Unassociated Document


    Exhibit
      10.1

     

    
       

      CONFIDENTIAL

       

       

      Dated
        July 24, 2008

       

       

       

      HARBINGER
        CAPITAL PARTNERS MASTER FUND I, LTD

       

      and

       

      HARBINGER
        CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

       

      and

       

      HARBINGER
        CAPITAL PARTNERS FUND I, L.P.

       

      and

       

      HARBINGER
        CO-INVESTMENT FUND, L.P.

       

      and

       

      SKYTERRA
        COMMUNICATIONS, INC

       

      and

       

      MOBILE
        SATELLITE VENTURES SUBSIDIARY LLC

       

      and

       

      MOBILE
        SATELLITE VENTURES L.P.

       

       

       

       

      MASTER
        CONTRIBUTION AND SUPPORT AGREEMENT

       

       


      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      


       

       

      Table
        of Contents

       

      Page

      
        	
                ARTICLE
                  I

              
	 
                	 
                	 
                
	
                DEFINITIONS

              
	 
                	 
                	 
                
	
                Section
                  1.1

              	
                Certain
                  Definitions

              	
                15

              
	
                Section
                  1.2

              	
                Other
                  Definitional and Interpretive Matters

              	
                33

              
	 
                	 
                	 
                
	
                ARTICLE
                  II

              
	 
                	 
                	 
                
	
                ASSET
                  CONTRIBUTIONS

              
	 
                	 
                	 
                
	
                Section
                  2.1

              	
                Agreement
                  to Contribute Assets

              	
                34

              
	
                Section
                  2.2

              	
                Contribution
                  Closings

              	
                35

              
	 
                	 
                	 
                
	
                ARTICLE
                  III

              
	 
                	 
                	 
                
	
                HARBINGER
                  PURCHASED SHARES

              
	 
                	 
                	 
                
	
                Section
                  3.1

              	
                Stock
                  Purchase

              	
                37

              
	
                Section
                  3.2

              	
                Closing

              	
                37

              
	 
                	 
                	 
                
	
                ARTICLE
                  IV

              
	 
                	 
                	 
                
	
                REPRESENTATIONS
                  AND WARRANTIES OF HARBINGER

              
	 
                	 
                	 
                
	
                Section
                  4.1

              	
                Corporate
                  Status, Power and Authority

              	
                37

              
	
                Section
                  4.2

              	
                No
                  Conflicts

              	
                38

              
	
                Section
                  4.3

              	
                No
                  Consents Required

              	
                38

              
	
                Section
                  4.4

              	
                Unregistered
                  Securities

              	
                39

              
	
                Section
                  4.5

              	
                Ownership
                  of Contribution Shares and Convertible Bonds

              	
                40

              
	
                Section
                  4.6

              	
                Litigation

              	
                41

              
	
                Section
                  4.7

              	
                Advisors

              	
                41

              
	
                Section
                  4.8

              	
                TVCC

              	
                41

              
	
                Section
                  4.9

              	
                FIRPTA

              	
                45

              
	
                Section
                  4.10

              	
                Tax
                  Matters.

              	
                45

              
	 
                	 
                	 
                
	
                ARTICLE
                  V

              
	 
                	 
                	 
                
	
                REPRESENTATIONS
                  AND WARRANTIES OF THE COMPANY AND MSV

              
	 
                	 
                	 
                
	
                Section
                  5.1

              	
                Corporate
                  Status

              	
                45

              
	
                Section
                  5.2

              	
                Capitalization

              	
                46

              
	
                Section
                  5.3

              	
                Corporate
                  Power and Authority

              	
                47

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  5.4

              	
                Valid
                  Issuance of Harbinger Shares

              	
                47

              
	
                Section
                  5.5

              	
                No
                  Violation

              	
                47

              
	
                Section
                  5.6

              	
                No
                  Consents Required

              	
                48

              
	
                Section
                  5.7

              	
                Company
                  Financial Statements; Indebtedness

              	
                48

              
	
                Section
                  5.8

              	
                Business
                  Plan

              	
                48

              
	
                Section
                  5.9

              	
                Internal
                  Accounting Controls

              	
                48

              
	
                Section
                  5.10

              	
                No
                  Material Adverse Effects

              	
                49

              
	
                Section
                  5.11

              	
                Independent
                  Accountants

              	
                49

              
	
                Section
                  5.12

              	
                Litigation

              	
                49

              
	
                Section
                  5.13

              	
                Tax
                  Matters

              	
                49

              
	
                Section
                  5.14

              	
                Subsidiaries

              	
                50

              
	
                Section
                  5.15

              	
                Properties

              	
                50

              
	
                Section
                  5.16

              	
                Authorizations

              	
                50

              
	
                Section
                  5.17

              	
                Permits

              	
                51

              
	
                Section
                  5.18

              	
                Leases

              	
                52

              
	
                Section
                  5.19

              	
                Intellectual
                  Property

              	
                52

              
	
                Section
                  5.20

              	
                Insurance

              	
                53

              
	
                Section
                  5.21

              	
                No
                  Defaults

              	
                53

              
	
                Section
                  5.22

              	
                Conformity
                  to Securities Act and Exchange Act; No Misstatement or
                  Omission

              	
                53

              
	
                Section
                  5.23

              	
                Satellites

              	
                53

              
	
                Section
                  5.24

              	
                Employee
                  Benefits

              	
                54

              
	
                Section
                  5.25

              	
                Labor
                  Matters

              	
                56

              
	
                Section
                  5.26

              	
                No
                  Undisclosed Relationships

              	
                57

              
	
                Section
                  5.27

              	
                Related
                  Party Transactions

              	
                58

              
	
                Section
                  5.28

              	
                Company
                  Not an "Investment Company"

              	
                58

              
	
                Section
                  5.29

              	
                No
                  Unlawful Payments; Compliance with Certain Laws

              	
                58

              
	
                Section
                  5.30

              	
                No
                  Restriction on Distributions

              	
                59

              
	
                Section
                  5.31

              	
                No
                  Brokers

              	
                59

              
	
                Section
                  5.32

              	
                No
                  Other Representations or Warranties

              	
                59

              
	 
                	 
                	 
                
	
                ARTICLE
                  VI

              
	 
                	 
                	 
                
	
                CLOSING
                  DELIVERIES

              
	 
                	 
                	 
                
	
                Section
                  6.1

              	
                Deliveries
                  by Harbinger at the Closings

              	
                59

              
	
                Section
                  6.2

              	
                Deliveries
                  by the Company, and MSV at the Closings

              	
                60

              
	 
                	 
                	 
                
	
                ARTICLE
                  VII

              
	 
                	 
                	 
                
	
                POSSIBLE
                  OFFER FOR TARGET

              
	 
                	 
                	 
                
	
                Section
                  7.1

              	
                Other
                  Agreements

              	
                61

              
	
                Section
                  7.2

              	
                Possible
                  Offer Announcement

              	
                62

              
	
                Section
                  7.3

              	
                Legal
                  and Regulatory Requirements in Connection with Possible Offer
                  Announcement

              	
                62

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 
                	 
                	 
                
	
                ARTICLE
                  VIII

              
	 
                	 
                	 
                
	
                REGULATORY
                  APPROVALS

              
	 
                	 
                	 
                
	
                Section
                  8.1

              	
                General

              	
                62

              
	
                Section
                  8.2

              	
                Cooperation

              	
                63

              
	
                Section
                  8.3

              	
                FCC
                  Approval

              	
                64

              
	
                Section
                  8.4

              	
                HSR
                  Act

              	
                65

              
	
                Section
                  8.5

              	
                EC
                  Merger Regulation

              	
                65

              
	
                Section
                  8.6

              	
                Other
                  Anti-Trust Approvals

              	
                65

              
	
                Section
                  8.7

              	
                Other
                  Telecommunications/Frequency Approvals

              	
                66

              
	
                Section
                  8.8

              	
                Failure
                  to Obtain Initial Agreed Regulatory Approvals

              	
                66

              
	
                Section
                  8.9

              	
                Conditions
                  to Regulatory Approvals

              	
                66

              
	
                Section
                  8.10

              	
                Waiver
                  of Regulatory Approvals without Consent

              	
                67

              
	
                Section
                  8.11

              	
                Waiver
                  of Initial Agreed Regulatory Approvals with Consent

              	
                67

              
	
                Section
                  8.12

              	
                Notification
                  of Satisfaction Date

              	
                67

              
	 
                	 
                	 
                
	
                ARTICLE
                  IX

              
	 
                	 
                	 
                
	
                STOCKHOLDER
                  APPROVALS

              
	 
                	 
                	 
                
	
                Section
                  9.1

              	
                Stockholder
                  Approval

              	
                67

              
	
                Section
                  9.2

              	
                Board
                  Approval

              	
                68

              
	
                Section
                  9.3

              	
                Information
                  Statement, Other Filings

              	
                68

              
	
                Section
                  9.4

              	
                Written
                  Consent of Board and Harbinger Share Ownership

              	
                69

              
	
                Section
                  9.5

              	
                No
                  Other Stockholder Approvals Required

              	
                69

              
	
                Section
                  9.6

              	
                Filing
                  of Certificate of Amendment of Certificate of
                  Incorporation

              	
                70

              
	 
                	 
                	 
                
	
                ARTICLE
                  X

              
	 
                	 
                	 
                
	
                OFFER
                  SHARES

              
	 
                	 
                	 
                
	
                Section
                  10.1

              	
                Offer
                  Shares

              	
                70

              
	
                Section
                  10.2

              	
                Other
                  Procedural Matters relating to the Offer Shares

              	
                71

              
	
                Section
                  10.3

              	
                Stock
                  Exchange Listing and Legal Requirements

              	
                71

              
	 
                	 
                	 
                
	
                ARTICLE
                  XI

              
	 
                	 
                	 
                
	
                EQUITY
                  FINANCING

              
	 
                	 
                	 
                
	
                Section
                  11.1

              	
                Funding
                  of the Harbinger Satellite Fund

              	
                72

              
	
                Section
                  11.2

              	
                Harbinger
                  Purchased Shares

              	
                72

              
	
                Section
                  11.3

              	
                Financing
                  Rights Offering

              	
                73

              
	
                Section
                  11.4

              	
                Financing
                  Rights Prospectus, Other Financing Rights Filings

              	
                73

              
	
                Section
                  11.5

              	
                Financing
                  Rights Subscription Privilege and Financing Rights Subscription
                  Price

              	
                75

              
	
                Section
                  11.6

              	
                Exercise
                  of the Financing Rights Subscription Privilege

              	
                75

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  11.7

              	
                Transferability
                  of the Financing Rights Subscription Privileges

              	
                75

              
	
                Section
                  11.8

              	
                Irrevocable
                  Exercise

              	
                75

              
	
                Section
                  11.9

              	
                Fractional
                  Shares

              	
                75

              
	
                Section
                  11.10

              	
                Fees
                  and Expenses

              	
                75

              
	
                Section
                  11.11

              	
                Use
                  of Proceeds from the Financing Rights Offering

              	
                75

              
	
                Section
                  11.12

              	
                No
                  Underwriting

              	
                76

              
	
                Section
                  11.13

              	
                No
                  Standby Purchase Agreement

              	
                76

              
	 
