balance Shares”)
        as
        soon as reasonably practicable thereafter, and in the event that such
        shareholder approvals are forthcoming within ninety days following the Trigger
        Date, (c) issue the Trigger Balance Shares promptly after the receipt of
        such
        shareholder approval and (d) in its absolute discretion elect instead of
        seeking
        the above shareholder approvals to pay Inmarsat (and shall, in the event
        that
        such shareholder approvals are not forthcoming after ninety days following
        the
        Trigger Date, pay Inmarsat) an
        amount
        in cash equal to the deemed value of the Trigger Balance Shares (deeming
        the Trigger Balance Shares to be valued on a per share value equal to
        the
        Effective Date Value).
        The
        Trigger Shares shall be subject to a lockup arrangement which shall prohibit
        any
        sale, transfer, pledge or other conveyance of the Trigger Shares for a period
        of
        two years from the Effective Date. Following expiration of the lockup
        arrangement, SkyTerra will provide Inmarsat with registration rights in respect
        of the Trigger Shares in accordance with and subject to the conditions of
        the
        Registration Rights Agreement.

       

      Section
        4.3 Payment
        of the Phase 1 Compensation. 

       

      (a) Transition
        Acceleration. In
        the
        event that the MSV Parties shall serve an Acceleration Notice on Inmarsat
        in
        accordance with Section
        3.2(b)(ii),
        they
        shall upon the delivery of such Acceleration Notice and as a condition precedent
        to the giving of the Acceleration Notice pay Inmarsat the aggregate sum of
        $50,000,000 (the “Acceleration
        Payment”)
        as an
        agreed payment in respect of the acceleration of the commencement of the
        Phase 1
        Transition in accordance with the provisions of this Agreement. The Acceleration
        Payment will be paid to Inmarsat in same day, freely transferable United
        States
        dollar funds to a bank account specified to the MSV Parties by Inmarsat not
        less
        than thirty (30) days following the Effective Date.

       

      
        
          
          

        

        
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    (b) Transition
      Payment. Forthwith
      upon the Trigger Date, the MSV Parties shall be obligated to pay Inmarsat the
      aggregate sum of $250,000,000 (the “Phase
      1 Compensation”)
      as an
      agreed payment to
      compensate Inmarsat for the direct and indirect costs expected to be borne
      by
      Inmarsat in implementing Phase 1 Transition in accordance with the provisions
      of
      this Agreement. The Phase 1 Compensation will be paid to Inmarsat in same day,
      freely transferable United States dollar funds to a bank account specified
      to
      the MSV Parties by Inmarsat not less than fourteen days prior to the first
      installment date, in quarterly installments, the first installment to be in
      the
      amount of $50,000,000 (the “First
      Installment”)
      payable on the Trigger Date as a condition precedent to the giving of the Phase
      1 Notice and each subsequent installment to be in the amount of:

     

    (A) in
      the
      case of a Phase 1 Election, $25,000,000 every three months thereafter, until
      the
      final quarterly installment is paid to Inmarsat twenty-four months from the
      Trigger Date,
      provided
      always that
      in the
      event that that the MSV Parties shall serve an Acceleration Notice on Inmarsat
      in accordance with Section
      3.2(b)(ii),
      the
      aggregate installments payable shall be $200,000,000 (reflecting the
      Acceleration Payment under Section
      4.3(a)
      above),
      the First Installment shall remain $50,000,000, but the eight subsequent
      installments shall be $18,750,000 each instead of $25,000,000; and 

     

    (B)
       in
      the
      case of a Phase 1A Election, $40,000,000 every three months thereafter until
      the
      final installment is paid to Inmarsat fifteen months from the Trigger Date
      provided
      that in
      the event that Inmarsat shall certify in writing to the MSV Parties that it
      has
      completed Phase 1 Transition prior to the planned 18-month period (but not
      earlier than 12 months) following the Trigger Date, the
      MSV
      Parties shall forthwith pay the remaining installments to Inmarsat, and Inmarsat
      shall use all reasonable efforts to inform the MSV Parties of the likelihood
      of
      such early completion at least three months ahead of such
      completion.

     

    Section
      4.4 Payment
      on Completion of Implementation of Phase 1 Transition. 

     

    Subject
      to the terms and conditions contained in the Subscription Agreement, upon the
      Phase 1 Completion Date, SkyTerra will issue to Inmarsat, and Inmarsat shall
      accept, a number of shares (the “Phase
      1 Shares”)
      of
      SkyTerra Common Stock having an aggregate value of $56,250,000, with such value
      to be determined based on the mean average closing price of the SkyTerra Common
      Stock for the forty five (45)-trading day period immediately preceding the
      date
      of issuance of the Phase 1 Shares (the “Phase
      1 Value”)
      provided that with the agreement of Inmarsat, not to be unreasonably withheld,
      the MSV Parties may instead satisfy all or any part of such obligation by the
      payment of up to $56,250,000 in cash to Inmarsat. Notwithstanding the foregoing,
      in the event that the rules of any stock exchange or automatic quotation system
      on which SkyTerra Common Stock is then listed, traded or quoted specifically
      requires shareholder approval prior to the issuance of the Phase 1 Shares,
      then
      SkyTerra shall (a) issue on the Phase 1 Completion Date the maximum number
      of
      Phase 1 Shares that can be issued without such shareholder approval, and (b)
      use
      its commercial best efforts to obtain all required shareholder approvals for
      the
      issue of the balance of the Phase 1 Shares (the “Phase
      1 Balance Shares”)
      as
      soon as reasonably practicable thereafter, and in the event that such
      shareholder approvals are forthcoming within ninety days following the Phase
      1
      Completion Date, (c) issue the Phase 1 Balance Shares promptly after the receipt
      of such shareholder approval and (d) in its absolute discretion elect instead
      of
      seeking the above shareholder approvals to pay Inmarsat (and shall, in the
      event
      that such shareholder approvals are not forthcoming after ninety days following
      the Phase 1 Completion Date, pay Inmarsat) an amount in cash equal to the deemed
      value of the Phase 1 Balance Shares (deeming the Phase 1 Balance Shares to
      be
      valued on a per share value equal to the Phase 1 Value). The Phase 1 Shares
      shall be subject to a lockup arrangement which shall prohibit any sale,
      transfer, pledge or other conveyance of the Phase 1 Shares for a period of
      one
      year from the Phase 1 Completion Date. The terms of such lockup arrangement
      shall be set forth in, and subject to the conditions of, the Subscription
      Agreement. Following expiration of the lockup arrangement, SkyTerra will provide
      Inmarsat with registration rights in respect of the Phase 1 Shares in accordance
      with and subject to the conditions of the Registration Rights Agreement. The
      MSV
      Parties shall not be entitled to operate under the Phase 2 Spectrum Plan or
      benefit from the operational parameters set forth in Section
      3.5
      until
      such time as the payment under this Section
      4.4
      is made
      to Inmarsat.


    
      
        
        

      

      
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    Section
      4.5 Phase
      2 Annual Payments.

     

    (a) Size
      of the Phase 2 Annual Payments. Upon
      delivery of and as a condition precedent to the Phase 2 Notice in accordance
      with Section
      3.2(d)
      hereof,
      the MSV Parties shall jointly and severally become obligated to pay Inmarsat
      an
      amount per year equal to $115,000,000 (subject to adjustment as provided below)
      (the “Phase
      2 Annual Payment”),
      which
      amount shall be paid in four equal quarterly installments, in advance, such
      that
      the first payment shall be made on the day the Phase 2 Notice is delivered
      in an
      amount equal to a pro rata share of a full quarterly installment representing
      the proportion of a full quarterly period remaining between the day on which
      the
      Phase 2 Notice is delivered and the next quarter day (March 31, June 30,
      September 30 and December 31) (the “First
      Phase 2 Payment”)
      and
      subsequent installments being equal to one quarter of the prevailing annual
      amount. The amount of the Phase 2 Annual Payment shall be cumulatively increased
      at an annual rate of three percent (3%) calculated on a semi-annual basis and
      compounded annually, taking effect on June 30 and December 31 in each calendar
      year, commencing with the next relevant quarterly payment following the date
      on
      which the Phase 2 Notice is delivered (and so that in the event that the Phase
      2
      Notice is delivered on January 1, 2013, the three percent inflator will first
      be
      applied on June 30, 2013).

     

    (b) Early
      Termination and Notice. The
      MSV
      Parties will have the right to terminate the Phase 2 Annual Payments at their
      election, provided that (inclusive of the notice and payments made during such
      period) the MSV Parties will have provided to Inmarsat five (5) years or
      more of Phase 2 Annual Payments (“Five
      Years Payment Amount”).
      In
      order to effect an early termination, the MSV Parties shall provide the
      following prior notice to Inmarsat: (i) at least one year prior notice to
      terminate the Phase 2 Spectrum Plan early, effective as of the payment of the
      Five Years Payment Amount; and (ii) two years or more prior notice for
      termination of the Phase 2 Spectrum Plan, effective on or after the seventh
      year
      of Phase 2 Annual Payments. In the event that such notice and payment
      obligations are satisfied, early termination of the Phase 2 Spectrum Plan in
      accordance with this Section
      4.5(b)
      shall
      entitle the MSV Parties to continued operation in accordance with the Phase
      1
      Spectrum Plan (in the event a Phase 1 Election was made) or the Phase 1A
      Spectrum Plan (in the event a Phase 1A Election was made). 


    
      
        
        

      

      
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    (c) Payment
      Default. In
      the
      event the MSV Parties breach their obligations to make payments to Inmarsat
      under this Article 4 when required to do so in accordance with the terms of
      this
      Agreement and such breach is not remedied within 60 days following written
      notice from Inmarsat of such breach (“MSV
      Payment Default”),
      the
      provisions of Section 3.2(e) shall apply and the Parties’ spectrum usage rights
      may revert to the Primary Default Spectrum Plan or the Alternative Default
      Spectrum Plan, as set forth in Section 3.2(e) and Inmarsat may in addition
      be
      entitled to all other rights and remedies available hereunder and at law or
      equity against the MSV Parties.

     

    Section
      4.6 Fair
      Market Value.
      For the
      purposes of Section
      4.1,
      “Fair
      Market Value”
means
      the price per share in US Dollars and cents, on the Effective Date, at which
      SkyTerra Common Stock would change hands between a willing buyer and a willing
      seller, neither being under any compulsion to buy or to sell and both having
      reasonable knowledge of the relevant facts, and applying the following valuation
      principles and procedures:

     

    (a) the
      MSV
      Parties may in their absolute discretion offer Inmarsat the right to be issued
      under Sections 4.1, 4.2 and 4.4, instead of SkyTerra Common Stock, the same
      securities on the same terms (or on such terms as the Parties may agree in
      the
      relevant circumstances) as the securities purchased by a third party in the
      Triggering Investment and in the event that Inmarsat accepts such offer (in
      its
      absolute discretion) then (i) the provisions of Sections 4.1, 4.2 and 4.4 shall
      be amended to reflect the same and (ii) the Fair Market Value will be deemed
      to
      be the investment price per security at which the Triggering Investment is
      made;

     

    (b) in
      the case of a Triggering Investment in SkyTerra Common Stock or other pari
      passu equity securities of SkyTerra (not including securities of the type
      described in paragraph (c) below) (“Other Securities”) by a third party
      unaffiliated with the MSV Parties, Fair Market Value shall be the price at
      which
      such SkyTerra Common Stock or Other Securities are subscribed by the investor
      in
      such transaction;

     

