PHASE
      0 BLOCK LOAN AGREEMENT

     

    This
      Phase 0 Block Loan 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 have entered into that certain Cooperation
      Agreement of even date herewith (the “Cooperation Agreement”), pursuant to which
 the
      Parties have agreed
      to
      take certain specified actions designed to make
      the
      most 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, as well as to provide
      for greater certainty with respect to satellite coordination and future
      allocation and use of the Parties’ spectrum rights and certain technical and
      operational issues in order to allow the most efficient use of the L-band
      spectrum resource; and

     

    WHEREAS,
      the
      MSV
      Parties have agreed to make available to Inmarsat, pursuant to the terms of
      this
      Agreement and the Cooperation Agreement, and without additional consideration,
      certain Phase 0 Block L-Band spectrum for
      the
      period set forth in the Cooperation Agreement; and

     

    WHEREAS,
      Inmarsat understands and agrees that it has an unconditional and irrevocable
      obligation to return the Phase 0 Block L-Band spectrum to the MSV Parties and
      to
      surrender its use of said spectrum in accordance with the terms of the
      Cooperation Agreement and as set forth herein.

     

    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 expressly acknowledged, the Parties hereto,
      intending to be legally bound, do hereby agree as follows:

     

    ARTICLE
      1
      - RULES OF CONSTRUCTION AND EFFECTIVE DATE

     

    Section
      1.1  Defined
      Terms.
      The
      capitalized terms used in this Agreement shall have the meanings ascribed
      thereto in the Cooperation Agreement. Capitalized terms not defined in the
      Cooperation Agreement shall have the definitions specified herein; in the event
      of a conflict, the definition of a capitalized term set forth herein shall
      govern.

     

    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 Attachment is a reference
      to an Article or Section of this Agreement or an Attachment hereto, and the
      terms “hereof,” “herein,” and other like terms refer to this Agreement as a
      whole, including the Attachments hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

     

    ARTICLE
      2
      - PHASE 0 BLOCK LOAN 

     

    Section
      2.1  Spectrum
      Loan.
      Subject
      to the terms of this Agreement, the MSV Parties shall make available to Inmarsat
      that L-band spectrum identified as the “Phase 0 Block” in Section 3.2(a) of the
      Cooperation Agreement for the term specified herein.

     

    Section
      2.2  Term
      of Loan. The
      term
      of the Phase 0 Block Loan shall commence on the Signing Date and shall terminate
      on the date determined in accordance with Section 4.1 hereof (the
“Termination Date”)
      provided always that Inmarsat shall not be obliged to return the Phase 0 Block
      Loan (and the provisions of Section 2.3, 2.4 and 4.1 of this Agreement shall
      cease to apply) in the event that Inmarsat invokes its right under Section
      3.2(e)(i)(1) of the Cooperation Agreement to require the Phase 0 Block to be
      assigned to it and in such circumstances the provisions of the Cooperation
      Agreement shall thereafter apply to the Phase 0 Block, including superseding
      Spectrum Plans. 

     

    Section
      2.3  Return
      of Spectrum. On
      the
      Termination Date, Inmarsat shall return the Phase 0 Block and surrender
      Inmarsat’s use of such spectrum in accordance with the provisions of the
      Cooperation Agreement and this Agreement. Inmarsat’s obligation to return the
      Phase 0 Block spectrum by the Termination Date to the MSV Parties shall be
      immediate, complete, unconditional and irrevocable. Except in the event of
      Termination pursuant to Section 4.1(d), any and all required transition of
      Inmarsat Related Parties (for the purposes of this Agreement, including
      distribution partners, service providers, or End Users) to other spectrum shall
      be completed in full on or before the Termination Date (“Transition”); to the
      extent any such Related Parties are utilizing the Phase 0 Block on the day
      immediately preceding the Termination Date, Inmarsat shall terminate all such
      use and operations effective on such day (“Termination”), it being explicitly
      recognized that the obligation hereunder upon Inmarsat to return the Phase
      0
      Block Loan is not conditioned or qualified in any way by (a) the needs or rights
      of its Related Parties from time to time, nor by (b) the costs to be incurred
      by
      Inmarsat, or any liability that Inmarsat may incur to any of its Related
      Parties, in effecting Transition or Termination.