                	 
                	 
                
	
                ARTICLE
                  XII

              
	 
                	 
                	 
                
	
                DEBT
                  FINANCING

              
	 
                	 
                	 
                
	
                Section
                  12.1

              	
                Agreement
                  to Procure Financing

              	
                76

              
	 
                	 
                	 
                
	
                ARTICLE
                  XIII

              
	 
                	 
                	 
                
	
                FIRM
                  OFFER DECISION

              
	 
                	 
                	 
                
	
                Section
                  13.1

              	
                Application
                  of Article XIII

              	
                78

              
	
                Section
                  13.2

              	
                Preparation
                  for Notification

              	
                78

              
	
                Section
                  13.3

              	
                Notification

              	
                79

              
	
                Section
                  13.4

              	
                Bring
                  Down Certificate

              	
                80

              
	
                Section
                  13.5

              	
                Company's
                  Board Meeting

              	
                80

              
	
                Section
                  13.6

              	
                Firm
                  Offer Finalization

              	
                80

              
	
                Section
                  13.7

              	
                Firm
                  Offer Announcement

              	
                81

              
	
                Section
                  13.8

              	
                Reimbursement
                  of Fees

              	
                81

              
	 
                	 
                	 
                
	
                ARTICLE
                  XIV

              
	 
                	 
                	 
                
	
                TERMS
                  OF THE FIRM OFFER

              
	 
                	 
                	 
                
	
                Section
                  14.1

              	
                Terms
                  of the Offer

              	
                81

              
	
                Section
                  14.2

              	
                Waiver,
                  Satisfaction and Invocation of Conditions

              	
                83

              
	
                Section
                  14.3

              	
                Implementation
                  of Proposal

              	
                84

              
	
                Section
                  14.4

              	
                Advisors
                  to the Firm Offer

              	
                84

              
	
                Section
                  14.5

              	
                Preparation
                  of Documents

              	
                85

              
	
                Section
                  14.6

              	
                Disclosure
                  in Documents

              	
                85

              
	
                Section
                  14.7

              	
                Content
                  of Documents

              	
                85

              
	
                Section
                  14.8

              	
                Amendment
                  Veto Matters

              	
                85

              
	 
                	 
                	 
                
	
                ARTICLE
                  XV

              
	 
                	 
                	 
                
	
                CONDUCT
                  OF OFFER

              
	 
                	 
                	 
                
	
                Section
                  15.1

              	
                Conduct
                  of the Parties

              	
                86

              
	
                Section
                  15.2

              	
                Implementation
                  Agreement

              	
                87

              
	
                Section
                  15.3

              	
                Potential
                  Payments under the Implementation Agreement

              	
                87

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 
                	 
                	 
                
	
                ARTICLE
                  XVI

              
	 
                	 
                	 
                
	
                PRE-CLOSING
                  COVENANTS

              
	 
                	 
                	 
                
	
                Section
                  16.1

              	
                Business
                  Covenants of the Company

              	
                88

              
	
                Section
                  16.2

              	
                Communication
                  with Regulatory Authorities

              	
                91

              
	
                Section
                  16.3

              	
                Information
                  Rights

              	
                91

              
	
                Section
                  16.4

              	
                Access
                  Rights

              	
                92

              
	
                Section
                  16.5

              	
                Supplying
                  Information

              	
                92

              
	
                Section
                  16.6

              	
                Investment
                  Company

              	
                92

              
	
                Section
                  16.7

              	
                Publicity

              	
                92

              
	
                Section
                  16.8

              	
                Blue
                  Sky Compliance

              	
                92

              
	
                Section
                  16.9

              	
                No
                  General Solicitation or General Selling Efforts

              	
                93

              
	
                Section
                  16.10

              	
                Licenses

              	
                93

              
	
                Section
                  16.11

              	
                Non
                  Solicit

              	
                93

              
	
                Section
                  16.12

              	
                Compliance
                  with Laws

              	
                93

              
	
                Section
                  16.13

              	
                Triggering
                  Investments

              	
                93

              
	
                Section
                  16.14

              	
                Phase
                  1 Notice

              	
                94

              
	
                Section
                  16.15

              	
                Business
                  Covenants of Harbinger

              	
                94

              
	
                Section
                  16.16

              	
                Confidentiality
                  Agreement.

              	
                95

              
	
                Section
                  16.17

              	
                Waiver
                  of Right of First Negotiation/ Pro Rata Participation
                  Rights.

              	
                95

              
	
                Section
                  16.18

              	
                Waiver
                  of Antidilution Adjustments

              	
                95

              
	
                Section
                  16.19

              	
                Amendment
                  of 16.5% Notes

              	
                95

              
	 
                	 
                	 
                
	
                ARTICLE
                  XVII

              
	 
                	 
                	 
                
	
                SPONSOR
                  FEE

              
	 
                	 
                	 
                
	
                Section
                  17.1

              	
                Sponsor
                  Fee

              	
                96

              
	 
                	 
                	 
                
	
                ARTICLE
                  XVIII

              
	 
                	 
                	 
                
	
                INDEMNIFICATION

              
	 
                	 
                	 
                
	
                Section
                  18.1

              	
                Indemnification
                  for Misstatements or Omissions in Public Documents

              	
                97

              
	 
                	 
                	 
                
	
                ARTICLE
                  XIX

              
	 
                	 
                	 
                
	
                No-Deal
                  RIGHTS OFFERING

              
	 
                	 
                	 
                
	
                Section
                  19.1

              	
                No-Deal
                  Rights Offering

              	
                98

              
	
                Section
                  19.2

              	
                No-Deal
                  Rights Prospectus, Other No-Deal Rights Filings

              	
                98

              
	
                Section
                  19.3

              	
                No-Deal
                  Rights Subscription Privilege and No-Deal Rights Subscription
                  Price

              	
                100

              
	
                Section
                  19.4

              	
                Exercise
                  of the No-Deal Rights Subscription Privilege

              	
                100

              
	
                Section
                  19.5

              	
                Transferability
                  of the No-Deal Rights Subscription Privileges

              	
                100

              
	
                Section
                   19.6

              	
                Adjustment
                  of No-Deal Rights Subscription Price

              	
                100

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  19.7

              	
                Irrevocable
                  Exercise

              	
                101

              
	
                Section
                  19.8

              	
                Fractional
                  Shares

              	
                101

              
	
                Section
                  19.9

              	
                No-Deal
                  Over Subscription Rights

              	
                101

              
	
                Section
                  19.10

              	
                Fees
                  and Expenses

              	
                101

              
	
                Section
                  19.11

              	
                Proceeds
                  from the No-Deal Rights Offering

              	
                101

              
	
                Section
                  19.12

              	
                No
                  Underwriting

              	
                101

              
	
                Section
                  19.13

              	
                No
                  Standby Purchase Agreement

              	
                102

              
	
                Section
                  19.14

              	
                Termination
                  of the No-Deal Rights Offering

              	
                102

              
	 
                	 
                	 
                
	
                ARTICLE
                  XX

              
	 
                	 
                	 
                
	
                Amended
                  Proposals

              
	 
                	 
                	 
                
	
                Section
                  20.1

              	
                Amended
                  Proposals

              	
                102

              
	
                Section
                  20.2

              	
                Alternative
                  Method of Contributing the Contribution Shares, the Converted Shares
                  and/or the Convertible Bonds.

              	
                102

              
	
                Section
                  20.3

              	
                Conversion/Exchange
                  of Non-Voting Common Stock.

              	
                103

              
	 
                	 
                	 
                
	
                ARTICLE
                  XXI

              
	 
                	 
                	 
                
	
                MISCELLANEOUS

              
	 
                	 
                	 
                
	
                Section
                  21.1

              	
                Governing
                  Law

              	
                105

              
	
                Section
                  21.2

              	
                Jurisdiction

              	
                105

              
	
                Section
                  21.3

              	
                Notices

              	
                105

              
	
                Section
                  21.4

              	
                Further
                  Assurances

              	
                106

              
	
                Section
                  21.5

              	
                Specific
                  Performance

              	
                107

              
	
                Section
                  21.6

              	
                Assignments

              	
                107

              
	
                Section
                  21.7

              	
                Counterparts

              	
                107

              
	
                Section
                  21.8

              	
                Waivers

              	
                107

              
	
                Section
                  21.9

              	
                Entire
                  Agreement

              	
                107

              
	
                Section
                  21.10

              	
                Amendments
                  in Writing

              	
                107

              
	
                Section
                  21.11

              	
                Changes
                  in Capital Structure

              	
                108

              
	
                Section
                  21.12

              	
                Reimbursement
                  of Costs

              	
                108

              
	
                Section
                  21.13

              	
                Termination

              	
                108

              
	
                Section
                  21.14

              	
                Several
                  Obligations

              	
                109

              


      

       

      
        	
                ANNEX
                  A

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                OWNERSHIP
                  OF CONTRIBUTION SHARES AND CONVERTIBLE BONDS

              	
                112

              
	 
                	 
                	 
                
	
                EXHIBIT
                  A

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                STOCK
                  PURCHASE AGREEMENT

              	
                113

              
	 
                	 
                	 
                
	
                EXHIBIT
                  B

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                SECURITIES
                  PURCHASE AGREEMENT

              	
                114

              
	 
                	 
                	 
                


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                EXHIBIT
                  C

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                POSSIBLE
                  OFFER ANNOUNCEMENT

              	
                115

              
	 
                	 
                	 
                
	
                EXHIBIT
                  D

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                REGISTRATION
                  RIGHTS AGREEMENT

              	
                116

              
	 
                	 
                	 
                
	
                EXHIBIT
                  E

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                CONSULTING
                  AGREEMENT

              	
                117

              
	 
                	 
                	 
                
	
                EXHIBIT
                  F

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                HARBINGER
                  CERTIFICATE

              	
                118

              
	 
                	 
                	 
                
	
                EXHIBIT
                  G

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                BRING
                  DOWN CERTIFICATE

              	
                119

              
	 
                	 
                	 
                
	
                EXHIBIT
                  H

              	 
                	 
                
	 
                	 
                	 
                
	 
                	
                TVCC
                  CERTIFICATE

              	
                120

              


      

       

       


      
        
           
            

        

        
          7

          
            

          

        

        
           
            

        

      


       

      This
        MASTER CONTRIBUTION AND SUPPORT AGREEMENT (this "Agreement")
        is dated as of July 24, 2008, by and among (i) HARBINGER CAPITAL PARTNERS
        MASTER
        FUND I, LTD, an exempted company organized under the Laws of the Cayman Islands
        ("Harbinger
        Master"), (ii) HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.,
        a Delaware limited partnership ("Harbinger
        Special"), (iii) HARBINGER CAPITAL PARTNERS FUND I, L.P., a Delaware
        Limited partnership ("Harbinger
        Fund"), (iv) HARBINGER CO-INVESTMENT FUND, L.P., a Delaware limited
        partnership (the "Harbinger
        Satellite Fund", and together with Harbinger Master, Harbinger Special
        and Harbinger
        Fund, "Harbinger"),
        (v) SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the "Company"),
        (vi) MOBILE SATELLITE VENTURES SUBSIDIARY LLC, a Delaware limited liability
        company ("MSV
        LLC"), and (vii) MOBILE SATELLITE VENTURES L.P., a Delaware limited
        partnership ("MSV").
        Each of Harbinger Master, Harbinger Special, Harbinger Fund, Harbinger Satellite
        Fund, the Company, MSV LLC and MSV is hereinafter referred to as a "Party"
        and collectively as the "Parties".