    (c) in
      the
      case of a Triggering Investment in SkyTerra debt securities which have an
      equity-linked feature relating to SkyTerra Common Stock (e.g. convertible debt,
      securities with warrants or option features) or which have a preferred equity
      feature (e.g. preferred shares), Fair Market Value shall be determined based
      on
      a joint assessment by the Parties regarding the reasonable fair market value
      that a reasonable buyer would pay, and a reasonable seller would accept for
      SkyTerra Common Stock in a transaction occurring at the time of the Triggering
      Investment and assuming that the relative price negotiated for the Other
      Securities reflects “fair market value” for such securities, making appropriate
      adjustments based on standard market discounts or premiums for such respective
      instruments in accordance with paragraph (e) below, provided, however, that
      if
      the Parties cannot come to an agreement on Fair Market Value pursuant to this
      provision, then Fair Market Value for purposes of this Section 4.6(c) shall
      be
      determined by means of the method discussed in Section 4.6(f); 

     

    
      
        
        

      

      
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    (d) in
      all
      other cases, by triangulating fair market value by means of two or more of
      the
      following conventional valuation methodologies and adjusting such value in
      accordance with paragraph (e) below: (i) the VWAP for the SkyTerra Common Stock
      quoted on the applicable market over the 45 trading days immediately preceding
      the Effective Date; and (ii) comparable company trading valuations; or (iii)
      precedent transactions; or (iv) discounted cash flow analysis;

     

    (e) the
      equity derived or triangulated fair market values derived from the application
      of paragraphs (c) or (d) above may take into consideration the relevancy of
      any
      one or more conventional discounts or increases to price, which may include
      consideration of: (i) the relative illiquidity of the SkyTerra Common Stock
      to
      be issued to Inmarsat and the PIPE nature of the investment; (ii) the terms
      of
      the lock-up applicable to the shares being issued to Inmarsat; (iii) any
      increase in the indebtedness of any of the MSV Parties pursuant to the
      Triggering Investment, or any deferral of the SkyTerra Common Stock behind
      any
      instrument, security or right forming part of the financing transaction
      constituting the Triggering Investment; (iv) any dilution or potential dilution
      of the SkyTerra Common Stock by the Triggering Investment or any conversion,
      exchange, pre-emption anti-dilution or other similar rights in any instrument,
      security or right forming part of the financing transaction constituting the
      Triggering Investment; and (v) any other relevant factors relating to the
      differences in the value of the Inmarsat investment in comparison to the other
      Triggering Investment; and 

     

    (f) in
      the
      event the Parties cannot agree on the Fair Market Value in accordance with
      the
      above criteria within a reasonable period of time (not to exceed twenty (20)
      Business Days unless otherwise agreed by the Parties) following the Effective
      Date, the Fair Market Value shall be determined by an independent investment
      banking firm of international reputation and experience of international
      telecommunications corporate finance transactions, which firm shall be
      reasonably acceptable to SkyTerra and Inmarsat. If SkyTerra and Inmarsat are
      unable to agree upon an acceptable investment banking firm within ten (10)
      days
      after the date either party proposed that one be selected, the investment
      banking firm will be selected by an arbitrator located in New York City, New
      York, selected by the AAA (or if such organization ceases to exist, the
      arbitrator shall be chosen by a court of competent jurisdiction). The arbitrator
      shall select the investment banking firm (within ten (10) days of his
      appointment) from a list, jointly prepared by SkyTerra and Inmarsat, of not
      more
      than six investment banking firms of national reputation in the United States,
      of which no more than three may be named by SkyTerra and no more than three
      may
      be named by Inmarsat. The arbitrator may consider, within the ten-day period
      allotted, arguments from SkyTerra and Inmarsat regarding which investment
      banking firm to choose, but the selection by the arbitrator shall be made in
      its
      sole discretion from the list of six. SkyTerra and Inmarsat shall submit their
      respective proposed valuations and other relevant data to the selected
      investment banking firm, and such investment banking firm shall, within thirty
      days of its appointment, make its own determination of the Fair Market Value,
      applying the valuation criteria and methodology set out above. The determination
      of the Fair Market Value by such investment banking firm shall be final and
      binding upon the Parties. SkyTerra and Inmarsat shall split equally all of
      the
      fees and expenses of the investment banking firm and arbitrator (if any) used
      to
      determine the Fair Market Value. If required by any such investment banking
      firm
      or arbitrator, SkyTerra and Inmarsat shall each execute a retainer and
      engagement letter containing reasonable terms and conditions, including, without
      limitation, customary provisions concerning the rights of indemnification and
      contribution by SkyTerra and Inmarsat in favor of such investment banking firm
      or arbitrator and its officers, directors, partners, employees, agents and
      Affiliates.

     

    
      
        
        

      

      
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    Section
      4.7 Taxes. Inmarsat
      shall be liable for all taxes, levies, duties, costs, charges, withholdings,
      deductions or any charges of equivalent effect, including any applicable
      interest and penalties imposed on, or in respect of, all payments under this
      agreement by any authority having the power to impose such taxes (whether or
      not
      the taxes described therein are collected by withholding or otherwise) provided
      always that the MSV Parties shall remain responsible for any income tax,
      including any applicable interest and penalties imposed on its profits or net
      income by taxation authorities in the United States or any other territory
      as a
      result of the MSV Parties maintaining a permanent establishment in that
      territory.

     

    Inmarsat
      shall use all reasonable efforts to furnish a valid and complete beneficial
      owner withholding certificate to the MSV Parties, it being understood that
      the
      request for and provision of such a withholding certificate does not represent
      a
      position by either the MSV Parties or Inmarsat that any of the payments to
      be
      made hereunder are US source income, that any tax obligation exists or any
      withholding certificate is in fact required. The
      Parties agree that Inmarsat’s submission of a beneficial ownership withholding
      certificate is made on a protective basis only. If any withholding tax is
      ultimately required to be imposed, the
      MSV
      Parties shall use their best reasonable efforts to help Inmarsat minimize the
      amount of such withholdings or deductions, including (but not limited to) any
      restructuring to payment flows hereunder that would mitigate such withholdings
      or deductions provided that Inmarsat shall reimburse the MSV Parties for any
      reasonable costs incurred by the MSV Parties in connection with any such
      restructuring or other tax minimization activities.

     

    In
      the
      event that Inmarsat is responsible for a tax in accordance with this
Section
      4.7
      and the
      MSV Parties may be required to withhold and remit to a taxation authority by
      deduction or otherwise, on or in respect of any part of the amounts to be paid
      by the MSV Parties to Inmarsat under this Agreement, the MSV Parties shall
      not
      gross up the amounts to be paid by the MSV Parties to Inmarsat under this
      Agreement but instead such amount withheld or collected and remitted to a
      taxation authority will be considered paid to Inmarsat by the MSV Parties.
      The
      MSV Parties will severally provide reasonable assistance to Inmarsat in its
      discussions with the relevant taxation authorities to minimize the amount of
      such withholdings or deductions.

     

    Section
      4.8 Interest
      on Late Payments. In
      the
      event that any payments due hereunder are made to Inmarsat later than two (2)
      business days following the due date hereunder, the MSV Parties shall owe
      Inmarsat interest from the date such payments were due on such overdue amounts
      at a monthly rate of one (1) percent.  

     

    
      
        
        

      

      
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    ARTICLE
      5 - REGULATORY FILINGS AND SIMILAR MATTERS

     

    Section
      5.1 Withdrawal
      of Pending Filings.
      In
      recognition of having agreed upon the L-band Coordination Plan
      and in
      order to advance the intent and purpose of this Agreement as soon as practicable
      following the Signing Date and in any event no later than twenty-five (25)
      calendar days thereafter, unless the Parties otherwise agree, the MSV Parties
      and Inmarsat shall respectively withdraw any and all formal and informal
      complaints, objections, oppositions, petitions, comments, demands, pleadings,
      and other requests that (i) they have made or filed with any of the
      Administrations, the ITU, and/or any other governmental, quasi-governmental
      or
      regulatory body with respect to a matter that is the subject of this Agreement,
      (ii) in the case of the MSV Parties, relate to Inmarsat, to any of its Related
      Parties, or to any filings made by Inmarsat or any of its Related Parties,
      (iii)
      in the case of Inmarsat, relate to the MSV Parties, to any of their Related
      Parties, or to filings made by the MSV Parties or any of their Related Parties,
      and (iv) are in matters or proceedings that have not been finally resolved
      (“Relevant
      Filings”),
      including, without limitation, those identified on Exhibit
      P;
      provided, however, that (x) the Parties will not be required to withdraw their
      filings in IB Docket No. 96-132 and WT Docket No. 01-289; (y) Inmarsat will
      not
      be required to withdraw its filings related to any 2 GHz proceeding; and (z)
      the
      Parties’ withdrawals of certain filings (items 1 through 10 in Exhibit
      P)
      will
      indicate that they are subject to the FCC, Ofcom and Industry Canada exchanging
      letters that accept the initial phase of the trilateral coordination agreement,
      including the Phase 1 Alternative Spectrum Plan--Without Intended Spectrum,
      and
      the relevant parameters of satellite coordination. In addition, the MSV Parties
      agree to withdraw their request for authority for TDD in the 1.5 GHz band as
      contained in both their pending application to modify their ATC authorization
      at
      the FCC (the “MSV
      ATC License Mod”),
      as
      part of those filings being submitted pursuant to Section
      5.2
      below.
      In addition, each Party shall use its respective commercially reasonable efforts
      to cause its respective Affiliates and Related Parties and other third parties
      to withdraw any Relevant Filings relating to any of the other Parties or any
      of
      the Affiliates or Related Parties of another Party, and otherwise to act (or
      refrain from acting) in a manner that is fully consistent with the terms and
      conditions set forth in this Agreement. If any Affiliates or Related Parties
      of
      a Party fail to withdraw any such Relevant Filings, or commence any new
      regulatory oppositions, complaints or similar filings, in each case contrary
      to
      the interests of the other Party(ies) but with respect to a matter that is
      the
      subject of this Agreement, then the Party whose Affiliate or Related Party
      is
      failing to withdraw, or commencing, such opposition or complaint shall promptly
      make all appropriate regulatory filings and take all other appropriate
      regulatory action to support the interests of the other Party(ies) and/or in
      support of the filings of the other Party, in coordination and cooperation
      with
      the other Party in accordance with the Parties’ agreement
      hereunder.

     

    Section
      5.2 New
      Filings.
      In
      recognition of having agreed upon the L-band Coordination Plan and in order
      to
      advance the intent and purpose of this Agreement, as soon as practicable
      following the Signing Date and in any event no later than twenty-five
      (25) calendar days thereafter, unless the Parties otherwise agree, the MSV
      Parties and Inmarsat shall respectively make those filings identified in
Exhibit
      Q,
      and any
      other filings with any of the Administrations as may be mutually agreed by
      the
      Parties; provided, however, that the filings will indicate that they are subject
      to the FCC, Ofcom and Industry Canada exchanging letters that accept the initial
      phase of the trilateral coordination agreement, including the Phase 1
      Alternative Spectrum Plan--Without Intended Spectrum, and the relevant
      parameters of satellite coordination. The Parties agree to use their respective
      best commercial efforts to assist each other and Related Parties in seeking
      and
      obtaining all other approvals and authorizations from any of the Administrations
      to implement this Agreement, including, but not limited to, grant of equipment
      certifications and mobile earth terminal applications for the operation of
      the
      networks of the MSV Parties or Inmarsat, the FCC applications listed in
Exhibit
      P,
      the
      applications listed in Exhibit
      Q,
      and any
      other applications seeking to use the Disputed Spectrum, the Tolled Spectrum,
      the Phase 0 Block, and/or any Inmarsat satellite or satellite of the MSV Parties
      in a manner consistent with this Agreement.

     

    
      
        
        

      

      
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    The
      Parties agree that Inmarsat and the MSV Parties shall be permitted to apply
      for
      ATC (or analogous) authorization in any jurisdiction with any appropriate
      Administration or any other applicable governmental or regulatory body. In
      the
      event that Inmarsat seeks to obtain any greater flexibility in its provision
      of
      ATC in the United States than the MSV Parties have pursuant to the Current
      ATC
      License, the MSV Parties may, in their sole discretion, file a request to modify
      the Current ATC License to parallel the authority sought by or approved for
      Inmarsat and Inmarsat agrees not to file against or otherwise oppose any such
      filing by the MSV Parties. 