     

    Section
      2.4  Certain
      Special Covenants and Representations.
      In order
      to insure the return of the Phase 0 Block spectrum to the MSV Parties on the
      Termination Date, Inmarsat unconditionally covenants and represents to the
      MSV
      Parties as follows:

     

    (a)  Inmarsat
      shall not take any action that would interfere with its obligation to return
      the
      Phase 0 Block to the MSV Parties on the Termination Date.

     

    
      
        
        

      

      
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    (b)  Inmarsat
      shall not allow any End User to use or have access to Inmarsat services
      transmitted in any part of the Phase 0 Block unless such End User is “frequency
      agile” (i.e. equally able to access equivalent Inmarsat services transmitted in
      L-band spectrum utilizable by Inmarsat other than that in the Phase 0
      Block).

     

    (c)  Recognizing
      that Inmarsat has no current contractual nexus either with End Users or its
      service providers, Inmarsat shall nonetheless (a) inform its distribution
      partners who deploy Inmarsat services in North America of the existence and
      material terms of this Agreement and (b) on and from the date on which it either
      enters into any new, or renews any service distribution agreement with any
      of
      its distribution partners, ensure that the terms of any such service
      distribution agreement specify Inmarsat’s right to effect Transition and
      Termination from time to time and contain no provisions which would or might
      be
      likely to interfere with Inmarsat’s obligations to return the Phase 0 Block Loan
      pursuant to the terms of the Cooperation Agreement or this Agreement.


     

    (d)  Inmarsat
      shall not take any action, make any statements, or seek any government, customer
      or other support to prevent, interfere with or breach its obligations to return
      the Phase 0 Block when required to do so in accordance with the provisions
      of
      the Cooperation Agreement or this Agreement.

     

    (e)  Inmarsat
      will support any reasonable action of the MSV Parties in furtherance of the
      return of the Phase 0 Block in accordance with the provisions of the Cooperation
      Agreement or this Agreement.

     

    Inmarsat
      acknowledges that its obligation to return of the Phase 0 Block on the
      Termination Date is wholly unconditional, and agrees that it will not assert
      any
      defense or seek in any respect (through litigation, agency action, or otherwise)
      to prevent or enjoin or interfere with the return of the Phase 0 Block in
      accordance with the terms of the Cooperation Agreement and this
      Agreement.

     

    ARTICLE
      3 -
      REPRESENTATIONS AND WARRANTIES; COVENANTS

     

    Section
      3.1  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 herein:

     

    (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

     

    
      
        
        

      

      
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    (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.

     

    Section
      3.2  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.

     

    
      
        
        

      

      
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    Section
      3.3  Actions
      by Affiliates and Other Third Parties.
      Each
      Party shall use its commercially reasonable efforts: (i) to cause its respective
      Affiliates 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. 

     

    ARTICLE
      4
      - TERMINATION

     

    Section
      4.1  Termination.
      This
      Agreement shall terminate, and Inmarsat shall be obligated to return the Phase
      0
      Block, on the earliest of the following:

     

    (a)  The
      Sixth
      Anniversary; or

     

    (b)  Upon
      mutual written agreement of the Parties, given at any time; or

     

    (c)  Immediately,
      upon written notice from the MSV Parties, in any of the following
      events:

     

    (i)  Termination
      by the MSV Parties under Sections 7.2(b) or 7.2(d) of the Cooperation Agreement;
      or

     

    (ii)  In
      the
      event that Inmarsat breaches any material provision of this Agreement and shall
      not have remedied such breach (where capable of remedy) within 60 days following
      notification of such breach, it being understood for this purpose that the
      provisions of Article 2 are deemed material;

     