       

      WHEREAS,
        Harbinger Master and Harbinger Special, as outlined in Annex A, currently
        owns
        or has the power to cause the disposition (or, in the case of the TVCC LLC
        Interests, will, as of the Option Closing Date, own or have the power to
        cause
        the disposition)  of (i) 132,041,000 ordinary voting shares (the
        "Contribution
        Shares") issued by Inmarsat plc (the "Target"),
        (ii) 1.75% convertible bonds due 2017 issued by the Target having an aggregate
        principal value of $37,600,000 or such other principal value as is at the
        relevant time owned by Harbinger Master and Harbinger Special (the "Convertible
        Bonds") and (iii) 150,000,000 Class A Preferred Units (the "Class
        A
        Preferred Units") issued by TVCC Holding Company, LLC, a Delaware limited
        liability company ("TVCC"),
        50,000,000 Class B Preferred Units (the "Class
        B
        Preferred Units") issued by TVCC and 300,000,000 Common Units issued by
        TVCC (the "Common
        Units" and, together with the Class A Preferred Units and the Class B
        Preferred Units, the "TVCC
        LLC
        Interests" and, together with the Contribution Shares and the Convertible
        Bonds, the "Contribution
        Assets"). As of the Option Closing Date TVCC will control 5MHz of
        nationwide (US), contiguous unpaired spectrum from 1670-1675 MHz (the "1.6
        Spectrum");

       

      WHEREAS,
        Harbinger and the Company are considering the proposed acquisition of up
        to the
        entire issued and to be issued share capital of the Target (other than the
        shares already held by Harbinger Master and Harbinger Special, or the Company
        or
        any of its Subsidiaries, whether pursuant to this Agreement or otherwise,
        in the
        capital of the Target) (the "Proposal").
        In conjunction with the Proposal, subject to the terms and conditions set
        forth
        herein, Harbinger wishes to contribute the Contribution Assets to the Company
        in
        exchange for shares of voting common stock of par value $0.01 per share of
        the
        Company (the "Voting
        Common
        Stock") and the Company wishes to acquire the Contribution Assets in
        exchange for shares of Voting Common Stock subject to the terms and conditions
        set forth in this Agreement (the "Contribution");

       

      WHEREAS,
        Harbinger Satellite Fund and the Company are contemporaneously entering into
        a
        stock purchase agreement, dated as of even date herewith (the "Stock
        Purchase
        Agreement"), in the form of Exhibit A, that provides Harbinger Satellite
        Fund with the right and obligation, in each case subject to the terms and
        conditions set forth in the Stock Purchase

       


      
        
           
            

        

        
          8

          
            

          

        

        
           
            

        

      

       

      Agreement,
        on the Closing Date (as hereinafter defined) to purchase shares of Voting
        Common
        Stock at the Agreed Issue Price (as hereinafter defined);

       

      WHEREAS,
        the Company has agreed, in the circumstances and
        subject to the conditions set forth in Article
        XIX, to undertake a rights offering in
        accordance with the terms and conditions set forth in Article
        XIX;

       

      WHEREAS,
        Harbinger Master, Harbinger Special, the Company and MSV, and Mobile Satellite
        Ventures Finance Co., a Delaware corporation ("MSV
        Finance") are contemporaneously entering into a securities purchase
        agreement dated as of even date herewith (the "Securities
        Purchase Agreement") in the form of Exhibit B, that provides for
        Harbinger Master and Harbinger Special to purchase, and for MSV and MSV Finance
        to issue, up to $500,000,000 in principal amount of 16% Senior Notes due
        July 1,
        2013, and for the Company to issue warrants to purchase up to 25,000,000
        shares
        of Voting Common Stock or Non-Voting Common Stock, or a combination thereof,
        at
        an exercise price of $0.01 per share of Voting Common Stock, subject to certain
        antidilution adjustments, in each case upon the terms and subject to the
        conditions set forth in the Securities Purchase Agreement;

       

      WHEREAS,
        prior to the date of this Agreement (a) the Special Independent Committee
        of the
        Company's Board, after obtaining advice from an independent financial advisor,
        has (i) determined that this Agreement and the agreements and transactions
        contemplated hereunder and under the Stock Purchase Agreement and the Securities
        Purchase Agreement (the "Transactions"),
        including the Contribution, are fair to the Company and its stockholders
        other
        than Harbinger and (ii) recommended that the Company's Board approve this
        Agreement, the Stock Purchase Agreement, the Securities Purchase Agreement,
        and
        the Transactions, and (b) the Company's Board has unanimously
        approved this Agreement, the Stock Purchase Agreement, the Securities
        Purchase Agreement, and the Transactions; and

       

      WHEREAS,
        the Parties intend that the Transactions, taken together, shall qualify as
        an
        exchange governed by Section 351(a) of the Code.

       

      NOW,
        THEREFORE,
        in consideration of the mutual covenants and agreements contained herein
        and for
        other good and valuable consideration, the receipt and sufficiency of which
        is
        hereby acknowledged, each of the Parties hereby agrees as
        follows.

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.1          Certain
        Definitions. For the purposes of this Agreement, the following terms
        shall have the meanings specified in this Section
        1.1.

       

      "1.6
        Spectrum" has the meaning set forth in the recitals.

       

      "14%
        Notes" means the 14% Senior Secured Discount Notes due 2013 issued under
        the 14% Notes Indenture.

       


      
        
           
            

        

        
          9

          
            

          

        

        
           
            

        

      


       

      "14%
        Notes
        Indenture" means the Indenture, among MSV and MSV Finance, as issuers,
        the guarantors named therein and The Bank of New York, as trustee, dated
        as of
        March 30, 2006.

       

      "16%
        Notes" means the 16% Senior Unsecured Notes due 2013 to be issued under
        the 16% Notes Indenture.

       

      "16%
        Notes
        Indenture" means the Indenture, among MSV and MSV Finance, as issuers,
        the guarantors named therein and a trustee to be named therein, to be entered
        into on or about January 6, 2009 in connection with the 16% Notes to be issued
        pursuant to the Securities Purchase Agreement.

       

      "16.5%
        Notes" means the 16.5% Senior Notes due 2013 issued under the 16.5% Notes
        Indenture.

       

      "16.5%
        Notes
        Indenture" means the Indenture, among MSV and MSV Finance, as issuers,
        the guarantors named therein and The Bank of New York, as trustee, dated
        as of
        January 7, 2008.

       

      "Affiliate"
        means, with respect to any Person, any other Person that, directly or indirectly
        through one or more intermediaries, controls, or is controlled by, or is
        under
        common control with, such Person, and the term "control"
        (including the terms "controlled
        by" and "under
        common
        control with") means the possession, directly or indirectly, of the power
        to direct or cause the direction of the management and policies of such Person,
        whether through ownership of voting securities, by contract or
        otherwise.

       

      "Agreed
        Issue
        Price" means the Company Per Share Value multiplied
        by
        the Target Adjustment Ratchet.

       

      "Agreement"
        has the meaning set forth in the preamble.

       

      "Amended
        Proposal" has the meaning set forth in Section
        20.1.

       

      "Amendment
        Notification" has the meaning set forth in Section
        14.1(a).

       

      "Amendment
        Veto
        Matters" has the meaning set forth in Section
        14.8.

       

      "Apollo
        Transaction" means the transaction detailed in the Company's Current
        Report on Form 8-K filed with the SEC on April 10, 2008, in which Harbinger
        entered into a securities purchase agreement with a number of Apollo funds
        and
        pursuant to which Harbinger agreed to purchase from such funds a number of
        shares of Voting Common Stock and Non-Voting Common Stock and warrants in
        the
        Company.

       

      "Assets"
        means all of the properties and assets (including, but not limited to, real,
        personal or mixed, tangible or intangible, and Intellectual Property) used
        or
        held for use in connection with or material to the continued operation of
        the
        business of the Company and/or its Subsidiaries.

       


      
        
           
            

        

        
          10

          
            

          

        

        
           
            

        

      

       

      "Authorities"
        refers to any Regulatory Authorities and Competition Authorities as
        relevant.

       

      "Authorizations"
        has the meaning set forth in Section
        5.16(a).

       

      "Benefit
        Plans" has the meaning set forth in Section
        5.24(a).

       

      "Bring
        Down
        Certificate" has the meaning set forth in Section
        13.4.

       

      "Bring
        Down
        Date" has the meaning set forth in Section
        13.4.

       

      "Business
        Day" means any day excluding (i) Saturday, (ii) Sunday and (iii) any
        day
        on which banking institutions located in the State of New York or London
        are
        required to be closed for the conduct of regular business.

       

      "Business
        Plan" means the business plan referred to in Section
        5.8, subject to such additions or
        amendments as may be made with the prior written approval of
        Harbinger.

       

      "Canadian
        Joint
        Venture Companies" means Mobile Satellite Ventures (Canada) Inc. and
        Mobile Satellite Ventures Holdings (Canada) Inc.

       

      "Cash
        Confirmation Amount" means the total amount of cash available to the
        Company on a Certain Funds Basis for the purposes of satisfying the cash
        consideration payable pursuant to the Firm Offer, as confirmed in writing
        by the
        Financial Advisor in accordance with the terms of this Agreement, being the
        aggregate of the Debt Cash Confirmation Amount and the Equity Cash Confirmation
        Amount.

       

      "Cash
        Confirmation Statement" has the meaning set forth in Section
        11.2(a).

       

      "Cash
        Offer
        Price" has the meaning set forth in Section
        11.2(b).

       

      "Cash
        Purchase
        Price" has the meaning set forth in Section
        11.2(b).

       

      "Cash
        Redemption Amount" shall mean the cash amount that Harbinger would
        receive if the Convertible Bonds were redeemed at their Accreted Principal
        Amount on the Change of Control Event Put Date, as each such term is defined
        in,
        and in accordance with, the conditions of the Convertible Bonds.

       

      "Certain
        Funds
        Basis" means "certain funds basis" as such expression is customarily
        understood in the context of transactions subject to the UK Takeover Code
        and
        the jurisdiction of the UK Takeover Panel.

       

      "Class
        A
        Preferred Units" has the meaning set forth in the recitals.

       

      "Class
        B
        Preferred Units" has the meaning set forth in the recitals.

       

      "Closing
        Date" means the date that is three (3) Business Days after
        Completion.

       

      "Code"
        means the US Internal Revenue Code of 1986, as amended.

       


      
        
           
            

        

        
          11

          
            

          

        

        
           
            

        

      

       

      "COI
        Amendments" has the meaning set forth in Section
        9.1.

       

      "Common
        Stock" means the Voting Common Stock and the Non-Voting Common
        Stock.

       

      "Common
        Units" has the meaning set forth in the recitals.

       

      "Communications
        Act" means the US Communications Act of 1934, as amended, and the rules
        and published policies of the FCC promulgated thereunder.