     

    Section
      5.3 Meetings
      with Administrations.
      As soon
      as practicable following the Signing Date and in any event no later than
      twenty-five (25) calendar days thereafter, the MSV Parties and Inmarsat
      shall make a joint presentation to the appropriate staff or office of the FCC
      regarding this Agreement. Such joint presentation shall address, among other
      things, the Spectrum Plans, the relevant parameters of satellite coordination
      and the technical parameters for ATC agreed hereunder. As soon as reasonably
      practicable following the joint visit to the FCC, the Parties agree that the
      same or similar actions will be taken with Industry Canada, and with Ofcom
      on
      the Spectrum Plans and the relevant parameters of satellite coordination
      hereunder. 

     

    Section
      5.4 Further
      Communications from and with Administrations, Other Regulatory Agencies, or
      the
      ITU.

     

    (a) Communications
      from Administrations, Other Regulatory Agencies or the
      ITU.
      In the
      event any Party receives any written communication or any material oral
      communication from any governmental or regulatory authority or the ITU related
      to the principles and agreements regarding any of the Plans or any provision
      of
      this Agreement, such Party shall promptly convey the substance or (if received
      in writing) deliver a copy of such communication to all other Parties (who
      shall
      receive it subject to the duties of confidentiality assumed hereunder), except
      to the extent precluded from doing so by such governmental authority, in which
      case such Party shall disclose as much relevant information regarding the
      communication as is permissible. The Parties shall cooperate in good faith
      to
      discuss appropriate responses to any communication or request from any
      governmental or regulatory authority or the ITU regarding the principles and
      agreements regarding the
      Plans
      and/or the other provisions of this Agreement,
      and
      each Party shall prosecute diligently any filing, petition or pleading submitted
      to any Administration with respect to the Plans and/or any other provision
      of
      this Agreement.

     

    (b) Communications
      with Administrations, Other Regulatory Agencies or the
      ITU.
      Except
      as contemplated by this Agreement, during the Term of this Agreement (or, if
      the
      Agreement is terminated, until completion of all regulatory proceedings
      following the completion of the Arbitrations, or any of them), the MSV Parties
      and Inmarsat respectively agree not to make, without the prior written agreement
      of the other Parties (which shall not be unreasonably withheld, conditioned
      or
      delayed), any regulatory filings or to take any regulatory actions with any
      administration, including in opposition to another Party or in opposition to
      another Party’s Affiliates and/or Related Parties, that are materially
      inconsistent with the agreements, commitments and rights of the Parties set
      forth in this Agreement, including with respect to spectrum use and satellite
      coordination, and all other issues as set forth in this Agreement and the
      exhibits thereto. Each of the Parties shall use their respective commercially
      reasonable efforts to ensure that their respective Affiliates, Related Parties,
      and other third parties comply with the foregoing obligations. The Parties
      will
      consult in good faith with one another with regard to any regulatory filing
      or
      action that might reasonably be considered to conflict with this Agreement
      or
      where the Parties reasonably believe that their positions might conflict on
      issues material to this Agreement. The Parties agree to promptly consider the
      proposed filing or action, with a goal of ensuring the most expeditious response
      possible and to avoid any delay in the intended filing schedule, subject to
      the
      parallel goal of ensuring cooperation and avoiding conflict. The Parties agree
      that they will make available the appropriate resources, including access to
      the
      appropriate decision makers, to effectuate the goals set forth herein,
      culminating, if requested by either Party, in review and discussion by the
      respective CEOs.

     

    
      
        
        

      

      
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    Section
      5.5  Implementation
      of the L-band Coordination Plan.

     

    (a) As
      soon
      as practicable, but in no event later than twenty (20) days following initial
      meetings with the Administrations pursuant to Section 5.3, unless otherwise
      agreed by the Parties, the Parties shall request each of their respective
      Administrations to (i) exchange letters among the United States, the United
      Kingdom and Canada that accept the initial phase of the trilateral coordination
      agreement, including the Phase 1 Alternative Spectrum Plan-Without Intended
      Spectrum, and the relevant parameters of satellite coordination agreed
      hereunder, and (ii) notify the ITU that L-Band satellite coordination has been
      completed for all satellites included in the L-band Coordination Plan as among
      the Parties and their satellites.

     

    (b) The
      Parties agree to use their respective best efforts to work with their respective
      Administrations, any other applicable administrations and any applicable
      satellite operators, in a mutually agreed manner, to establish long-term
      stability for each Party’s respective operations, including amending the Mexico
      MOU, as appropriate, and will use their respective best commercial efforts
      to
      add to the Mexico City MOU any satellites within the scope thereof but not
      expressly included therein and to make any appropriate modifications to the
      Mexico City MOU, in each case consistent with this Agreement and the L-band
      Coordination Plan.

     

    (c) In
      order
      to address operational requirements, the Parties agree to hold regular
      coordination meetings at least annually to discuss updates and changes to their
      respective satellite systems, including potential Future Satellites, or any
      possible changes to the L-band coordination agreement(s). The MSV Parties and
      Inmarsat each agree to use their respective best commercial efforts to negotiate
      the terms of revised satellite coordination agreements to reflect these changes
      and updates under the guiding principles and dispute resolution processes
      established by this Section
      5.5.

     

    (d) The
      Parties’ implementation of the L-band Coordination Plan shall be subject to the
      satisfaction or fulfillment of any applicable legal and regulatory conditions
      and requirements, including, to the extent necessary, entering into, filing,
      and
      obtaining the ratification or agreement of the Administrations with respect
      to
      the agreements set forth herein, and any necessary amendments or supplements
      thereto, in accordance with this Agreement and the Mexico City MOU and
      applicable ITU processes, procedures and the ITU Radio Regulations. The Parties
      will make all necessary regulatory filings in connection with the L-band
      Coordination Plan.

     

    
      
        
        

      

      
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    (e) With
      a
      further goal of ensuring continued cooperation, and avoiding conflict,
      consistent with the terms of this Agreement, the Parties will establish a
      technology-focused forum to seek to resolve any and all interference issues
      between the Parties as regards their respective MSS or ATC activities. For
      such
      purposes, the Parties agree to establish a working group for the regular and
      collaborative discussion of inter-system interference issues, which shall be
      the
      forum for the initiation of any and all interference concerns between the
      Parties (the “Coordination
      Forum”).
      Following such establishment, the Parties shall use their respective best
      commercial efforts: (1) to ensure that their nominated attendees at
      Coordination Forum meetings are senior and experienced representatives capable
      of binding their employer by their agreement; (2) expeditiously to bring
      any interference issues to the Coordination Forum for resolution; and
      (3) to collaborate and cooperate with the other Parties at Coordination
      Forum meetings to resolve any and all interference concerns of the Parties
      in a
      mutually satisfactory manner. 

     

    (f) The
      Parties shall work together cooperatively on a best commercial efforts basis
      to
      best position this Agreement (including the L-band Coordination Plan) and any
      subsequent agreements between the Parties, including any subsequent SSAs Plan
      in
      light of any applicable Administration policies or other regulatory
      requirements, including any applicable international agreements, including
      the
      Mexico City MOU, the Dubai MOU and the ITU Radio Regulations, it being
      understood that the MSV Parties’ efforts with respect to the Dubai MOU will be
      commercially reasonable efforts if and as requested by Inmarsat in support
      of
      Inmarsat’s efforts in ITU Regions 1 and 3.

     

    (g) The
      Parties agree that they shall use their respective best commercial efforts
      to
      work with their respective Administrations and other third parties, in a
      mutually agreed manner, to seek to make any appropriate modifications to the
      Mexico City MOU in order to ensure that the Mexico City MOU is consistent with
      this Agreement.

     

    (h) Inmarsat
      agrees to use its best commercial efforts to obtain all regulatory and third
      party approvals needed for a timely implementation of the Phase 1 Spectrum
      Plan,
      including any approvals required with respect to the provision of AMS(R)S.
      In
      that regard, Inmarsat commits that it will provide the MSV Parties with (i)
      a
      written plan discussing its current and projected efforts to secure such
      approvals to be delivered within ninety days of the Effective Date and (ii)
      periodic updates regarding such efforts, including as requested by the MSV
      Parties; and (iii) timely notice of any changes to the plan or issues raised
      by
      others that may impact the timely and complete implementation of the Phase
      1
      Spectrum Plan.

     

    
      
        
        

      

      
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    ARTICLE
      6 - REPRESENTATIONS AND WARRANTIES; COVENANTS 

     

    Section
      6.1 Representations
      of Inmarsat.
      Inmarsat represents and warrants that (a) it is a company duly incorporated
      under the laws of England and Wales; (b) it has the requisite corporate
      power and authority to execute, deliver and perform this Agreement; (c) the
      execution and delivery of this Agreement and the performance by Inmarsat
      hereunder of the obligations contemplated hereby and compliance with the
      provisions hereof will not, except as otherwise provided in this Agreement:
      (i) violate or conflict with, or require any consent, approval, notice or
      filing under, (A) any provision of any federal, provincial, state or local
      law, statute, rule or regulation, or any ruling, writ, injunction, order,
      judgment or decree of any court, administrative agency or other governmental
      body applicable to it or any of its properties or assets, or (B) any
      contractual arrangement or agreement to which Inmarsat is a party, or
      (ii) violate its constitutional documents; (d) this Agreement has been
      executed and delivered by a duly authorized representative of Inmarsat;
      (e) this Agreement constitutes a binding obligation of Inmarsat,
      enforceable against Inmarsat in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium, or other laws relating
      to or
      affecting the rights and remedies of creditors generally and to general
      principles of equity (regardless of whether in equity or at law); (f) there
      is no civil, criminal or administrative action, suit, claim, notice, hearing,
      inquiry, proceeding or investigation at law or in equity by or before any court,
      arbitrator or similar panel, governmental instrumentality or other agency now
      pending or, to the best knowledge of Inmarsat, threatened against Inmarsat
      which
      if determined adversely thereto could reasonably be expected to have a material
      adverse effect on Inmarsat’s ability to perform the obligations contemplated by
      this Agreement; (g) Inmarsat is the duly authorized and designated UK
      operator under the Mexico City MOU; and (h) Inmarsat has done sufficient due
      diligence and planning to have reasonably ascertained that it will be able
      to
      perform its obligations regarding the transition of spectrum as provided in
      this
      Agreement.

     

    Section
      6.2 Representations
      of the MSV Parties.
      Each of
      the MSV Parties represents and warrants that (a) it is duly organized,
      validly existing and in good standing under the laws of the state of its
      organization or incorporation; (b) it has the requisite corporate or
      partnership power, as the case may be, and authority to execute, deliver and
      perform this Agreement; (c) the execution and delivery of this Agreement
      and the performance by each of the MSV Parties hereunder of the obligations
      contemplated hereby and compliance with the provisions hereof will not, except
      as otherwise provided in this agreement: (i) violate or conflict with, or
      require any consent, approval, notice or filing under, (A) any provision of
      any federal, provincial, state or local law, statute, rule or regulation, or
      any
      ruling, writ, injunction, order, judgment or decree of any court, administrative
      agency or other governmental body applicable to it or any of its properties
      or
      assets, or (B) any contractual arrangement or agreement to which either MSV
      Party is a party, or (ii) violate its organizational documents;
      (d) this Agreement has been executed and delivered by its duly authorized
      representative; (e) this Agreement constitutes a binding obligation of such
      MSV Party, enforceable against it in accordance with its terms, subject to
      applicable bankruptcy, insolvency, reorganization, moratorium, or other laws
      relating to or affecting the rights and remedies of creditors generally and
      to
      general principles of equity (regardless of whether in equity or at law);
      (f) there is no civil, criminal or administrative action, suit, claim,
      notice, hearing, inquiry, proceeding or investigation at law or in equity by
      or
      before any court, arbitrator or similar panel, governmental instrumentality
      or
      other agency now pending or, to the best knowledge of the MSV Parties,
      threatened against either of the MSV Parties which if determined adversely
      thereto could reasonably be expected to have a material adverse effect on such
      MSV Party’s ability to perform the obligations contemplated by this Agreement;
      (g) MSVLP is the duly authorized and designated US operator under the
      Mexico City MOU; (h) MSV Canada is the duly authorized and designated
      Canadian operator under the Mexico City MOU; and (i) the MSV Parties have done
      sufficient due diligence and planning to have reasonably ascertained that it
      will be able to perform its obligations regarding the transition of spectrum
      as
      provided in this Agreement.