    Provided
      always that in the event that a Phase 1 Notice has been served and the Phase
      1
      Completion Date is after the Sixth Anniversary (and the provisions of
      sub-paragraphs (c) and (d) above are not applicable), then Inmarsat shall only
      be obliged to return the Phase 0 Block on the Phase 1 Completion Date,
      notwithstanding that it is later. Notwithstanding the foregoing, in the event
      any Spectrum Plan other than the Phase 0 Spectrum Plan is operative under
      Article 3 of the Cooperation Agreement on or prior to the Sixth Anniversary,
      such operative Plan shall become effective and become implemented in accordance
      with the provisions of the Cooperation Agreement, such Plans shall supersede
      this Agreement and, to the extent such Phase 0 Block spectrum is designated
      as
      part of Inmarsat’s assignment under such Plans, Inmarsat shall not be obligated
      to return the Phase 0 Block loan hereunder. 

     

    
      
        
        

      

      
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    ARTICLE
      5-
      DISPUTES

     

    Section
      5.1  Time
      of the Essence.
      The
      Parties agree that time is of the essence in this Agreement.

     

    Section
      5.2  Specific
      Performance.
      Inmarsat
      specifically acknowledges that the Phase 0 Block spectrum is unique and not
      fungible, and recognizes and affirms that its failure to return the Phase 0
      Block on the Termination Date in accordance with the provisions of the
      Collaboration Agreement and this Agreement would cause irreparable injury to
      the
      MSV Parties, that monetary damages would be inadequate in such circumstances
      and
      that MSV would have no adequate remedy at law. Accordingly, in the event of
      the
      failure of Inmarsat to return the Phase 0 Block as required on the Termination
      Date in accordance with the provisions of the Collaboration Agreement and this
      Agreement, the MSV Parties may, in addition to any other rights and remedies
      existing in their favor, enforce their rights and Inmarsat’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. Inmarsat agrees, represents and covenants that it will not
      interpose any defense to an action for specific performance that monetary
      damages would adequately recompense any MSV Party.

     

    Section
      5.3  Non-Judicial
      Resolution of Disputes.
      Except
      with regard to Inmarsat’s obligation to vacate and return the Phase 0 Block
      spectrum by the Termination Date, in the event of a 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 CEOs, 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.

     

    Section
      5.4  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
      5.5  Exclusive
      Jurisdiction.
      Each of
      the MSV Parties and Inmarsat hereby irrevocably consents 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, and irrevocably waives any objections which it has or may have to
      proceedings being brought in the New York courts, including without limitation
      any claim that proceedings have been brought in an inconvenient or inappropriate
      forum. Each Party agrees that a final judgment in any such action or proceeding
      shall be conclusive and binding upon each Party and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      This Agreement shall be admissible in any such action or proceeding, but this
      Agreement and the terms and conditions thereof shall not be admissible for
      any
      purpose, or submitted to any court or other adjudicative body, in any action
      or
      proceeding involving a dispute over the Parties’ rights to any spectrum other
      than the Phase 0 Block spectrum.

     

    
      
        
        

      

      
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    Section
      5.6  Waiver
      of Jury Trial.
      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.

     

    ARTICLE
      6 -
      MISCELLANEOUS

    Section
      6.1  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

     

    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 1500

    Fax
      : +44
      20 7728 1650

     

    
      
        
        

      

      
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    Section
      6.2  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 6.2 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).

     

    Section
      6.3  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
      6.4  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 subsequent 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.

     

    
      
        
        

      

      
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    Section
      6.5  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.

     

    Section
      6.6  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
      6.7  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
      6.8  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
      6.9  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 and in such event shall be implemented in
      accordance with Section 3.1(b) herein.

     

    Section
      6.10  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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      6.11  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
      6.12  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
      by this Agreement and the Cooperation Agreement and supersedes all prior
      negotiations among the Parties with respect to the transactions contemplated
      by
      this Agreement and the Cooperation Agreement.

     

    Section
      6.13  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]

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      the
      Parties have executed and delivered this Phase 0 Block Loan 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, CEO & 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