       

      "Communications
        Assistance for Law Enforcement Act" means the US Communications
        Assistance for Law Enforcement Act 1994, as amended.

       

      "Companies
        Acts" means the English Companies Act 1985 and the Companies Act 2006,
        in
        each case as amended or re-enacted and to the extent in force or applicable
        from
        time to time.

       

      "Company"
        has the meaning set forth in the preamble.

       

      "Company
        Approval" has the meaning set forth in Section
        13.5.

       

      "Company
        Disclosure Schedule" has the meaning set forth in the preamble to
Article
        V.

       

      "Company
        Financial Statements" has the meaning set forth in Section
        5.7(a).

       

      "Company
        Per
        Share Value" means $10.00.

       

      "Company's
        Board" means the board of directors of the Company.

       

      "Competition
        Authorities" means any Governmental Entity or other trade or regulatory
        body responsible for any matter involving antitrust or competition
        issues.

       

      "Completion"
        means the date, if any, upon which: (i) the Scheme becomes effective in
        accordance with its terms; or (ii) if Harbinger elects to implement the Proposal
        by way of an Offer in accordance with the terms of this Agreement, the Offer
        becomes or is declared unconditional in all respects.

       

      "Confidentiality
        Agreement" has the meaning set forth in Section
        16.16.

       

      "Confidentiality
        Side Letter" has the meaning set forth in Section
        16.16.

       

      "Consulting
        Agreement" means the consulting agreement to be entered into between the
        Company and LeaseCo on the Option Closing Date relating to the management
        of the
        1.6 Spectrum for the period set forth in the Consulting Agreement in
        substantially the form attached hereto as Exhibit E.

       

      "Contract"
        means any written contract, agreement, mortgage, indenture, note, bond, loan,
        instrument, lease, commitment or other legally binding arrangement or
        agreement.

       


      
        
           
            

        

        
          12

          
            

          

        

        
           
            

        

      


       

      "Contribution"
        has the meaning set forth in the recitals.

       

      "Contribution
        Assets" has the meaning set forth in the recitals.

       

      "Contribution
        Closings" means the Contribution Shares Closing, the Convertible Bonds
        Closing and the TVCC Contribution Closing.

       

      "Contribution
        Closing Date" means the Contribution Shares Closing Date, the Convertible
        Bonds Closing Date or the TVCC Contribution Closing Date, as
        applicable.

       

      "Contribution
        Shares" has the meaning set forth in the recitals.

       

      "Contribution
        Shares Closing" has the meaning set forth in Section
        2.2(a).

       

      "Contribution
        Shares Closing Date" has the meaning set forth in Section
        2.2(a).

       

      "Contribution
        Shares Value" means the Target Base Price multiplied
        by
        the Target Adjustment Ratchet multipliedby
        the number
        of Contribution Shares multiplied
        by
        the Exchange Rate.

       

      "Converted
        Shares" has the meaning set forth in Section
        2.1(a)(ii)(B).

       

      "Converted
        Shares Value" means the Target Base Price multiplied
        by
        the Target Adjustment Ratchet multiplied
        by
        the number of Converted Shares multiplied
        by
        the Exchange Rate.

       

      "Convertible
        Bonds" has the meaning set forth in the recitals.

       

      "Convertible
        Bonds Amount" means the number of Convertible Bonds as is at the relevant
        time owned by Harbinger.

       

      "Convertible
        Bonds Closing" has the meaning set forth in Section
        2.2(b).

       

      "Convertible
        Bonds Closing Date" has the meaning set forth in Section
        2.2(b).

       

      "Convertible
        Bonds Value" means the Convertible Bonds Amount multiplied
        by
        the Target Appropriate Offer Price.

       

      "Court"
        means the High Court of Justice in England and Wales.

       

      "Court
        Order" means the order of the Court sanctioning the Scheme under section
        899 of the Companies Act 2006 and the order of the Court confirming the
        reduction of the Target's share capital provided for by the Scheme under
        section
        137 of the Companies Act 1985 or, if then in force, section 648 of the Companies
        Act 2006, respectively or, where the context requires, either of
        them.

       

      "CREST"
        means the relevant system (as defined in the Uncertified Securities Regulations
        2001 (SI 2001 No. 3755)) to facilitate the transfer of title to shares in
        uncertified

       


      
        
           
            

        

        
          13

          
            

          

        

        
           
            

        

      


       

      form
        in respect of which CRESTCo is the Operator (as defined in the Uncertified
        Securities Regulations 2001 (SI 2001 No. 3755)).

       

      "CRESTCo"
        means CRESTCo Limited.

       

      "Debt
        Cash
        Confirmation Amount" has the meaning set forth in Section
        12.1(f).

       

      "Debt
        Commitment Letter" has the meaning set forth in Section
        12.1(f).

       

      "Debt
        Financing" shall mean the debt financing in connection with the Firm
        Offer by way of the issuance of the Senior Debt and the Mezzanine Debt or
        any
        other such form of debt financing as Harbinger may request in accordance
        with
Section
        14.1.

       

      "Debt
        Offering" has the meaning set forth in Section
        12.1(a).

       

      "DGCL"
        means the Delaware General Corporation Law.

       

      "Directors"
        means the directors of the Company from time to time.

       

      "DoJ"
        means the US Department of Justice.

       

      "Effective
        Date" has the meaning set forth in Section
        16.13.

       

      "Encumbrance"
        means any mortgage, pledge, hypothecation, claim, charge, security interest,
        encumbrance, option, lien, put or call right, right of first offer or refusal,
        proxy, voting right or other restrictions or limitations of any nature
        whatsoever, whether or not filed, recorded or otherwise perfected under
        applicable Law, other than (a) those resulting from Taxes which have not
        yet
        become delinquent or (b) minor liens and encumbrances that do not materially
        detract from the value of the property or materially impair the operations
        of a
        Person or materially interfere with the use of such property or
        asset.

       

      "Environmental
        Protection Laws" means any Law enacted as of the date hereof in any
        jurisdiction in connection with or relating to the protection or regulation
        of
        the environment, including those Laws, statutes and regulations regulating
        the
        disposal, removal, production, storing, refining, handling, transferring,
        processing or transporting of hazardous or toxic substances, and any orders,
        decrees or judgments issued by any court of competent jurisdiction in connection
        with any of the foregoing.

       

      "Equity
        Cash
        Confirmation Amount" has the meaning set forth in Section
        11.2(a).

       

      "Equity
        Commitment Letter" has the meaning set forth in Section
        11.2(a).

       

      "ERISA"
        has the meaning set forth in Section
        5.24(a).

       

      "ERISA
        Plans" has the meaning set forth in Section
        5.24(e).

       

      "EU"
        means the European Union.

       

      "European
        Commission" has the meaning set forth in Section
        8.5.

       


      
        
           
            

        

        
          14

          
            

          

        

        
           
            

        

      


       

      "Exchange
        Act" means the US Securities Exchange Act of 1934, as amended from time
        to time, and the rules and regulations of the SEC promulgated
        thereunder.

       

      "Exchange
        Act
        Reports" means the following documents filed by the Company with the SEC
        since September 1, 2006 and prior to the Closing Date: (i) the Company's
        Form
        10-K annual report, (ii) all quarterly reports on Form 10-Q and any periodic
        reports on Form 8-K, (iii) all definitive proxy statements, and (iv) all
        amendments or supplements to any of the foregoing.

       

      "Exchange
        Rate" means a £ to $ exchange rate as reported by Bloomberg at noon New
        York time three (3) Business Days prior to the Contribution Shares Closing
        Date,
        the Closing Date or such other date, as applicable.

       

      "FCC"
        means the US Federal Communications Commission.

       

      "FCC
        Approval" means the consent and other actions of the FCC (including any
        action duly taken by the FCC's staff pursuant to delegated authority) granting
        its consent to all applications or petitions as may be required to be filed
        with
        the FCC to effect the transactions referred to in Section
        8.1 and consummate the Transactions.

       

      "FCC
        Parties" means Harbinger, the Company and MSV LLC.

       

      "FCC
        Rules" means Title 47 of the Code of Federal Regulations, as amended at
        any time and from time to time, and FCC decisions, published policies, reports
        and orders.

       

      "FCC
        Spectrum
        Lease Rules" has the meaning set forth in Section
        4.8(l)(ii).

       

      "Filed
        SEC
        Reports" has the meaning set forth in the preamble to Article
        V.

       

      "Financial
        Advisor" means Merrill Lynch International, or such other financial
        advisor agreed to be appointed by the Parties from time to time in connection
        with the transactions contemplated by Articles XI,
XII,
XIII,
XIV and
XV.

       

      "Financing
        Rights Amount" has the meaning set forth in Section
        11.3.

       

      "Financing
        Rights Offering" has the meaning set forth in Section
        11.3.

       

      "Financing
        Rights Prospectus" has the meaning set forth in Section
        11.4.

       

      "Financing
        Rights Registration Statement" has the meaning provided in Section
        11.4(a).

       

      "Financing
        Rights Subscription Price" has the meaning set forth in Section
        11.5.

       

      "Financing
        Rights Subscription Privilege" has the meaning set forth in Section
        11.5.

       

      "Firm
        Offer" means an offer by the Company to implement the Proposal by way of
        Offer or Scheme in accordance with the terms of the UK Takeover Code, the
        Companies Acts

       


      
        
           
            

        

        
          15

          
            

          

        

        
           
            

        

      


       

      and
        the requirements of the UK Takeover Panel, as such offer may be amended from
        time to time after the Firm Offer Date, with any such amendments being in
        accordance with the terms of this Agreement, the UK Takeover Code, the Companies
        Acts and the requirements of the UK Takeover Panel.

       

      "Firm
        Offer
        Announcement" means the announcement to be made by the Parties, subject
        to the terms and conditions of this Agreement, of a firm intention to proceed
        with the Firm Offer made in accordance with Rule 2.5 of the UK Takeover
        Code.

       

      "Firm
        Offer
        Costs" has the meaning set forth in Section
        11.2(b).

       

      "Firm
        Offer
        Date" means the date on which the Firm Offer Announcement is
        made.

       

      "Firm
        Offer
        Price" means the price offered by the Company for the Target Shares as
        set out in the Firm Offer Announcement.

       

      "FSA"
        means the UK Financial Services Authority.

       

      "FSA
        Approval" has the meaning set forth in Section
        10.1.

       

      "FSMA"
        means the UK's Financial Services and Markets Act 2000.

       

      “Further
        COI
        Amendment” has the meaning set forth in Section 9.1.

       

      "FTC"
        means US Federal Trade Commission.

       

      "GAAP"
        means US generally accepted accounting principles.

       

      "Governmental
        Authorizations" means
        all
        approvals, concessions, consents, franchises, licenses, Permits, registrations
        and other authorizations of all Governmental Entities.

       

      "Governmental
        Entity" means any governmental body, whether administrative, executive,
        judicial, legislative or other, or any combination thereof, including any
        federal, state, territorial, county, local, municipal or other governmental
        agency, arbitral body, administrative authority, body, branch, bureau, or
        comparable agency, commission, tribunal, court, department or instrumentality
        of
        any of the foregoing, whether US or non-US.