     

    
      
        
        

      

      
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      Section
        6.3 Limitation
        on Representations and Warranties.
        EXCEPT
        AS EXPRESSLY SET FORTH IN SECTIONS 6.1 AND 6.2, NO PARTY MAKES ANY
        REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS
        OR
        IMPLIED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PARTY OR ITS
        REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE
        OF THE
        WARRANTIES SET FORTH IN SECTIONS 6.1 OR 6.2.

       

      Section
        6.4 Contingent
        Reciprocal License Grant.
        The MSV
        Parties and Inmarsat each agree that, at any time following the Effective
        Date
        upon the request of one Party, which request shall be evidenced in writing
        and
        duly delivered in accordance with the notice provisions of this Agreement,
        the
        other Parties will each grant to the requesting Party a non-exclusive right
        and
        license (terminable by the non-defaulting party only upon the material breach
        the other Party of the terms of this Agreement) in and to all Proprietary
        Technology owned or controlled by the licensing Party(ies) solely for use
        (which
        use shall include, without limitation, adaptation, modification and development)
        in connection with the Licensed Field of Use and for no other purpose
        (a) effective and commencing upon the Phase 1 Completion Date or the
        implementation of any of the Phase 1 Alternative Spectrum Plans or the Primary
        Default Spectrum Plan, (b) royalty-free, in the case of any Proprietary
        Technology developed independently by the licensing Party where the Proprietary
        Technology is deployed by any of the Parties in North America, (c) at a
        commercially reasonable royalty rate to be negotiated in good faith by the
        Parties, in the case of any Proprietary Technology developed independently
        by
        the licensing Party where the Proprietary Technology is deployed outside
        North
        America, and (d) royalty-free, in the case of any Proprietary Technology
        developed collaboratively by the Parties pursuant to their collaboration
        regarding any ATC service. Following delivery of written notice by a Party
        of
        its desire to seek a license from the other Party hereunder, the Parties
        shall
        negotiate the terms of the license in good faith, with a goal of completion
        within six (6) months thereafter; provided, that in the event of an
        election by one Party to seek a license hereunder, the other Party shall
        have at
        least sixty (60) days thereafter to seek a reciprocal license, which
        license will be negotiated simultaneously with the other requested license,
        unless otherwise agreed. The licenses granted under the Parties’ respective
        Proprietary Technology pursuant to this Section
        6.4
        shall be
        binding on the successors and assigns of the granting Party’s Proprietary
        Technology.

       

      Section
        6.5 Export
        Control Regulations.
        It is
        expressly agreed that the execution of this Agreement and any subsequent
        delivery of goods, software, information or services resulting from the award
        of
        a contract hereunder will be subject to all applicable export controls imposed
        or administered by all Applicable Law, including the U.S. Department of Commerce
        as well as by any other government agency that may impose any such controls,
        including but not limited to the export of technical data, equipment, software
        and know-how.

       

      Section
        6.6 Compliance.

       

      (a) Each
        Party represents and warrants that it will take no action in relation to
        this
        Agreement that would be in violation of, and otherwise shall take any and
        all
        actions necessary to comply with, the applicable laws and regulations of
        the
        United States of America, England and Wales, Canada or any other applicable
        jurisdiction.

       

      
        
          
          

        

        
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    (b) Each
      Party warrants that, in connection with the matters which are the subject of
      this Agreement, neither it nor its Affiliates have made, offered, or authorized
      and will not make, offer, or authorize any payment, gift, promise or other
      advantage, whether directly or through any other Person, to or for the use
      or
      benefit of any Foreign Official (for purposes of this Agreement, “Foreign
      Official”
shall
      mean any person holding a legislative, administrative or judicial office,
      including any person employed by or acting on behalf of a public agency, a
      public enterprise or a public international organization or any political party
      or political party official or candidate for office), where such payment, gift,
      promise or advantage would violate the Applicable Law of the United States
      (including the U.S. Foreign Corrupt Practices Act), Canada or the United
      Kingdom.

     

    (c) In
      the
      event that one Party reasonably believes that another Party, either directly
      or
      indirectly, has materially breached any of the provisions of this Section
      6.6,
      or
      otherwise improperly influenced or attempted to influence any government
      official in the performance of its obligations under this Agreement or otherwise
      in any other manner related to this Agreement, such Party may terminate this
      Agreement without cost, penalty or damages.

     

     Section
      6.7 Actions
      by Affiliates and Other Third Parties.
      Each
      Party shall use its commercially reasonable efforts: (i) to cause its
      respective Affiliates and Related Parties to act (or refrain from acting) in
      a
      manner that is fully consistent with the terms and conditions set forth in
      this
      Agreement and (ii) to take appropriate remedial action against any of its
      respective Affiliates that act (or refrain from acting) in a manner not fully
      consistent with the terms and conditions of this Agreement.

     

    Section
      6.8 Public
      Announcements and Disclosures.
      Promptly following the execution of this Agreement, the Parties shall work
      in
      good faith to establish a mutually agreeable plan for making public
      announcements and disclosures regarding this Agreement and the subject matter
      thereof. Except as may be mutually agreed by the Parties, no Party shall publish
      any press release or make any other public announcement concerning this
      Agreement or the transactions contemplated hereby without the prior written
      consent of the other Parties, which consent shall not be unreasonably withheld,
      conditioned or delayed; provided, that any Party (or its Affiliates) shall
      be
      permitted to make public disclosures regarding this Agreement to the extent,
      and
      on as limited a basis as possible, where such disclosure (i) is required by
      applicable legal or regulatory requirements, including contractual obligations,
      the rules or regulations of any applicable securities exchange or regulator,
      or
      in connection with a public offering of securities by such Party or any of
      its
      Affiliates or (ii) is required in connection with any regulatory filing or
      other filing required to be made by such Party or any of its Affiliates;
      provided, further, that in the case of any such permitted public disclosures,
      the disclosing Party shall provide the other Party a reasonable opportunity
      to
      review and comment on the proposed disclosure consistent with the foregoing
      and
      will use all reasonable efforts to accept the reasonable comments received
      from
      the other Party consistent with applicable legal and filing
      requirements.

     

    Section
      6.9 Further
      Assurances.

     

    (a) In
      addition to the actions specifically provided for elsewhere in this Agreement,
      each Party shall use its commercially reasonable efforts, prior to, on and
      after
      the Signing Date, to take, or cause to be taken, all actions, and to do, or
      cause to be done, all things, reasonably necessary, proper or advisable under
      applicable laws, regulations and agreements to accomplish and make effective
      the
      purposes, objectives and actions contemplated by this Agreement. Further, each
      Party shall refrain from taking any action which results in, or could reasonably
      be expected to result in, any restriction, deprivation, interference with or
      material limitation on the rights of, or benefits intended to be accrued by,
      the
      other Party(ies) or their respective successors under this
      Agreement.


    
      
        
        

      

      
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    (b) Without
      limiting the foregoing, prior to, on and after the Signing Date, each Party
      shall cooperate with the other Parties, and without any further consideration,
      but at the expense of the requesting Party, to execute and deliver, or use
      its
      commercially reasonable efforts to cause to be executed and delivered, all
      instruments, and to make all filings with, and to obtain all consents of, any
      governmental authority or any other Person under any permit, license, agreement,
      indenture or other instrument, and to take all such other actions as such Party
      may reasonably be requested to take by any other Party from time to time,
      consistent with the terms of this Agreement, in order to effectuate the
      provisions, purposes and objectives of this Agreement and the other actions
      contemplated hereby and thereby.

     

    ARTICLE
      7 - TERM AND TERMINATION

    Section
      7.1 Term.
      The term of this Agreement and the rights and obligations set forth herein
      shall
      commence upon execution by all the Parties hereto and, subject to Section
      7.4
      below,
      shall continue until December 31, 2107 unless terminated earlier in accordance
      with Section
      7.2
      below
      (the “Term”).

     

    Section
      7.2 Termination.
      Prior
      to the expiration of the Term, this Agreement may be terminated as
      follows:

     

    (a) at
      any
      time by mutual written agreement of the Parties;

     

    (b) by
      the
      MSV Parties, in the event that Inmarsat suffers or permits the appointment
      of a
      receiver for its business or assets, initiates or becomes subject to voluntary
      or involuntary proceedings under any bankruptcy or insolvency law (which
      proceedings remain undismissed for thirty (30) days), or is wound up or
      liquidated, becomes insolvent or otherwise unable to pay its debts as they
      fall
      due, or is in default (and any period for remedy has expired) in relation to
      any
      of its material obligations to any material third party creditor or lender;
      provided,
      however,
      that in
      the event that one of the foregoing events occurs with respect to Inmarsat
      where
      a successor entity or other member of the Inmarsat group assumes the related
      liabilities hereunder of Inmarsat to perform this Agreement, the foregoing
      events will not constitute an event of termination hereunder; 

     

    (c) by
      Inmarsat, in the event that MSVLP, MSV Canada or SkyTerra suffers or permits
      the
      appointment of a receiver for its business or assets, initiates or becomes
      subject to voluntary or involuntary proceedings under any bankruptcy or
      insolvency law (which proceedings remain undismissed for thirty (30) days),
      or is wound up or liquidated, becomes insolvent or otherwise unable to pay
      its
      debts as they fall due, or is in default (and any period for remedy has expired)
      in relation to any of its material obligations to any material third party
      creditor or lender; provided,
      however,
      that in
      the event that one of the foregoing events occurs with respect to one or two
      of
      the MSV Parties, where the remaining MSV Party(ies) assumes the related
      liabilities hereunder of such other MSV Party to perform this Agreement, the
      foregoing events will not constitute an event of termination
      hereunder;

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (d) by
      the
      MSV Parties, in the event that Inmarsat shall breach any material provision
      of
      this Agreement and shall not have remedied such breach (where capable of remedy)
      within 60 days following written notice from Inmarsat of such breach;
      or

     

    (e) by
      Inmarsat, in the event that any of the MSV Parties shall breach any material
      provision of this Agreement and shall not have remedied such breach (where
      capable of remedy) within 60 days following written
      notice from any of the MSV Parties of such
      breach.

     

     Section
      7.3 Regulatory
      Change.
      Without
      limiting any specific provision herein to the contrary, if any court or federal,
      state or local government authority or international body with jurisdiction
      orders or takes any action which becomes effective and which requires the
      termination or material modification of this Agreement to comply with such
      action or otherwise with Applicable Law (a “Permissibility
      Determination”),
      the
      Parties shall use their respective best efforts to renegotiate this Agreement
      in
      good faith and recast this Agreement in terms that are likely to cure the
      defects caused by the Permissibility Determination while maintaining the benefit
      of the bargain to the Parties hereunder and to return a balance of benefits
      to
      the Parties comparable to the balance of benefits provided by the Agreement
      in
      its current terms and otherwise in a manner consistent with this Agreement.
      If
      the Parties are unable to recast this Agreement in a manner that cures such
      defects and otherwise is mutually agreeable to the Parties, this Agreement
      will
      terminate, subject to Section
      7.4,
      effective on such date as the Parties’ activities are required to terminate
      pursuant to the Permissibility Determination.