       

      "Group"
        means the Company and its controlled Affiliates from time to time.

       

      "Harbinger"
        has the meaning set forth in the preamble.

       

      "Harbinger
        Certificate" has the meaning set forth in Section
        13.3(h).

       

      "Harbinger
        Contribution Shares" means the aggregate number of shares of Voting
        Common Stock determined in accordance with Section
        2.1(a), Section 2.1(b) and Section
        2.1(c).

       

      "Harbinger
        Designee" means one or more entities that is wholly-owned, directly or
        indirectly, by Harbinger.

       


      
        
           
            

        

        
          16

          
            

          

        

        
           
            

        

      


       

      "Harbinger
        Disclosure Schedule" has the meaning set forth in the preamble to
Article
        IV.

       

      "Harbinger
        Fund" has the meaning set forth in the preamble.

       

      "Harbinger
        Master" has the meaning set forth in the preamble.

       

      "Harbinger
        Material Adverse Effect" means any events, facts, changes or
        circumstances which would be reasonably expected to have a material adverse
        effect on the business, assets, liabilities, properties, condition (financial
        or
        other), or results of operations of Harbinger and/or its Subsidiaries taken
        as a
        whole.

       

      "Harbinger
        Purchased Shares" has the meaning set forth in Section
        3.1.

       

      "Harbinger
        Satellite Fund" has the meaning set forth in the preamble.

       

      "Harbinger
        Shares" means the aggregate of (i) the Harbinger Contribution Shares;
        (ii) the Harbinger Purchased Shares; and (iii) the Sponsor Fee
        Shares.

       

      "Harbinger
        Special" has the meaning set forth in the preamble.

       

      "HSR
        Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
        as
        amended.

       

      "Implementation
        Agreement" has the meaning set forth in Section
        15.2.

       

      "Increased
        Firm
        Offer Price" has the meaning set forth in Section
        14.1(b).

       

      "Indebtedness"
        means with respect to any Person, all (i) obligations of that Person for
        borrowed money, whether current or funded, or secured or unsecured; (ii)
        obligations of that Person evidenced by bonds, debentures, notes or similar
        instruments and the principal component in respect of mandatorily redeemable
        capital stock; (iii) obligations of that Person under conditional sale or
        other
        title retention agreements (other than trade payables incurred in the ordinary
        course of business) relating to any property purchased by that Person, in
        each
        case only and to the extent due more than 12 months after the delivery of
        property; (iv) obligations of that Person issued or assumed as the deferred
        purchase price of assets, property or services, in each case only and to
        the
        extent due more than 12 months after the delivery of property; (v) lease
        obligations of that Person capitalized on the books and records of that Person;
        (vi) obligations of others secured by an Encumbrance on property or assets
        owned
        or acquired by that Person, whether or not the obligations secured thereby
        have
        been assumed; (vii) obligations of that Person under interest rate, currency
        or
        commodity derivatives or hedging transactions; (viii) letters of credit or
        performance bonds issued for the account of that Person (other than letters
        of
        credit entered into in the ordinary course of business to the extent not
        drawn
        upon or reimbursed within 10 Business Days); (ix) guarantees and support
        and
        keep well arrangements having the economic effect of a guarantee of that
        Person
        of any Indebtedness of any other Person; and (x) construction payment deferrals
        and other deferrals of progress payments owed to vendors, in each case,
        including the outstanding principal amount of such Indebtedness, together
        with
        all interest accrued thereon and all costs and charges associated
        therewith.

       


      
        
           
            

        

        
          17

          
            

          

        

        
           
            

        

      


       

      "Indemnified
        Party" has the meaning set forth in Section
        18.1.

       

      "Indemnifying
        Party" has the meaning set forth in Section
        18.1.

       

      "Inducement
        Fee" has the meaning set forth in Section
        15.3(b).

       

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

       

      "Information
        Statement" has the meaning set forth in Section
        9.3(a).

       

      "Initial
        Agreed
        Regulatory Approvals" means those regulatory and anti-trust approvals set
        out in Section
        8.1.

       

      “Initial
        COI
        Amendment” has the meaning set forth in Section 9.1.

       

      "Intellectual
        Property" has the meaning set forth in Section
        5.19(a).

       

      "Investment
        Company Act" means the US Investment Company Act of 1940, as amended from
        time to time, and the rules and regulations of the SEC promulgated
        thereunder.

       

      "IRS"
        means the US Internal Revenue Service.

       

      "Law"
        means any applicable domestic or foreign federal, state, provincial, local,
        municipal or other law, constitution, treaty, statute, ordinance, regulation,
        rule, standard, code, rule of common law, decree, directive, order or other
        requirement or rule enacted, implemented or promulgated by any Governmental
        Entity.

       

      "LeaseCo"
        means TVCC One Six Holdings LLC, a Delaware limited liability
        company.

       

      "LeaseCo
        Financial Statements" has the meaning set forth in Section
        4.8(j).

       

      "Legal
        Proceeding" means any judicial, administrative or arbitral actions,
        suits, investigations, proceedings (public or private) or claims or proceedings
        by or before a Governmental Entity.

       

      "Listing
        Rules" means the Listing Rules of the UKLA.

       

      "LLC
        Interest
        Holders" means each of (i) Harbinger Master, (ii) Harbinger Special,
        (iii) Columbia Capital Equity Partners IV (QP), L.P., a Delaware limited
        partnership, (iv) Columbia Capital Equity Partners IV (QPCO), L.P., a Delaware
        limited partnership, (v) Columbia Capital Employee Investors IV, L.P., a
        Delaware limited partnership, and (vi) CCTV One Four Holdings, LLC, a Delaware
        limited liability company.

       

      "LLC
        Note" means the promissory note dated on or about the Option Closing
        Date, with an initial principal amount of $105,000,000 executed by Harbinger
        Master and Harbinger Special in favor of the LLC Interest Holders (other
        than
        Harbinger Master and Harbinger Special).

       


      
        
           
            

        

        
          18

          
            

          

        

        
           
            

        

      


       

      "Losses"
        means any loss, liability, damages, cost or expense (including legal fees
        and
        expenses and any amounts paid in settlement or as a result of any judgment
        or
        order).

       

      "Material
        Adverse Effect" means any events, facts, changes or circumstances which
        would reasonably be expected to have a material adverse effect on the business,
        assets, liabilities, properties, operations, or financial condition of the
        Company and its Subsidiaries, taken as a whole, except to the extent that
        such
        adverse effect results from (i) general economic, regulatory or political
        conditions or changes therein in the United States or the other countries
        in
        which such Party operates; (ii) financial or securities market fluctuations
        or
        conditions; (iii) changes in, or events or conditions affecting, the
        satellite telecommunications industry generally; (iv) changes in applicable
        Law
        or in GAAP; (v) compliance with the terms of, or the taking of any action
        required by, this Agreement or the failure to take any actions for which
        Harbinger has withheld its consent pursuant to Section 16.1(k); or (vi) the
        failure of any in-orbit assets of the Company and its Subsidiaries existing
        as
        of the date of this Agreement (which, for the avoidance of doubt, consist
        of two
        satellites known as MSAT-1 and MSAT-2) unless such failure constitutes a
        material threat to the Authorizations or would be likely to hinder the ability
        of the Company and its Subsidiaries to obtain material new permits, licenses,
        certificates, registrations or other similar authorization; provided, however,
        that the exclusions set forth in paragraphs (i) to (iv) above shall not apply
        if
        the impact on the Company and its Subsidiaries, taken as a whole, is
        disproportionate to the impact on other MSS/ATC mobile satellite
        companies.

       

      "Merger
        Regulation" has the meaning set forth in Section
        8.5.

       

      "Mezzanine
        Debt" has the meaning set forth in Section
        12.1(b).

       

      "Money
        Laundering Laws" has the meaning set forth in Section
        5.29(b).

       

      "MSV"
        has the meaning set forth in the preamble.

       

      "MSV
        Finance" has the meaning set forth in the recitals.

       

      "MSV
        LLC" has the meaning set forth in the preamble.

       

      "MSV
        FCC
        Licenses" means all licenses, permits and authorizations issued by the
        FCC and held by MSV LLC or any Affiliate of MSV LLC.

       

      "MSV
        Option Exchange"
        means
        the revised offer by the Company to issue options to purchase shares of Common
        Stock in exchange for the termination of outstanding options to purchase
        limited
        partnership units of MSV pursuant to the prospectus dated May 15, 2008, as
        supplemented to date, filed by the Company with the SEC pursuant to Rule
        424(b)(3) under the Securities Act Registration Statement No.
        333-144093.

       

      "MSV/Target
        Cooperation Agreement" has the meaning set forth in Section
        16.13.

       

      "NewCo"
        and "NewCos"
        have the meaning set forth in Section
        20.2.

       

      "New
        Parent" has the meaning set forth in Section
        20.3(c).

       

      "No-Deal
        Over
        Subscription Rights" has the meaning set forth in Section
        19.9.

       

      "No-Deal
        Rights
        Offering" has the meaning set forth in Section
        19.1.

       

      "No-Deal
        Rights
        Proceeds" has the meaning set forth in Section
        19.11(b).

       


      
        
           
            

        

        
          19

          
            

          

        

        
           
            

        

      


       

      "No-Deal
        Rights
        Prospectus" has the meaning set forth in Section
        19.2(a).

       

      "No-Deal
        Rights
        Registration Statement" has the meaning set forth in Section
        19.2(a).

       

      "No-Deal
        Rights
        Subscription Price" has the meaning set forth in Section
        19.3.

       

      "No-Deal
        Rights
        Subscription Privilege" has the meaning set forth in Section
        19.3.

       

      "Non-US
        Benefit
        Plans" has the meaning set forth in Section
        5.24(a).

       

      "Non-Voting
        Common Stock" means the shares of non-voting common stock, par value
        $0.01 per share, of the Company.

       

      "Non-Voting
        Common Stock Conversion" has the meaning set forth in Section
        20.3(a).

       

      "Notification"
        has the meaning set forth in Section
        13.2.

       

      "Notification
        Date" has the meaning set forth in Section
        13.2.

       

      "OFAC"
        has the meaning set forth in Section
        5.29(c).

       

      "Offer"
        means, should Harbinger elect to implement the Proposal by way of a general
        offer in accordance with the terms of this Agreement (instead of by way of
        Scheme), an offer made by the Company, or a Subsidiary of the Company, to
        purchase all the Target Shares other than the Contribution Shares and other
        Target Shares held by Harbinger, the Company or their Subsidiaries or controlled
        Affiliates on such terms and subject to such conditions as are determined
        in
        accordance with the terms of this Agreement.

       

      "Offer
        Document" means the document to be dispatched to (amongst others) the
        Target's shareholders (and holders of other securities in the Target to which
        the Offer relates) pursuant to which the Offer would be made and, where the
        context so admits, includes any form of acceptance, election, notice, or
        other
        document required in connection with the Offer.

       

      "Offer
        Parties" means the Parties and the Target.

       

      "Offer
        Shares" means such amount of Voting Common Stock which is offered to the
        Target's shareholders as part of the Firm Offer, if at all, as determined
        in
        accordance with the terms of this Agreement.

       

      "Offer
        Shares
        Registration Statement" has the meaning set forth in Section
        10.1.

       

      "Option
        Agreement" means the Option Agreement by and among TVCC, the equity
        holders of LeaseCo, Harbinger Master and Harbinger Special dated as of January
        30, 2008.

       

      "Option
        Closing
        Date" means the Closing Date as defined in the Option
        Agreement.

       


      
        
           
            

        

        
          20

          
            

          

        

        
           
            

        

      


       

      "Order"
        means any order, injunction, judgment, decision, decree, ruling, writ,
        assessment or arbitration award of a Governmental Entity.

       

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

       

      "Other
        Debt" has the meaning set forth in Section
        12.1(d).

       

      "Other
        Filings" has the meaning set forth in Section
        9.3(a).

       

      "Other
        Financing Rights Filings" has the meaning set forth in Section
        11.4.

       

      "Other
        No-Deal
        Rights Filings" has the meaning set forth in Section
        19.2(a).

       

      "Other
        Regulatory Approvals" means those regulatory and anti-trust approvals set
        out in Section
        8.1.

       

      "Party"
        and "Parties"
        have the meanings set forth in the preamble.

       

      "Pension
        Plan" has the meaning set forth in Section
        5.24(e).

       

      "Permits"
        has the meaning set forth in Section
        5.17.

       

      "Person"
        means any individual, corporation, limited liability company, partnership,
        firm,
        joint venture, association, joint-stock company, variable interest entity,
        trust, unincorporated organization, Governmental Entity or other
        entity.

       

      "Phase
        I
        Notice" has the meaning set forth in Section
        16.14.

       

      "Possible
        Offer
        Announcement" means the possible offer announcement to be made by the
        Parties, in the form attached hereto as Exhibit C, outlining the intention
        of
        Harbinger to implement the Proposal, and subject to such amendments to which
        each of the Parties may consent.

       

      "Proposal"
        has the meaning set forth in the recitals.

       

      "Proposed
        Amendments" has the meaning set forth in Section
        16.19.

       

      "Prospectus"
        has the meaning set forth in Section
        10.1.

       

      "Prospectus
        Rules" means the rules made for the purposes of Part VI of the UK
        Financial Services and Markets Act 2000, as amended, in relation to the offer
        of
        transferable securities to the public.

       

      "PUC"
        has the meaning set forth in Section
        5.16(a).

       


      
        
           
            

        

        
          21

          
            

          

        

        
           
            

        

      


       

      "Qualified
        Underwriter" means any of the following financial institutions: (i)
        Merrill Lynch International, (ii) Morgan Stanley, (iii) The Royal Bank of
        Scotland PLC, (iv) Barclays Bank PLC, (v) JPMorgan, (vi) Credit Suisse, or
        (vii)
        any other financial institution selected by Harbinger and reasonably
        satisfactory to the Company in connection with the transactions contemplated
        by Article
        XII.

       

      "Record
        Date" has the meaning set forth in Section
        19.1.

       

      "Registration
        Rights Agreement" means the agreement dated as of the date hereof in the
        form attached hereto as Exhibit D.

       

      "Registration
        Statements" means the Company's registration statements filed with the
        SEC since September 1, 2006, pursuant to the Securities Act.

       

      "Regulation
        D" means Regulation D under the Securities Act.

       

      "Regulation
        S" means Regulation S under the Securities Act.

       

      "Regulation
        S-X" means Regulation S-X under the Securities Act.

       

      "Regulatory
        Approvals" means the Initial Agreed Regulatory Approvals and the Other
        Regulatory Approvals as referred to in Section
        8.1.

       

      "Regulatory
        Authorities" means any Governmental Entity or other trade or regulatory
        body responsible for any matter other than those involving antitrust or
        competition issues.

       

      "Regulatory
        Information Service" means an information dissemination provider approved
        by the FSA and whose name is set out in Appendix 3 to the Listing Rules from
        time to time.

       

      "Reimbursement
        Event" shall mean any of the following events: (i) following receipt of
        a
        Notification complying with Section
        13.3, the Company declining to make a
        Firm Offer pursuant to
Section
        13.4, or (ii) following receipt of an
        Amendment Notification
        complying with Section
        14.1, the Company declining to approve
        the required
        amendment(s) set out therein, or (iii) following receipt of a Waiver
        Notification complying with Section
        14.2, the Company declining to approve
        the requested action
        stated therein, or (iv) following the Company's failure to deliver a Bring
        Down
        Certificate in compliance with Section
        13.4 as a result of an event that constitutes
        a Material
        Adverse Effect, Harbinger withdrawing a Notification it has previously made,
        or
        (v) following a breach by the Company and/or MSV at any time after the date
        hereof and prior to the Firm Offer Date, of any representation, warranty,
        covenant or agreement contained in this Agreement (including, for this purpose,
        a breach of any representation or warranty contained in this Agreement that
        would have occurred had such representation or warranty been deemed to continue
        down to the Firm Offer Date) where (a) such breach constitutes, or results
        from an event, fact, change or circumstance that constitutes, a Material
        Adverse
        Effect, (b) such breach is incapable of being cured, or if capable of being
        cured without a Legal Proceeding, is not cured within 30 days of notice
        requiring such breach to be cured being given to the Company and MSV, provided
        that such breach is cured by the

       


      
        
           
            

        

        
          22

          
            

          

        

        
           
            

        

      


       

      Notification
        Date (or, if not cured by the Notification
        Date, reasonable steps have been taken to cure such breach, and such breach
        is
        likely to be cured within a 30 day period), or if capable of being cured
        only
        through a Legal Proceeding, is not cured within 180 days of notice requiring
        such breach to be cured being given to the Company and MSV, provided that
        such
        breach is cured by the Notification Date and (c) the occurrence of such breach
        is within the reasonable control of either the Company or MSV, Harbinger
        determining not to give a Notification or Harbinger
        withdrawing a Notification it has previously made (unless, in the case of
        (i) or
        (ii) the decision of the Company's Board was made as a result of the terms
        of
        the Debt Financing being non-compliant pursuant to Section
        12.1(d)).

       

      "Reimbursement
        Payments" has the meaning set forth in Section
        15.3(a).

       

      "Satellite
        Contracts" has the meaning set forth in Section
        5.23(a).

       

      "Satisfaction
        Date" means the date on which all of the Regulatory Approvals have either
        been (i) granted or satisfied, or in respect of which all applicable waiting
        periods have expired or been terminated, on terms satisfactory to Harbinger,
        or
        (ii) waived by Harbinger and/or the Company as the case may be.

       

      "Scheme"
        means, should Harbinger elect to implement the Proposal in such way, a scheme
        of
        arrangement under Part 26 of the Companies Act 2006, between the Target and
        its
        shareholders (or shareholders of a particular class or classes of its shares),
        and any other holders of securities in the capital of the Target to which
        the
        Proposal relates, the full terms of which will be set out in the Scheme
        Document.

       

      "Scheme
        Document" means the document to be dispatched to (amongst others) the
        Target's shareholders (or shareholders of a particular class or classes of
        shares), and holders of any other securities in the capital of the Target
        to
        which the Scheme relates, setting out the full terms of the Scheme and, where
        the context so admits, includes any form of proxy, election, notice,
        application, witness statement, court document or other document required
        in
        connection with the Scheme.

       

      "SEC"
        means the US Securities and Exchange Commission.

       

      "SEC
        Approval" has the meaning set forth in Section
        10.1.

       

      "SEC
        Reports" means the Exchange Act Reports and the Registration
        Statements.

       

      "Securities
        Act" means the US Securities Act of 1933, as amended from time to time,
        and the rules and regulations of the SEC promulgated thereunder.

       

      "Securities
        Purchase Agreement" has the meaning set forth in the
        recitals.

       

      "Senior
        Debt" has the meaning set forth in Section
        12.1(a).

       

      "Significant
        Subsidiary" means any "significant subsidiary" of the Company within the
        meaning of Rule 1-02 under Regulation S-X, including, for the avoidance of
        doubt, MSV, MSV LLC and, for the purposes of this Agreement, the Canadian
        Joint
        Venture

       


      
        
           
            

        

        
          23

          
            

          

        

        
           
            

        

      


       

      Companies,
        provided that nothing in this Agreement shall be construed to mean that the
        Company exercises de jure
        or
de facto
        control over the Canadian Joint Venture Companies.

       

      "Signing
        Date" has the meaning set forth in Section
        16.13.

       

      "Special
        Independent Committee" means the special committee of the Company's Board
        consisting solely of independent directors not affiliated with
        Harbinger.

       

      "Sponsor
        Fee" means $26,410,000.

       

      "Sponsor
        Fee
        Payees" has the meaning set forth in Section
        17.1(a).

       

      "Sponsor
        Fee
        Shares" has the meaning set forth in Section
        17.1(a).

       

      "Stamp
        Duty" means stamp duty or stamp duty reserve Tax payable under the Laws
        of the United Kingdom.

       

      "Stockholder
        Approval" has the meaning set forth in Section
        9.1.

       

      "Stock
        Purchase
        Agreement" has the meaning set forth in the recitals.

       

      "Stock
        Purchase
        Closing" has the meaning set forth in Section
        3.2.

       

      "Stock
        Purchase
        Price" means $2,400,000,000.

       

      "Subsidiary"
        means, with respect to any Person, any corporation, limited liability company,
        partnership, firm, joint venture, association, joint-stock company, variable
        interest entity, trust, or other organization, whether incorporated or
        unincorporated, (i) of which such Person or any other Subsidiary of such
        Person
        is a general partner, or (ii) at least a majority of the outstanding equity
        or
        voting securities or other interest is directly or indirectly owned or
        controlled by such Person or by any one or more of its Subsidiaries, or by
        such
        Person and one or more of its Subsidiaries, or (iii) of which such Person
        or any
        other Subsidiary of such Person has the right, directly or indirectly, to
        elect
        a majority of the board of directors or other body performing similar functions
        with respect to such corporation or organization, or (iv) of which such Person
        or any other Subsidiary of such Person is the primary beneficiary. "Subsidiary"
        shall, in the case of the Company, for the avoidance of doubt, include MSV,
        MSV
        LLC and, for the purposes of this Agreement, the Canadian Joint Venture
        Companies, provided that nothing in this Agreement shall be construed to
        mean
        that the Company exercises de jure
        or
de facto
        control over the Canadian Joint Venture Companies, and the Company shall
        not be
        deemed for purposes of this Agreement to be a Subsidiary of
        Harbinger.

       

      "Target"
        has the meaning set forth in the recitals.

       

      "Target
        Adjustment Ratchet" means the quotient of the Target Offer Price dividedby
        the Target
        Base Price.

       


      
        
           
            

        

        
          24

          
            

          

        

        
           
            

        

      


       

      "Target
        Appropriate Offer Price" means the price offered by the Company for each
        Target Convertible Bond, being an "appropriate offer" for the purposes of
        the UK
        Takeover Code on the basis of an offer price for each Target Share equal
        to the
        Target Offer Price.

       

      "Target
        Base
        Price" means 535.3 pence.

       

      "Target
        FCC
        Licenses" means all licenses, permits and authorizations issued by the
        FCC and held by the Target or any Affiliate of the Target.