     

     Section
      7.4 Force
      Majeure.
      If any
      Party is affected by Force Majeure it shall immediately notify the other Parties
      of the nature and extent of the Force Majeure event. No Party shall be deemed
      to
      be in breach of this Agreement, or otherwise be liable to another Party, by
      reason of any delay in performance, or non-performance, of any of its
      obligations under this Agreement to the extent that such delay or
      non-performance is due to any Force Majeure of which it has notified the other
      Parties and the time for performance of that obligation shall be extended
      accordingly. Each Party shall use its reasonable efforts to minimize the effects
      of or shorten the duration of any Force Majeure event and resume the performance
      of its obligations under this Agreement as soon as possible. If the Force
      Majeure in question prevails for a continuous period in excess of one hundred
      eighty (180) days and prevents any Party from carrying out any of its
      material obligations hereunder (which for the avoidance of doubt shall without
      prejudice to the generality of the foregoing include any obligation to pay
      money
      in excess of $1,000,000, any obligation to issue stock and any obligation to
      implement any Spectrum Plan), the Parties shall enter into bona fide discussions
      with a view to mitigating its effects, or to agreeing upon such alternative
      arrangements as may be fair and reasonable and failing agreement on the same
      within a further 90 days, any Party may unilaterally and in its absolute
      discretion terminate this Agreement with immediate effect by notice in writing
      to the other Parties.

     

    
      
        
        

      

      
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    Section
      7.5 Survival.
      Notwithstanding the termination of this Agreement, Sections 3.2, 3.3, 3.4,
      3.5,
      5 and 7.5 (and related Exhibits) shall survive such termination as set forth
      therein and Articles 4, 6, 8, 9 and this Article 7 shall survive to the extent
      that such survival is necessary or appropriate for the enforcement of the rights
      and obligations of the Parties under (i) the surviving Sections detailed above
      or which accrued on or prior to termination of this Agreement, and (ii) any
      other provisions of this Agreement which are expressly or by implication to
      come
      into or continue in force after such termination, and, in the case of clauses
      (i) and (ii), any Article, Section or provision hereof required to
      implement or establish the meaning of such provisions. 

     

    ARTICLE
      8 - INDEMNIFICATION

     

    Section
      8.1 Indemnification
      by the Parties; Limitation of Liability.

     

    (a) The
      MSV
      Parties shall defend, indemnify and hold harmless any Inmarsat Affiliated Party
      from and against any and all damages, liabilities, losses, judgments and costs
      and expenses (including reasonable attorneys fees) (collectively “Damages”)
      incurred by any Inmarsat Affiliated Party in connection with the defense or
      settlement of all claims, suits, judgments, proceedings or causes of action
      brought by any third Person (collectively “Claims”)
      in
      which any Inmarsat Affiliated Party may be involved or threatened to be
      involved, as a party or otherwise, arising out of the willful default by any
      of
      the MSV Parties of their respective material obligations hereunder.

     

    (b) Inmarsat
      shall defend, indemnify and hold harmless any MSV Affiliated Party from and
      against any and all Damages incurred by any MSV Affiliated Party in connection
      with the defense or settlement of any Claims by any third Person in which any
      MSV Affiliated Party may be involved or threatened to be involved, as a party
      or
      otherwise, arising out of (i) the willful default by Inmarsat of its
      material obligations hereunder or (ii) after the MSV Parties have made the
      final payment required upon completion of the Phase 1 Transition (as described
      in Sections 4.3(b) and 4.4) and provided further that the MSV Parties continue
      to act in full compliance with the terms of this Agreement, any interference
      caused to End Users by the operation of the MSV Network, as long as the MSV
      Network is operated in accordance with this Agreement, including any operating
      and technical parameters applicable thereto in accordance with this
      Agreement.

     

    (c) Subject
      to the terms and conditions set forth in this Agreement and the Spectrum Plans,
      and so long as the MSV Parties continue to act in full compliance with the
      terms
      of this Agreement and the MSV Network is operated pursuant to the
      then-applicable Spectrum Plan and otherwise in accordance with this Agreement
      and any technical and operational parameters applicable to them, and the terms
      of all governmental licenses after the MSV Parties have made the final payment
      required upon the Phase 1 Completion Date (as described in Sections 4.3(b)
      and
      4.4), Inmarsat agrees that neither it nor any of its Affiliates or Related
      Parties shall take any legal or other action or file any claim or charge seeking
      remedies or redress, including injunctive or equitable relief, against the
      MSV
      Parties or any of their Affiliates or Related Parties, directly or indirectly,
      including in any court or with any Administration or other regulatory agency
      or
      body, based on or related to interference caused to end-users of the Inmarsat
      Network by the MSV Parties’ operation of the MSV Network as
      aforesaid.


    
      
        
        

      

      
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    Section
      8.2 Indemnification
      Procedure.

     

    (a) Each
      MSV
      Affiliated Party or each Inmarsat Affiliated Party (an “Indemnified
      Party,”
as
      applicable) will give the Indemnifying Party prompt written notice of any Claims
      with respect to which such Indemnified Party seeks indemnification pursuant
      to
      Section 8.1 hereof promptly after written notice of such action, suit or
      proceeding was provided to the Indemnified Party. The failure to so notify
      the
      Indemnifying Party under this Section
      8.2
      will not
      relieve the Indemnifying Party of its obligations hereunder, except to the
      extent that such failure actually prejudices the Indemnifying Party, whether
      by
      adversely affecting the Indemnifying Party’s ability to defend such Claim, or
      increasing the amount of the Indemnifying Party’s liability, or
      otherwise.

     

    (b) The
      Indemnified Party shall be entitled, at the sole expense and liability of the
      Indemnifying Party, to exercise full control of the defense, compromise or
      settlement of any Claim, unless the Indemnifying Party within thirty
      (30) days after the delivery of notice by the Indemnified Party pursuant to
Section
      8.2
      hereof
      shall: (i) notify such Indemnified Party in writing of the intention of the
      Indemnifying Party to assume the defense of such Claim; and (ii) retain
      legal counsel to conduct the defense of such Claim reasonably satisfactory
      to
      such Indemnified Party.

     

    (c) If
      the
      Indemnifying Party assumes the defense of such Claim, then the Indemnifying
      Party may, subject to the provisions of this Section
      8.2,
      exercise full control of the defense, compromise or settlement of such Claim
      (provided, that any such compromise or settlement shall be subject to the
      consent of the Indemnified Party in accordance with Section
      8.2
      hereof),
      and the Indemnified Party shall cooperate with the Indemnifying Party in any
      manner reasonably requested by the Indemnifying Party in connection with the
      defense, compromise or settlement thereof. If the Indemnifying Party assumes
      the
      defense of any such Claim in accordance herewith, the Indemnified Party shall
      have the right to employ separate counsel and to participate in (but not
      control) the defense, compromise, or settlement thereof, but the fees and
      expenses of such counsel employed by the Indemnified Party shall be at the
      expense of such Indemnified Party unless:

     

    (i) the
      Indemnifying Party has agreed to pay such fees and expenses;

     

    (ii) any
      Damages other than the payment of monetary damages is sought against such
      Indemnified Party; or

     

    (iii) the
      named
      parties to any such Claim (including any impleaded parties) include an
      Indemnified Party and the Indemnifying Party or one or more other Indemnified
      Parties, and there is a reasonable likelihood of a conflict of interest between
      such Indemnified Party and the Indemnifying Party or any such other Indemnified
      Party in the conduct of the defense thereof, and in any such case, the
      reasonable fees and expenses of such separate counsel shall be paid by the
      Indemnifying Party.

     

    If
      the
      Indemnifying Party declines to take over the defense, it must, at its own
      expense, comply in good faith with any reasonable request the Indemnified Party
      may make with respect to the Claim.


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (iv) If
      the
      Indemnifying Party elects to direct the defense of any such Claim, the
      Indemnified Party shall not pay, or permit to be paid, any part of any Claim
      arising from such asserted liability unless (i) the Indemnifying Party
      withdraws from the defense of such asserted liability, (ii) a final
      judgment from which no appeal may be taken by or on behalf of the Indemnified
      Party is entered against the Indemnified Party for such liability, or
      (iii) the Indemnified Party executes a written waiver of its right to
      indemnification pursuant to this Article 8, such waiver to be in form and
      substance reasonably satisfactory to the Indemnifying Party. If the Indemnifying
      Party does not elect to defend, or if, after commencing or undertaking any
      such
      defense, the Indemnifying Party fails to prosecute or withdraws from such
      defense, the Indemnified Party shall have the right to undertake the defense
      or
      settlement thereof, at the Indemnifying Party’s expense. If the Indemnified
      Party assumes the defense of any such Claim pursuant to this Section
      8.2
      and
      proposes to settle such Claim prior to a final judgment thereof or to forgo
      appeal with respect thereto, then the Indemnified Party shall give the
      Indemnifying Party prompt written notice thereof and the Indemnifying Party
      shall have the right to participate in the settlement or prosecute such appeal,
      in each case at the Indemnifying Party’s expense. The Indemnifying Party shall
      not, without the prior written consent of such Indemnified Party (which consent
      shall not be unreasonably withheld, conditioned or delayed), settle or
      compromise or consent to entry of any judgment with respect to any such Claims
      (A) in which any Damages other than the payment of monetary damages is or
      may be sought against such Indemnified Party; or (B) which does not include
      as an unconditional term thereof the giving by the claimant, Person conducting
      such investigation or initiating such hearing, plaintiff or petitioner to such
      Indemnified Party of a release from all liability with respect to such and
      all
      other Claims (known or unknown) arising or which might arise out of the same
      facts.

     

    Section
      8.3 Protection
      of Proprietary Technology.
      Each of
      the MSV Parties, on the one hand, and Inmarsat, on the other hand, shall assist
      the other at such other’s expense in the procurement, protection, and
      maintenance of such Party’s rights in and to the Proprietary Technology in
      accordance with this Section 8.3. Notwithstanding any other provision of this
      Article 8 to the contrary, (a) the MSV Parties may, in their sole
      discretion, commence or prosecute and effect the disposition of any claims
      or
      suits relative to the infringement, misappropriation and/or unauthorized use
      of
      any of the MSV Parties’ Proprietary Technology, and Inmarsat shall have no right
      to commence or prosecute or effect the disposition of any such claims or suits
      or institute any action or take any action with respect thereto, and
      (b) Inmarsat may, in its sole discretion, commence or prosecute and effect
      the disposition of any claims or suits relative to the infringement,
      misappropriation and/or unauthorized use of any of Inmarsat’s Proprietary
      Technology of which it may become aware, and no MSV Party shall have any right
      to commence or prosecute or effect the disposition of any such claims or suits
      or institute any suit or take any action with respect thereto. Each Party shall
      cooperate fully with the other Parties in connection with any such claims or
      suits and undertakes to furnish full assistance to the other Parties in the
      conduct of all proceedings in regard thereto. The MSV Parties shall promptly
      notify Inmarsat of any infringement, misappropriation or unauthorized uses
      by
      others of any Inmarsat Proprietary Technology, and Inmarsat shall promptly
      notify the MSV Parties of any actual or suspected infringement, misappropriation
      or unauthorized uses by others of any of the MSV Parties’ Proprietary Technology
      of which it may become aware.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      9 - MISCELLANEOUS

     

    Section
      9.1 Confidentiality.
      Each
      Party agrees to maintain the Confidential Information of the other Parties
      in
      confidence. Without limiting the generality of the foregoing, each Party shall
      keep, file and store such Confidential Information, together with any notes
      or
      other material incorporating or relating to the Confidential Information, in
      a
      manner consistent with its confidential nature and to take all appropriate
      action, whether by instruction, agreement or otherwise, to ensure that its
      trustees, directors, officers, employees and agents do not disclose or use
      the
      Confidential Information of the other Parties, directly or indirectly, for
      any
      purpose other than in connection with the performance of the respective Party’s
      obligations under this Agreement. Notwithstanding the foregoing, any of the
      Parties may disclose Confidential Information (a) required to be disclosed
      by any Applicable Law or any rule or regulation of any governmental authority
      or
      securities exchange or regulator, including in connection with any regulatory
      filing; provided, however, that the Person making such disclosure shall
      (i) use its best commercial efforts to limit such disclosure, (ii) if
      possible, provide the other Parties with advance notice of such disclosure
      and
      cooperate with such other Parties in connection with any proceeding instituted
      to prevent such disclosure, and (iii) if still required to make such
      disclosure following such efforts, make such disclosure only to the extent
      so
      required and notify the other Parties of the Confidential Information so
      disclosed; (b) to any of its attorneys, accountants, agents or advisors
      (provided, that such individuals agree to be bound by the provisions of this
      Section
      9.1);
      (c) to its investors to the extent such information is customarily
      disclosed to them in connection with similar transactions; and (d) to the
      extent necessary to enforce such Party’s rights under this
      Agreement.