       

      "Target
        Offer
        Price" means the price at which the Offer becomes or is declared wholly
        unconditional.

       

      "Target
        Shares" means the issued and to be issued ordinary shares of €0.0005 in
        the capital of the Target.

       

      "Tax"
        means all federal, state, local and foreign income, profits, franchise, gross
        receipts, environmental, customs duties, capital stock, severances, stamp,
        payroll, sales, employment, unemployment, disability, use, property,
        withholding, excise, production, value added, occupancy, license, estimated,
        real property, personal property, windfall profits or other taxes, duties,
        fees
        or assessments of any nature whatsoever, together with all interest, penalties
        and additions imposed with respect to such amounts and any interest in respect
        of such penalties and additions.

       

      "Tax
        Return" means all returns and reports (including elections, declarations,
        disclosures, schedules, estimates and information returns) supplied or required
        to be supplied to a Tax authority relating to Taxes, including any schedule
        or
        attachment thereto, and including any amendment thereof.

       

      "Tax
        Saving" has the meaning set forth in Section
        20.1.

       

      "Taxing
        Authority" means the IRS and any other Governmental Entity responsible
        for the administration of any Tax.

       

      "Termination
        Date" has the meaning set forth in Section
        21.13.

       

      "Third-Party
        Interests" has the meaning set forth in Section
        4.8(g).

       

      "Total
        Commitment" has the meaning set forth in Section
        12.1(g).

       

      "Traditional
        Financial Institution" means a "financial institution" as defined in
        Clause A of Title 11 of the US Code § 101(22) with assets of at least
        $5,000,000,000, or the international equivalent thereof.

       

      "Transactions"
        has the meaning set forth in the recitals.

       

      "Triggering
        Investment" has the meaning set forth in Section
        16.13.

       


      
        
           
            

        

        
          25

          
            

          

        

        
           
            

        

      


       

      "TTE
        instruction" means a Transfer to Escrow instruction (as defined by the
        CREST Manual issued by CRESTCo).

       

      "TVCC"
        has the meaning set forth in the recitals.

       

      "TVCC
        Certificate" has the meaning set forth in Section
        2.1(c).

       

      "TVCC
        Contribution Closing" has the meaning set forth in Section
        2.2(c).

       

      "TVCC
        Contribution Closing Date" has the meaning set out in Section
        2.2(c).

       

      “TVCC
        LLC
        Agreement” has the meaning set forth in Exhibit H.

       

      "TVCC
        LLC
        Interests" has the meaning set forth in the recitals.

       

      "TVCC
        LLC
        Interests Value" means $239,870,000.

       

      "TVCC
        Lease" means collectively, (i) the Master Agreement, dated July 16, 2007,
        between LeaseCo, Crown Castle MM Holding, LLC, and its subsidiary, OP LLC,
        and
        (ii) the Long-Term De Facto Transfer Lease Agreement, dated July 23, 2007,
        between LeaseCo and OP LLC.

       

      "TVCC
        Material
        Adverse Effect" means any event that has occurred and remains uncured
        that has had, or is likely to have, a materially adverse effect on LeaseCo’s
        rights to use the TVCC Spectrum License, other than a material adverse effect
        that results from (a) conditions generally affecting the industry in which
        LeaseCo principally operates, (b) changes in Law or policy (including FCC
        rules
        and policies) generally affecting similarly situated FCC licensees or lessees
        in
        the wireless communications industry, (c) general economic conditions, or
        (d) a
        breach of the Consulting Agreement resulting from the gross negligence or
        willful misconduct of the Company.

       

      "TVCC
        Spectrum
        License" means the nationwide license issued by the FCC (FCC Call Sign
        WPYQ831) for 1670-1675 MHz spectrum leased to LeaseCo pursuant to the TVCC
        Lease.

       

      "UKLA"
        means the UK Listing Authority, being the Financial Services Authority Limited
        acting in its capacity as the competent authority for the purposes of Part
        IV of
        the Financial Services and Markets Act 2000.

       

      "UK
        Takeover
        Code" means the UK's City Code on Takeovers and Mergers.

       

      "UK
        Takeover
        Panel" means the UK's Panel on Takeovers and Mergers.

       

      "US"
        means the United States of America.

       

      "Voting
        Common
        Stock" has the meaning set forth in the recitals.

       

      "Waiver
        Notification" has the meaning set forth in Section
        14.2(a).

       


      
        
           
            

        

        
          26

          
            

          

        

        
           
            

        

      


       

      "$"
        or
        "dollars"
        means dollars and cents, the lawful currency of the United States of
        America.

       

      "£"
        or
        "pence"
        means pounds sterling and pence, the lawful currency of the United
        Kingdom.

       

      "€"
        or
        "euro"
        means the lawful currency of those member countries of the European Economic
        and
        Monetary Union that have opted to adopt the single European
        currency.

       

      Section
        1.2        Other
        Definitional and Interpretive Matters. Unless otherwise expressly
        provided, for purposes of this Agreement, the following rules of interpretation
        shall apply.

       

      (a)         Calculation
        of
        Time Period. When calculating the period of time before which, within
        which or following which any act is to be done or step taken pursuant to
        this
        Agreement, the date that is the reference date in calculating such period
        shall
        be excluded. If the last day of such period is not a Business Day, the period
        in
        question shall end on the next succeeding Business Day.

       

      (b)         Exhibits.
        The Exhibits to this Agreement are hereby incorporated and made a part hereof
        and are an integral part of this Agreement. Any capitalized terms used in
        any
        Exhibit but not otherwise defined therein are used therein with the definition
        set forth in the body of this Agreement.

       

      (c)         Gender.
        Any reference in this Agreement to gender shall include all
        genders.

       

      (d)         Headings.
        The division of this Agreement into Articles, Sections and other subdivisions
        and the insertion of headings are for convenience of reference only and shall
        not affect or be utilized in construing or interpreting this Agreement. All
        references in this Agreement to any "Article" or "Section" are to the
        corresponding Article or Section of this Agreement unless otherwise
        specified.

       

      (e)         Herein.
        The words such as "herein," "hereinafter," "hereof," and "hereunder" refer
        to
        this Agreement as a whole and not merely to a subdivision in which such words
        appear unless the context otherwise requires.

       

      (f)         Including.
        The word "including" or any variation thereof means "including without
        limitation" and shall not be construed to limit any general statement that
        it
        follows to the specific or similar items or matters immediately following
        it.

       

      (g)         No
        Strict
        Construction. The language used in this Agreement is the language chosen
        by the Parties to express their mutual intent, and no rule of strict
        construction will be applied against any Party.

       

      (h)         Singular
        and
        Plural. Each definition used in this Agreement includes the singular and
        the plural.

       


      
        
           
            

        

        
          27

          
            

          

        

        
           
            

        

      


       

      ARTICLE
        II

       

      ASSET
        CONTRIBUTIONS

       

      Section
        2.1        Agreement
        to
        Contribute Assets.

       

      (a)         Subject
        to the terms and conditions set forth in this Agreement, and subject to the
        receipt of the requisite Regulatory Approvals and Stockholder Approval and
        subject to Completion occurring:

       

      (i)         at
        the Contribution Shares Closing, subject to Section
        2.1(b), Harbinger Master and Harbinger Special
        shall assign,
        transfer and deliver to the Company all, but not less than all, of the
        Contribution Shares, in exchange for which the Company shall indefeasibly
        issue
        a number of fully-paid, non-assessable shares of Voting Common Stock equal
        to
        the quotient of the Contribution Shares Value divided
        by the
        Agreed Issue Price (rounded to the nearest whole number of shares of Voting
        Common Stock), to Harbinger Master, Harbinger Special, the Harbinger Satellite
        Fund and/or one or more Harbinger Designees, as instructed in writing by
        Harbinger at least one (1) Business Day prior to the Contribution Shares
        Closing
        Date;

       

      (ii)        at
        the Convertible Bonds Closing:

       

      (A)              Harbinger
        Master and Harbinger Special shall assign, transfer and deliver to the Company
        all, but not less than all, of the Convertible Bonds, in exchange for which
        the
        Company shall indefeasibly issue a number of fully-paid, non-assessable shares
        of Voting Common Stock equal to the quotient of the Convertible Bonds Value
        divided
        by the Agreed Issue Price to Harbinger Master, Harbinger
        Special,  Harbinger Satellite Fund and/or one or more Harbinger
        Designees, as instructed in writing by Harbinger at least one (1) Business
        Day
        prior to the Convertible Bonds Closing Date; or

       

      (B)              if
        the Convertible Bonds convert into Target Shares following the execution
        and
        delivery of this Agreement but prior to the Convertible Bonds Closing Date,
        Harbinger Master and Harbinger Special shall, subject to Section
        2.1(b), assign, transfer and deliver to
        the Company all, but not
        less than all, of such Target Shares (the "Converted
        Shares"), in exchange for which the Company shall indefeasibly issue a
        number of fully-paid, non-assessable shares of Voting Common Stock equal
        to the
        quotient of the Converted Shares Value divided
        by the
        Agreed Issue Price, to Harbinger Master, Harbinger Special, Harbinger Satellite
        Fund and/or one or more Harbinger Designees, as instructed in writing by
        Harbinger at least one (1) Business Day prior to the Convertible Bonds Closing
        Date; or

       

      (C)              if
        the Convertible Bonds are redeemed, following the execution and delivery
        of this
        Agreement but prior to the Convertible Bonds Closing Date, at their Accreted
        Principal Amount on the Final Maturity Date (as each such term is defined
        in the
        terms and conditions of the Convertible Bonds), Harbinger Master and Harbinger
        Special shall transfer to the Company an amount equal to the Cash

       


      
        
           
            

        

        
          28

          
            

          

        

        
           
            

        

      


       

      Redemption
        Amount, payable by wire transfer to an account notified in writing by the
        Company to Harbinger at least three (3) Business Days prior to the Convertible
        Bonds Closing Date, in exchange for which the Company shall indefeasibly
        issue a
        number of fully-paid, non-assessable shares of Voting Common Stock equal
        to the
        quotient of the Cash Redemption Amount divided
        by the
        Agreed Issue Price, to Harbinger Master, Harbinger Special, the Harbinger
        Satellite Fund and/or one or more Harbinger Designees, as instructed in writing
        by Harbinger at least one (1) Business Day prior to the Convertible Bonds
        Closing Date.

       

      For
        the avoidance of doubt, Harbinger shall have the right,
        in its sole discretion, to determine whether to transfer, convert or redeem
        the
        Convertible Bonds, provided it complies with its respective obligations set
        forth in this Section
        2.1(a)(ii).

       

      (b)         If
        the Proposal is successfully implemented by way of a Scheme, Harbinger Master
        and Harbinger Special may discharge their respective obligations pursuant
        to
        Sections 2.1(a)(i) and
2.1(a)(ii)(B) by
        agreeing to the cancellation of the Contribution
        Shares and any Converted Shares pursuant to the Scheme (or any separate scheme
        of arrangement that is conditioned upon the Scheme), provided that the
        consideration to which each of Harbinger Master and Harbinger Special shall
        be
        entitled in connection with such cancellation shall be the issue of the number
        of shares of Voting Common Stock to which each of them is respectively entitled
        pursuant to Sections 2.1(a)(i) and
2.1(a)(ii)(B),
        and not the consideration available pursuant to the
        Scheme.