     

    Section
      9.2 Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given (a) upon personal delivery to the Party to be notified,
      (b) when sent by confirmed facsimile if sent during normal business hours
      of the recipient, if not, then on the next Business Day, (c) five days
      after having been sent by registered or certified mail, return receipt
      requested, postage prepaid, or (d) one day after deposit with an
      internationally recognized overnight courier, specifying next day delivery,
      with
      written verification of receipt, addressed to the respective Party as
      follows:

     

    If
      to
      MSVLP, to:

    


    Mobile
      Satellite Ventures LP

    10802
      Parkridge Boulevard

    Reston
      VA
      20191-2718

    Attn:
      General Counsel

    Phone:
      703-390-2718

    Fax:
      703-390-2770

    


    If
      to MSV
      Canada, to:

    


    Mobile
      Satellite Ventures (Canada) Inc.

    1601
      Telesat Court Ottawa, ON 

    K1B,
      1B9

    Attn:
      Secretary

    Phone:
      613-742-4151

    Fax:
      613-742-4113


    
      
        
        

      

      
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    If
      to
      SkyTerra, to:

    


    SkyTerra
      Communications, Inc.

    10802
      Parkridge Boulevard

    Reston
      VA
      20191-2718

    Attn:
      General Counsel

    Phone:
      703-390-2718

    Fax:
      703-390-2770

    


    If
      to
      Inmarsat:

    


    Inmarsat
      Global Limited

    99
      City
      Road

    London
      EC1Y 1AX

    United
      Kingdom

    Attn:
      General Counsel

    Phone
      :
      +44 20 7728 1000

    Fax
      : +44
      20 7728 1650

    


    Section
      9.3 Binding
      Effect, Successors and Assigns.
      Except
      as expressly provided in this Agreement, nothing in this Agreement, express
      or
      implied, is intended or shall be construed to confer upon or give any Person
      (including creditors, stockholders, members and Affiliates of any of MSVLP,
      MSV
      Canada, SkyTerra and Inmarsat) other than MSVLP, MSV Canada, SkyTerra and
      Inmarsat any remedy or claim under or by reason of this Agreement or any term,
      covenant or condition hereof, all of which shall be for the sole and exclusive
      benefit of MSVLP, MSV Canada, SkyTerra and Inmarsat. Except as expressly
      provided herein, this Agreement and all of the provisions hereof shall be
      binding upon and inure to the benefit of MSVLP, MSV Canada, SkyTerra and
      Inmarsat and their respective successors and permitted assigns; provided,
      however, that no MSV Party may assign this Agreement, or assign any of its
      rights or delegate any of its obligations hereunder, without the prior written
      consent of Inmarsat, and Inmarsat may not assign this Agreement, or assign
      any
      of its rights or delegate any of its obligations hereunder, without the prior
      written consent of the MSV Parties. Any attempt to assign such rights or
      obligations in violation of this Section
      9.3
      shall be
      deemed null and void. Notwithstanding anything to the contrary in the foregoing,
      any of the MSV Parties may assign or transfer this Agreement or any of its
      rights or obligations hereunder to another MSV Party without the consent of
      (but
      with prior notice to) Inmarsat and any of the Parties may assign or transfer
      this Agreement or any of its rights or obligations hereunder without the consent
      of (but with prior notice to) the other Parties (a) to a successor in
      interest to all or substantially all of its assets and licenses, (b) to the
      surviving entity in any merger, consolidation, reorganization or similar
      transaction to which such Party is a party, or (c) to an Affiliate
      (provided, that the transferring Party guarantees the obligations of the
      Affiliate transferee).

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Section
      9.4 Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provision of this sentence, may
      not
      be amended, modified or supplemented unless approved in writing by each of
      MSVLP, MSV Canada, SkyTerra and Inmarsat. No waiver of any right or remedy
      or of
      compliance with any provisions hereof, and no consent provided for herein,
      shall
      be effective unless evidenced by an instrument in writing executed by the Party
      sought to be charged with such waiver or consent. The rights and remedies herein
      expressly provided are cumulative and not exclusive of any other rights or
      remedies which any Party would otherwise have at law, in equity, by statute
      or
      otherwise.

     

    Section
      9.5 Allocation
      Between MSVLP, MSV Canada and SkyTerra.
      Notwithstanding anything contained herein to the contrary, Inmarsat acknowledges
      and agrees that as between MSVLP, MSV Canada and SkyTerra, the MSV Parties
      have
      discretion to allocate between themselves and their Networks (a) the obligations
      and benefits with respect to each of the Spectrum Plans and (b) the exercise
      of
      any and all rights hereunder.

     

    Section
      9.6 Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed exclusively by
      the
      law of the State of New York (without giving effect to any conflicts or choice
      of law provisions that would cause the application of the domestic substantive
      laws of any other jurisdiction).

     

    Section
      9.7 Disputes;
      Exclusive Jurisdiction; Waiver of Jury Trial.

     

    (a) Except
      in
      the event of a dispute to be dealt with by an Arbitration in Sections 3.2,
      3.3
      and 3.5, in the event of any dispute arising under this Agreement, before
      pursuing any legal remedies or taking any other remedial action, the Party
      wishing to raise such dispute shall give each other Party written notice of
      such
      dispute, including reasonable detail and information to enable the other Parties
      to gain an understanding of the issues involved. Following receipt of such
      written notice, the Parties agree that they shall promptly cooperate in good
      faith to seek a mutually satisfactory resolution of such dispute through a
      process of discussions and/or meetings involving escalating levels of management
      of the Parties, culminating, if necessary, in a discussion between the Parties’
respective CEO’s, with every effort being made to have such meeting occur within
      thirty (30) days of the date of receipt of the initial written notice of
      the dispute, or as soon thereafter as practicable. If, following such
      discussions and despite the efforts of the Parties, a mutually satisfactory
      resolution cannot be reached, the Parties may then pursue any and all remedies
      available to them pursuant to this Agreement.

     

    (b) Each
      of
      the MSV Parties and Inmarsat hereby irrevocably submits to the exclusive
      jurisdiction of the New York courts, including the federal and state courts
      for
      the purpose of any action or proceeding arising out of or relating to this
      Agreement, and each Party hereby irrevocably agrees that all claims in respect
      to such action or proceeding may be heard and determined exclusively in such
      courts. Each Party agrees that a final judgment in any action or proceeding
      shall be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by law.

     

    (c) EACH
      PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
      RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER
      PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
      THIS AGREEMENT.


    
      
        
        

      

      
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      Section
        9.8 Time
        of the Essence; Remedies; Specific Performance.

       

      (a) The
        Parties agree that time is of the essence in this Agreement.

       

      (b) Except
        in
        the event of a willful or intentional breach, a Party’s remedies for other
        Parties’ breaches under this Agreement shall not include any indirect, special,
        incidental, consequential or punitive damages (such as lost profits, revenues,
        business or opportunities or loss of use), of the other party or of any third
        party (whether foreseeable or not), but shall include any direct damages
        or any
        other relief available to it at law or in equity to ensure that the intended
        respective benefits are realized by each Party regardless of the prescribed
        implementation timeframe. For the purposes of the foregoing sentence, “direct
        damages” will (among other damages) include the reasonable fair market value of
        any right or benefit (including without limitation access to spectrum) with
        respect to which the injured Party is deprived.

       

      (c) Further,
        each of the MSV Parties and Inmarsat acknowledges that each Party and its
        businesses and operations are unique, and recognizes and affirms that in
        the
        event of a breach of this Agreement by one of the Parties, the other Party(ies)
        would be irreparably harmed, monetary damages would be inadequate and the
        other
        Party would have no adequate remedy at law. Accordingly, in the event of
        any
        such breach, the non-breaching Party may, in addition to any other rights
        and
        remedies existing in their favor, enforce its rights and the other Party’s
        obligations hereunder by an action or actions for specific performance,
        injunctive or other relief, without any requirement of proving actual damages
        or
        posting any bond or other security. For purposes of further clarity, each
        Party
        shall be entitled to seek injunctive relief with respect to any act or failure
        to act by the other Party(ies) or any of their Affiliates which act or failure
        to act is necessary to prevent any restriction, deprivation, interference
        with
        or material limitation on the rights under this Agreement of, or benefits
        intended to be accrued under this Agreement by, the Party seeking such
        injunctive relief from occurring, or to remedy any such act or
        omission.

       

      Section
        9.9 No
        Implied Waivers.
        No action taken pursuant to this Agreement, including any investigation by
        or on
        behalf of any Party, shall be deemed to constitute a waiver by the Party
        taking
        such action of compliance with any representations, warranties, agreements,
        covenants, obligations or commitments contained herein or made pursuant hereto.
        The waiver by any Party of a breach of any provision of this Agreement shall
        not
        operate or be construed as a waiver of any preceding or succeeding breach.
        Except where a time period is specified, no delay on the part of any Party
        in
        the exercise of any right, power, privilege or remedy hereunder shall operate
        as
        a waiver thereof, nor shall any exercise of any such right, power, privilege
        or
        remedy preclude any further exercise thereof or the exercise of any other
        right,
        power, privilege or remedy. Said rights and remedies are given in addition
        to
        any other rights the Parties may have by law, statute, ordinance or
        otherwise.

    

    
      


      Section
        9.10 Relationship.
        Nothing in this Agreement shall be construed to render Inmarsat and either
        MSV
        Party partners or joint venturers or to impose upon any of them any liability
        as
        such except as specifically contemplated in this Agreement. No Party has
        any
        authorization to enter into any contracts or assume any obligations for another
        Party or make any warranties or representations on behalf of another
        Party.

    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    

      Section
        9.11 Severability.
        If any covenant or provision hereof is determined to be void or unenforceable
        in
        whole or in part, it shall not be deemed to affect or impair the validity
        of any
        other covenant or provision, each of which is hereby declared to be separate
        and
        distinct. If any provision of this Agreement is so broad as to be unenforceable,
        such provision shall be interpreted to be only so broad as is enforceable.
        If
        any provision of this Agreement is declared invalid or unenforceable for
        any
        reason other than over-breadth, the offending provision will be modified
        so as
        to maintain the essential benefits of the bargain among the Parties to the
        maximum extent possible, consistent with Applicable Law and public
        policy.

      

        Section
          9.12 Interpretation.
          Each Party has agreed to the use of the particular language of the provisions
          of
          this Agreement, and any questions of doubtful interpretation shall not
          be
          resolved by any rule or interpretation against the draftsman, but rather
          in
          accordance with the fair meaning thereof, having due regard to the benefits
          and
          rights intended to be conferred upon the Parties and the limitations and
          restrictions upon such rights and benefits intended to be provided.

         

        Section
          9.13 Expenses.
          Each Party shall pay its own expenses incident to the negotiation, preparation
          and performance of this Agreement and the transactions and documents
          contemplated hereby, including the fees and expenses of accountants and
          counsel.

      

      

        Section
          9.14 Compliance
          with Law.
          The Parties agree that this Agreement shall be interpreted at all times
          to
          comply with applicable legal requirements, including all applicable regulatory
          requirements. For the purposes of clarity, without limiting the generality
          of
          the foregoing, to the extent that any provisions in this Agreement include
          time
          periods for performance which are not consistent with applicable legal
          requirements, such provisions shall be interpreted and applied consistent
          with
          applicable legal requirements.

         

        Section
          9.15 No
          Recourse.
          Notwithstanding anything contained in this Agreement to the contrary, it
          is
          expressly understood and agreed by the Parties hereto that each and every
          representation, warranty, covenant, undertaking and agreement made in this
          Agreement was not made or intended to be made as a personal representation,
          undertaking, warranty, covenant or agreement on the part of any incorporator,
          stockholder, director, officer, partner, member, manager, employee or agent,
          past, present or future, or any of them, and any recourse, whether in common
          law, in equity, by statute or otherwise, against any of them in connection
          with
          the matters set forth in this Agreement is hereby forever waived and
          released.

         

        Section
          9.16 No
          Reliance.
          The Parties acknowledge that (a) nothing contained in this Agreement or
          otherwise shall obligate the Parties to enter into any further business
          relationship or agreement, and (b) no Party is relying on the other Party
          or Parties in operating or developing its respective businesses. Except
          as
          expressly set forth in this Agreement, there shall be no obligation whatsoever
          on the part of any Party, unless agreed to in writing by the
          Parties.

         

        Section
          9.17 Entire
          Agreement.
          This Agreement represents the entire understanding and agreement among
          the
          Parties hereto with respect to the subject matter of and the transactions
          contemplated hereby and thereby and supersede all prior negotiations among
          the
          Parties with respect to the transactions contemplated hereby and
          thereby.

      

      
         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

         

        Section
          9.18 Counterparts.
          This Agreement may be executed in two or more counterparts, each of which
          shall
          be deemed an original, but all of which together shall constitute one and
          the
          same document. Each Party hereto will receive by delivery or facsimile
          or other
          electronic transmission a duplicate original of the Agreement executed
          by each
          Party hereto, and each Party hereto agrees that the delivery of the Agreement
          by
          facsimile or other electronic transmission will be deemed to be an original
          of
          the Agreement so transmitted.

         

        [The
          Remainder Of This Page Is Intentionally Left Blank]

      

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

      

        IN
          WITNESS WHEREOF,
          the
          Parties have executed and delivered this Cooperation Agreement as of the
          date
          first written above.

        

          
            	 	
                    MOBILE
                      SATELLITE VENTURES LP

                  	 
	 	 	 
	 	
                    By:

                  	
                    Its
                      General Partner, Mobile Satellite

                    Ventures
                      GP Inc.

                  	 
	 	 	 	 
	 	
                    By:

                  	/s/
                    Alexander H. Good	 
	 	
                    Name:

                  	Alexander
                    H. Good	 
	 	
                    Title:

                  	Vice
                    Chairman, Chief Executive Officer and President	 
	 	 	 	 
	 	
                    MOBILE
                      SATELLITE VENTURES (CANADA) INC.

                  	 
	 	 	 
	 	
                    By:
                      

                  	/s/
                    Elizabeth Creary	 
	 	
                    Name:

                  	Elizabeth
                    Creary	 
	 	
                    Title:

                  	Vice
                    President, Corporate Counsel and Secretary	 
	 	 	 	 
	 	
                    SKYTERRA
                      COMMUNICATIONS, INC.

                  	 
	 	 	 
	 	
                    By:
                      

                  	/s/
                    Scott Macleod	 
	 	
                    Name:

                  	Scott
                    Macleod	 
	 	
                    Title:

                  	Executive
                    Vice President, Chief Financial Officer and Treasurer	 
	 	 	 	 
	 	
                    INMARSAT
                      GLOBAL LIMITED

                  	 
	 	 	 
	 	
                    By:
                      

                  	/s/
                    Rupert Pearce	 
	 	
                    Name:

                  	Rupert
                    Pearce	 
	 	
                    Title:

                  	Group
                    General Counsel	 


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

    

      EXHIBIT
        A

       

      DEFINITIONS

       

      1.5
        GHz means
        the
        1525-1544 and 1545-1559 MHz frequencies.

       

      1999
        SSA
        means
        the spectrum sharing agreement entered into by the parties to the Mexico
        City
        MOU for the year 1999, dated June 5, 1998, together with any and all subsequent
        revisions, including those dated July 16, 1999 and October 4, 1999, and any
        annexes or exhibits incorporated therein by reference.

       

      Acceleration
        Notice has
        the
        meaning ascribed thereto in Section
        3.2(b)(ii).

       

      Acceleration
        Payment
        has the
        meaning ascribed thereto in Section
        4.3(a).

       

      Additional
        L-Band Spectrum
        has the
        meaning ascribed thereto in Section
        3.4(a). 

       

      Administrations
        means
        the agencies of the governments of the United Kingdom, Canada, and the United
        States responsible for the international coordination of the Parties’ satellite
        systems.

       

      Affiliate
        means,
        with respect to a specified Person, any Person that directly or indirectly
        controls, is controlled by, or is under common control with, the specified
        Person. As used in this definition, the term “control” means the possession,
        directly or indirectly, of the power to direct or cause the direction of
        the
        management and policies of a Person, whether through ownership of voting
        securities, by contract or otherwise.

       

      Affiliated
        Party means
        (a)
        in the case of the MSV Parties, the MSV Parties, their Affiliates and their
        directors, partners, employees or officers and (b) in the case of Inmarsat,
        Inmarsat, its Affiliates, and their directors, partners, employees or
        officers. 

       

      Agreement
        has the
        meaning ascribed thereto in the preamble.

       

      Alternative
        Default Spectrum Plan
        has the
        meaning ascribed thereto in Section
        3.2(c)(iv).

       

      AMS(R)S
        means
        Aeronautical Mobile Satellite (Route) Service.

       

      Applicable
        Law
        means
        any applicable constitution, treaty, statute, rule, regulation, ordinance,
        order, directive, code, interpretation, judgment, decree, injunction, writ,
        determination, award, permit, license, authorization, directive, requirement
        or
        decision of or agreement with or by any government, any governmental entity,
        department, commission, board, agency or instrumentality, and any court,
        tribunal or judicial or arbitral body, whether federal, state, local or
        foreign.

       

      Arbitrations
        means
        the arbitrations under Section
        3.2,
        3.3
        and/or 3.5 of this Agreement.

       

      ATC
        has the
        meaning ascribed thereto in the recitals. 

       

      ATC
        Operator
        means an
        operator providing an ATC service in accordance with this Agreement and for
        the
        purposes of Section 3.5 shall mean any of the MSV Parties. 

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      Availability
        Period
        means
        the period of twenty-four (24) months following the Signing Date and, following
        occurrence of the Effective Date, extending throughout the period during
        which
        the Phase 1 Notice can be given (but for the possible lack of availability
        of
        the Intended Spectrum).

       

      Business
        Day
        means
        any day other than Saturday or Sunday or any day on which banks are generally
        not open for business in New York City.

       

      Claims
        has the
        meaning ascribed thereto in Section
        8.1(a).

       

      Confidential
        Information
        means
        any confidential or secret information or data of the Party disclosing such
        information, including confidential or secret (i) scientific or technical
        information of a Party; (ii) information relating to the current or
        proposed business, sales and marketing plans of the Party disclosing such
        information and financial information related thereto; (iii) drawings,
        designs, computer programs and software devices; (iv) costs and pricing
        information; (v) identification of personnel or other possible resources
        for possible use in the business of the Party disclosing such information;
        or
        (vi) the terms of this Agreement; provided, however, that the term
“Confidential Information” shall not include any information that (a) is
        now in or subsequently enters the public domain through means other than
        direct
        or indirect disclosure by any Person hereto in violation of the terms of
        the
        Agreement, (b) is already in the possession of the Person receiving such
        information free of any obligation of confidence to the Person disclosing
        such
        information, or (c) is lawfully communicated to the Person receiving the
        information by a third Person, free of any confidential obligation, subsequent
        to the time of communication thereof by, through or on behalf of a
        Party.

       

      Coordinated
        Networks
        has the
        meaning ascribed to it in Section
        3.3(a)(i).

       

      Coordination Forum
        has the
        meaning ascribed thereto in Section
        5.5(e).

       

      Current
        ATC License
        means
        the ATC license granted by the FCC to MSVLP’s wholly owned subsidiary on
        November 8, 2004 (FCC document number DA 04-3553).

       

      Damages
        has the
        meaning ascribed thereto in Section
        8.1(a).

       

      Disputed Spectrum
        has the
        meaning ascribed thereto in Section
        3.2(a)(i).

       

      Dubai
        MOU means
        the
        Dubai Memorandum of Understanding dated as of December 14, 1997.

       

      Effective
        Date
        means
        the date that an investment in SkyTerra, MSVLP, or MSV Canada yielding net
        cash
        proceeds of $100 million or more (a “Triggering
        Investment”)
        is
        consummated and identified in writing by the MSV Parties as the Triggering
        Investment, and such net cash proceeds are available to the MSV Parties for
        general corporate purposes provided always that the Effective Date may not
        be
        later than the date falling two years following the Signing Date.

       

      Effective
        Date Balance Shares has
        the
        meaning ascribed thereto in Section
        4.1.

       

      Effective
        Date Shares
        has the
        meaning ascribed thereto in Section
        4.1.

       

      Effective
        Date Value
        has the
        meaning ascribed thereto in Section
        4.1.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      End
        Users
        has the
        meaning ascribed thereto in Section
        2.2.

       

      Fair
        Market Value has
        the
        same meaning ascribed thereto in Section
        4.6.

       

      FCC
        means
        the
        Federal Communications Commission of the United States of America. 

      


      First
        Installment
        has the
        meaning ascribed thereto in Section
        4.3(b).

      


      First
        Issue Date
        has the
        meaning ascribed thereto in Section 4.1. 

      


      First
        Phase 2 Payment has
        the
        meaning ascribed thereto in Section
        4.5(a).

      


      Five
        Years Payment Amount
        has the
        meaning ascribed thereto in Section
        4.5(b).

      


      Force
        Majeure
        means,
        in relation to any Party, any act, event, cause or circumstances beyond the
        reasonable control and without fault or negligence of that Party, including
        but
        not limited to:

       

      (a) act
        of
        God, peril of the sea, accident of navigation, war, sabotage, terrorist attack,
        riot, insurrection, civil commotion, national emergency, (whether in fact
        or by
        law) martial law, fire, lightning, flood, cyclone, earthquake, landslide,
        storm
        or other adverse weather conditions, explosion, power shortage, strike or
        other
        labor dispute (other than solely affecting the Party’s employees) epidemic,
        quarantine, radiation or radioactive contamination;

       

      (b) action
        or
        inaction of any governmental or regulatory body (other than any of the
        Administrations, the ITU or any other governmental, inter-governmental, or
        other
        regulatory body having jurisdiction in the area of communications services
        or
        radio spectrum), including expropriation, restraint, prohibition, intervention,
        requisition, requirement, direction or embargo by legislation, regulation,
        decree or other legally enforceable order or refusal to grant or revoke a
        license if such refusal is not occasioned by failure of the Party to apply
        therefor, prosecute applications as necessary or to comply with applicable
        law
        or regulation;

       

      (c) externally
        caused transmission or satellite failure or satellite launch failure or delay
        or
        satellite malfunction; and

       

      (d) breakdown
        or unavailability of third party plant, machinery or equipment. 

       

      Foreign
        Official
        has the
        meaning ascribed thereto in Section
        6.6(b).

       

      Future
        Satellite means
        any
        of the Parties’ satellites that are not included in the L-band Coordination
        Plan, other than a Replacement Satellite.

       

      Geologic
        Migration
        has the
        meaning ascribed thereto in Section
        3.2(a)(iv).

       

      Indemnified
        Party
        has the
        meaning ascribed thereto in Section
        8.2(a).

       

      Indemnifying
        Party
        means as
        applicable: (i) Inmarsat, if an MSV Affiliated Party is the Indemnified
        Party pursuant to Section 8.1 hereof, or (ii) the MSV Parties, if an
        Inmarsat Affiliated Party is the Indemnified Party pursuant to Section 8.1
        hereof.

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      Industry Canada
        means
        the Canadian Federal Department of Industry or any successor agency
        thereto.

       

      Inmarsat
        has the
        meaning ascribed thereto in the preamble.

       

      Inmarsat
        Network
        means
        the MSS and ATC system operated from time to time by Inmarsat or any of its
        Affiliates.

       

      Intended
        Spectrum
        has the
        meaning ascribed thereto in Section 3.4(b).

       

      ITU
        means
        the
        International Telecommunication Union.

       

      ITU
        Radio Regulations means
        the
        Radio Regulations of the International Telecommunications Union.

       

      ITU
        Region 1
        means
        the geographic area designated as Region 1 by the ITU.

       

      ITU
        Region 2
        means
        the geographic area designated as Region 2 by the ITU and being the subject
        matter of L-band spectrum coordination under the Mexico City MOU.

       

      ITU
        Region 3
        means
        the geographic area designated as Region 3 by the ITU.

       

      L-band
        means
        the frequencies 1525-1544/1545-1559 MHz and 1626.5-1645.5/1646.5-1660.5
        MHz.

       

      L-band
        Coordination Plan has
        the
        meaning ascribed thereto in Section
        3.3(a)(i).

       

      Licensed
        Field of Use
        means
        the provision of MSS and/or ATC services in the L-band.

       

      Mexico
        has
        the
        meaning ascribed thereto in Section
        3.4(a).

       

      Mexico
        City MOU means
        the
        Mexico City Memorandum of Understanding, dated as of June 18, 1996.

       

      Minimum
        Period has
        the
        meaning ascribed thereto in Section
        2.6.

       

      MSS
        means
        mobile satellite services.

       

      MSV
        ATC License Mod has
        the
        meaning ascribed thereto in Section
        5.1.

       

      MSV
        Canada
        has the
        meaning ascribed thereto in the preamble.

       

      MSV
        Network means
        the
        MSS and ATC system operated from time to time by the MSV Parties or any of
        them.

       

      MSV
        Party or
        MSV Parties
        has the
        meaning ascribed thereto in the preamble.

       

      MSV
        Payment Default
        has the
        meaning ascribed thereto in Section
        4.5(c).

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      MSVLP
        has
        the
        meaning ascribed thereto in the preamble.

       

      New
        MSV Frequencies
        has the
        meaning ascribed thereto in Section
        3.2(a)(i)(D).

       

      North
        America means
        MSV
        Regions A and B as set forth in Appendix A to these Definitions.

      


      Ofcom
        means
        the Office of Communications of the United Kingdom.

       

      Other
        Securities
        has the
        meaning ascribed thereto in Section
        4.6(b).

       

      Party
        or
Parties
        means
        any of the MSV Parties and Inmarsat.

       

      Permissibility
        Determination
        has the
        meaning ascribed thereto in Section
        7.3.

       

      Person
        means a
        human being, labor organization, partnership, firm, enterprise, association,
        joint venture, corporation, limited liability company, cooperative, legal
        representative, foundation, society, political party, estate, trust, trustee,
        trustee in bankruptcy, receiver or any other organization or entity
        whatsoever.

       

      Phase
        0 Block
        has the
        meaning ascribed thereto in Section
        3.2(a)(ii).

       

      Phase
        0 Block Loan Agreement
        has the
        meaning ascribed thereto in Section
        3.2(a)(ii).

       

      Phase
        0 Spectrum Plan
        has the
        meaning ascribed thereto in Section
        3.2(a).

       

      Phase
        0 Transition has
        the
        meaning ascribed thereto in Section
        3.2(a)(iv).

       

      Phase
        1 Alternative Spectrum Plan – With
        Intended
        Spectrum
        has the
        meaning ascribed thereto in Section
        3.2(c)(i).

       

      Phase
        1 Alternative Spectrum Plan – Without Intended
        Spectrum
        has the
        meaning ascribed thereto in Section
        3.2(c)(ii).

       

      Phase
        1 Alternative Spectrum Plans
        has the
        meaning ascribed thereto in Section
        3.2(c)(iv).

       

      Phase
        1 Completion Date
        has the
        meaning ascribed thereto in Section
        3.2(b)(ii).

       

      Phase
        1 Condition
        has the
        meaning ascribed thereto in Section
        3.4(c).

       

      Phase
        1 Balance Shares
        has the
        meaning ascribed thereto in Section
        4.4.

       

      Phase
        1 Compensation has
        the
        meaning ascribed thereto in Section
        4.3(b).

       

      Phase
        1 Election
        has the
        meaning ascribed thereto in Section
        3.2(b)(i).

       

      Phase
        1 Final Regulatory Approval has
        the
        meaning ascribed thereto in Section
        3.2(b)(ii).

       

      Phase
        1 Notice
        has the
        meaning ascribed thereto in Section
        3.2(b)(i).

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      Phase
        1 Notice Date
        has the
        meaning ascribed thereto in Section
        3.2(b)(i).

       

      Phase
        1 Notice Period has
        the
        meaning ascribed thereto in Section
        3.2(b)(i).

       

      Phase
        1 Shares has
        the
        meaning ascribed thereto in Section
        4.4.

       

      Phase
        1 Spectrum Plan
        has the
        meaning ascribed thereto in Section
        3.2(b)(i).

       

      Phase
        1 Transition has
        the
        meaning ascribed thereto in Section
        3.2(b)(ii).

       

      Phase
        1 Value
        has the
        meaning ascribed thereto in Section
        4.4.

       

      Phase
        1A Date has
        the
        meaning ascribed thereto in Section
        3.2(c).

       

      Phase
        1A Election
        has the
        meaning ascribed thereto in Section
        3.2(b)(i).

       

      Phase
        1A Spectrum Plan has
        the
        meaning ascribed thereto in Section
        3.2(b)(i).

       

      Phase
        2 Annual Payment
        has the
        meaning ascribed thereto in Section
        4.5(a).

       

      Phase
        2 Completion Date
        has the
        meaning ascribed thereto in Section
        3.2(d)(ii).

       

      Phase
        2 Condition
        has the
        meaning ascribed thereto in Section
        3.4(c).

       

      Phase
        2 Notice has
        the
        meaning ascribed thereto in Section
        3.2(d)(i).

       

      Phase
        2 Notice Period
        has the
        meaning ascribed thereto in Section
        3.2(d)(i).

       

      Phase
        2 Spectrum Plan has
        the
        meaning ascribed thereto in Section
        3.2(d)(i).

       

      Phase
        2 Transition has
        the
        meaning ascribed thereto in Section
        3.2(d)(ii).

       

      Plans
        has the
        meaning ascribed thereto in Section
        3.1(a).

       

      Possible
        Trial Market
        means
        one of the markets identified in Exhibit
        B.

       

      Primary
        Default Spectrum Plan
        has the
        meaning ascribed thereto in Section
        3.2(e).

       

      Proprietary
        Technology
        means,
        with respect to any Party, all United States and foreign registered patents
        and
        patent applications, as well as any and all associated know-how and confidential
        information reasonably required to fully utilize the aforementioned, relating
        or
        applicable (whether directly or indirectly) to the Licensed Field of Use
        where
        such Party is either the owner or licensee under a valid license containing
        terms which confer upon such Party the right to grant sublicenses to third
        parties to use such intellectual property and/or confidential information
        within
        the Licensed Field of Use. 

       

      Purpose
        has the
        meaning ascribed thereto in Section
        2.6.

       

      Registration
        Rights Agreement has
        the meaning
        ascribed thereto in Section 4.1.

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

    

    Related
      Party means
      an
      Affiliate, customer, reseller, agent, land earth station operator or distributor
      of a Party.

     

    Relevant
      Filings has
      the
      meaning ascribed thereto in Section
      5.1.

     

    Replacement
      Satellite means
      a
      satellite operating at substantially the same orbit location as a Previously
      Coordinated Satellite or a Newly Coordinated Satellite (i.e. within six degrees
      of the current location of such Previously Coordinated Satellite or Newly
      Coordinated Satellite).

     

    Russia
      has
      the
      meaning ascribed thereto in Section 3.4(a).

     

    Signing
      Date
      has the
      meaning ascribed thereto in Section
      1.4.

     

    Sixth
      Anniversary
      has the
      meaning ascribed thereto in Section
      3.2(a)(i)(A).

     

    SkyTerra
      has the
      meaning ascribed thereto in the preamble.

     

    SkyTerra
      Common Stock
      has the
      meaning ascribed thereto in Section
      4.1.

     

    Spectrum
      Plans
      has the
      meaning ascribed thereto in Section
      3.1(a).

     

    SSA
      has the
      meaning ascribed thereto in Section 3.1(c). 

    


    Subscription
      Agreement
      has the
      meaning ascribed thereto in Section
      4.1.

     

    Term
      has the
      meaning ascribed thereto in Section
      7.1.

     

    Third
      Party Spectrum Plans
      has the
      meaning ascribed thereto in Section
      3.1(a).

     

    Tolled
      Spectrum
      has the
      meaning ascribed thereto in Section
      3.2(a)(i)(A).

     

    Tolling
      Period has
      the
      meaning ascribed thereto in Section
      3.2(a)(i)(A).

     

    Trial
      Frequencies
      has the
      meaning ascribed thereto in Section
      2.5.

     

    Trials
      has
      the
      meaning ascribed thereto in Section
      2.1.

     

    Trials
      End Date
      has the
      meaning ascribed thereto in Section
      2.1.

     

    Trigger
      Date
      has the
      meaning ascribed thereto in Section
      3.2(b)(ii).

     

    Trigger
      Balance
      Shares
      has the
      meaning ascribed thereto in Section 4.2.

     

    Trigger
      Shares
      has the
      meaning ascribed thereto in Section
      4.2.

     

    Triggering
      Investment has
      the
      meaning ascribed thereto in the definition of “Effective Date.”

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A Definitions 

    Appendix
      A 

     

    MSV
      REGION A is the Area Inside the Green Line, MSV REGION B is the Area
      Inside

    the
      White Line but Outside the Green Line 

     

    

     

    Polygon
      Coordinates for the Green Line

     

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Polygon
      Coordinates for the White Line 

     

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    POSSIBLE
      TRIAL MARKETS 

     

    Boulder,
      CO

    Colorado
      Springs, CO

    Tucson,
      AZ

    Fresno,
      CA

    Sacramento,
      CA

    Billings,
      MN

    Reno,
      NV

    Wichita,
      KS

    Dayton,
      OH

    Madison,
      WI

    Springfield,
      IL

    Des
      Moines, IA

    Omaha,
      NE

    Austin,
      TX

    Denver,
      CO

    Detroit,
      MI

    Ottawa,
      Ontario

    Winnipeg,
      Manitoba

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B1

     

    FORM
      OF SUBSCRIPTION AGREEMENT 

     

    See
      Exhibit 10.2 to the Current Report on Form 8-K of SkyTerra Communications,
      Inc.
      filed with the Securities and Exchange

    Commission
      on December 21, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B2

     

    FORM
      OF REGISTRATION RIGHTS AGREEMENT

     

    See
      Exhibit 10.3 to the Current Report on Form 8-K of SkyTerra Communications,
      Inc.
      filed with the Securities and Exchange

    Commission
      on December 21, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B3

     

    PHASE
      0 BLOCK LOAN AGREEMENT (AND FORM TO BE CONFORMED FOR

    COMMERCIAL
      TRIAL LOANS)

     

    See
      Exhibit 10.4 to the Current Report on Form 8-K of SkyTerra Communications,
      Inc.
      filed with the Securities and Exchange

    Commission
      on December 21, 2007