       

      (c)         Subject
        to the terms and conditions set forth in this Agreement and the delivery
        by
        Harbinger Master and Harbinger Special of a certificate dated as of the TVCC
        Contribution Closing Date, substantially in the form set forth in Exhibit
        H (the
        "TVCC
        Certificate"), at the TVCC Contribution Closing, Harbinger Master and
        Harbinger Special shall assign, transfer and deliver, or shall cause the
        assignment, transfer and delivery, to the Company of all, but not less than
        all,
        of the TVCC LLC Interests, in exchange for which the Company shall indefeasibly
        issue a number of fully-paid, non-assessable shares of Voting Common Stock
        equal
        to the quotient of the TVCC LLC Interests Value divided
        by the
        Agreed Issue Price to Harbinger Master, Harbinger Special, the Harbinger
        Satellite Fund and/or one or more Harbinger Designees, as instructed in writing
        by Harbinger at least one (1) Business Day prior to the TVCC Contribution
        Closing Date. Subject to the TVCC Contribution Closing occurring, the Company
        shall assume responsibility for all payments accruing as from the TVCC
        Contribution Closing Date under the TVCC Lease and at the TVCC Contribution
        Closing the Company shall pay to Harbinger an amount in cash equal to prepaid
        annual lease fees paid in accordance with Section 5(a) of the Long Term De
        Facto
        Lease Agreement dated July 23, 2007 by and between OP LLC and LeaseCo as
        of the
        TVCC Contribution Closing Date with respect to periods after the TVCC
        Contribution Closing Date.

       

      (d)         Notwithstanding
        the transfer of the TVCC LLC Interests, Harbinger Master and Harbinger Special
        shall retain all their respective obligations under the LLC Note.

       

      Section
        2.2        Contribution
        Closings.

       


      
        
           
            

        

        
          29

          
            

          

        

        
           
            

        

      

       

      (a)         Subject
        to receipt of the requisite Regulatory Approvals and Stockholder Approval
        and
        subject to Completion occurring, the closing of the contribution of the
        Contribution Shares and the issuance of the relevant portion of the Harbinger
        Contribution Shares pursuant to Section
        2.1(a)(i) and/or 2.1(b) (together,
        the "Contribution
        Shares Closing") shall occur on:

       

      (i)           the
        date of Completion, if the Proposal is successfully implemented by way of
        a
        Scheme and Harbinger elects to discharge its obligations in accordance with
        Section
        2.1(b);

       

      (ii)           the
        date that is three (3) Business Days after the expiry of the Offer, if the
        Proposal is successfully implemented by way of an Offer; or

       

      (iii)           such
        other date as the Company and Harbinger may agree.

       

      Such
        date is herein referred to as the "Contribution
        Shares Closing Date".

       

      (b)         Subject
        to receipt of the requisite Regulatory Approvals and Stockholder Approval
        and
        subject to Completion occurring, the closing of the contribution of the
        Convertible Bonds, Converted Shares or Cash Redemption Amount (as the case
        may
        be) and the issuance of the relevant portion of the Harbinger Contribution
        Shares pursuant to Section
        2.1(a)(ii) and/or Section
        2.1(b) (together, the "Convertible
        Bonds Closing") shall occur on:

       

      (i)           the
        date of Completion, if the Proposal is successfully implemented by way of
        a
        Scheme and Harbinger elects to discharge its obligations in accordance with
        Section
        2.1(b);

       

      (ii)           the
        date that is three (3) Business Days after the expiry of the Offer, if the
        Proposal is successfully implemented by way of an Offer and Harbinger determines
        to transfer or convert the Convertible Bonds;

       

      (iii)           the
        date that is five Business Days following the Change of Control Event Put
        Date
        (as defined in the conditions of the Convertible Bonds) if Harbinger determines
        to redeem the Convertible Bonds;

       

      (iv)           such
        other date as the Company and Harbinger may agree.

       

      Such
        date is herein referred to as the "Convertible
        Bonds Closing Date".

       

      (c)         Subject
        to receipt of the requisite Regulatory Approvals and Stockholder Approval,
        delivery by Harbinger Master and Harbinger Special of a duly executed TVCC
        Certificate, and subject to Completion occurring, the closing of the
        contribution of the TVCC LLC Interests and the issuance of the Harbinger
        Contribution Shares pursuant to Section 2.2(c) (the "TVCC
        Contribution Closing") shall occur on:

       

      (i)           the
        Closing Date; or

       

      (ii)           such
        other date as the Company and Harbinger may agree.

       


      
        
           
            

        

        
          30

          
            

          

        

        
           
            

        

      


       

      Such
        date is herein referred to as the "TVCC
        Contribution Closing Date".

       

      (d)         Each
        of the Contribution Closings shall be held at the offices of Weil, Gotshal
&
Manges LLP, 767 Fifth Avenue, New York, NY 10153, at 10:00 a.m. on the
        Contribution Shares Closing Date, the Convertible Bonds Closing Date or the
        TVCC
        Closing Date, as the case may be, or at such other time and at such other
        place
        as the Company and Harbinger may agree.

       

       

      ARTICLE
        III

       

      HARBINGER
        PURCHASED SHARES

       

      Section
        3.1        Stock
        Purchase. Subject to the terms and conditions set forth in the Stock
        Purchase Agreement, the Harbinger Satellite Fund or one or more Harbinger
        Designees shall purchase from the Company for the Cash Purchase Price, and
        the
        Company shall indefeasibly issue and sell to the Harbinger Satellite Fund
        or the
        relevant Harbinger Designee, on the Closing Date the number of shares of
        Voting
        Common Stock as is determined in accordance with the provisions of the Stock
        Purchase Agreement (the "Harbinger
        Purchased Shares").

       

      Section
        3.2        Closing.
        The closing (the "Stock Purchase
        Closing") of the issuance of the Harbinger Purchased Shares shall occur
        on the Closing Date subject to and upon the terms and conditions set forth
        in
        the Stock Purchase Agreement.

       

       

      ARTICLE
        IV

       

      REPRESENTATIONS
        AND WARRANTIES OF HARBINGER

       

       

      Harbinger
        acknowledges that (i) the representations and
        warranties in this Article
        IV have been a material and necessary
        inducement for the
        Company and MSV to agree to enter into this Agreement and the Stock Purchase
        Agreement and to accept the contribution of the Contribution Assets and to
        issue
        the Harbinger Shares and (ii) the Company and MSV are relying on such
        representations and warranties. Except as set forth in the corresponding
        sections or subsections of the disclosure schedule delivered to the Company
        by
        Harbinger concurrently with the execution and delivery of this Agreement
        (the
        "Harbinger
        Disclosure Schedule"), or to the extent that the qualifying nature of
        such disclosure with respect to another section or subsection is reasonably
        apparent on the face of the Harbinger Disclosure Schedule, each of Harbinger
        Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund
        represents and warrants to the Company and MSV as of the date hereof and,
        other
        than with respect to Section
        4.3, as of the Notification Date:

       

      Section
        4.1        Corporate
        Status, Power and Authority.

       

      (a)         Each
        of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite
        Fund (a) has been duly organized, and is validly existing and in good standing
        under the laws of the jurisdiction of its organization and has all requisite
        corporate or other, as applicable, power and authority to own its property
        and
        assets and to transact the business in which it is engaged, except where
        any
        such failure to be so organized, existing or in good standing or to have
        such
        power or authority would not prevent, materially delay

       


      
        
           
            

        

        
          31

          
            

          

        

        
           
            

        

      


       

       or
        materially impede the consummation of the Transactions and (b) has duly
        qualified to do business and is in good standing in each jurisdiction where
        it
        is required to be so qualified, except where the failure to be so qualified
        or
        be in good standing would not prevent, materially delay or materially impede
        the
        consummation of the Transactions. None of Harbinger Master, Harbinger Special,
        Harbinger Fund and Harbinger Satellite Fund is currently in violation of
        any of
        the provisions of its Organizational Documents, each as amended to
        date.

       

      (b)         All
        corporate or other, as applicable, action on the part of each of Harbinger
        Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund necessary
        for the authorization, execution, delivery and performance of this Agreement
        and
        the Stock Purchase Agreement has been taken. Each of Harbinger Master, Harbinger
        Special, Harbinger Fund and Harbinger Satellite Fund has all requisite corporate
        or other power and authority to enter into this Agreement and the Stock Purchase
        Agreement and to carry out and perform its obligations under the terms hereof
        and thereof.

       

      Section
        4.2        No
        Conflicts. None of the execution, delivery and performance by each of
        Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite
        Fund
        of this Agreement and the Stock Purchase Agreement or compliance by each
        of
        Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite
        Fund
        with the terms and provisions hereof and thereof (a) will contravene any
        applicable provision of any applicable Law, (b) will conflict with or result
        in
        any breach of, any of the terms, covenants, conditions or provisions of,
        or
        constitute a default under, or result in the creation or imposition of (or
        the
        obligation to create or impose) any Encumbrance upon any of the property
        or
        assets of any of Harbinger Master, Harbinger Special, Harbinger Fund or
        Harbinger Satellite Fund pursuant to the terms of, any indenture, mortgage,
        deed
        of trust, agreement or other material instrument to which any of Harbinger
        Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund is
        a party
        or by which it or any of its property or assets are bound or to which it may be
        subject, or result in the acceleration of any obligation of Harbinger Master,
        Harbinger Special, Harbinger Fund or Harbinger Satellite Fund or (c) will
        violate any provision of its Organizational Documents, each as amended to
        date,
        except in the case of (a) or (b), where such breach or conflict would not
        prevent, materially delay or materially impede the consummation of the
        Transactions.

       

      Section
        4.3        No
        Consents
        Required. No consent, approval, authorization, order, registration or
        qualification of or with any court or arbitrator or governmental or regulatory
        authority is required for the execution, delivery and performance by Harbinger
        Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund of
        this
        Agreement and the Stock Purchase Agreement, the contribution of the Contribution
        Assets and the acceptance of the Harbinger Shares and compliance by Harbinger
        Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund with
        the
        terms hereof and the consummation of the Transactions, except for (i) the
        consents, approvals, authorizations, orders, registrations or qualifications
        set
        forth in Section
        8.1, including the FCC Approvals and
        Other
        Regulatory Approvals; and (ii) such consents, approvals, authorizations,
        orders,
        registrations or qualifications the failure of which to obtain or make,
        individually or in the aggregate, would not prevent, materially delay or
        materially impede the consummation of the Transactions or could be obtained
        in
        the period from the Firm Offer Date up to but not including
        Completion.

       


      
        
           
            

        

        
          32

          
            

          

        

        
           
            

        

      


      Section
        4.4        Unregistered
        Securities.

       

       

      (a)         Investment.
        Except insofar as rights are conferred on any other participants of Harbinger
        Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund under
        the
        rules of those funds, the Harbinger Shares are being acquired for their own
        accounts and with no intention of distributing the Harbinger Shares or any
        part
        thereof, and none of Harbinger Master, Harbinger Special, Harbinger Fund
        or
        Harbinger Satellite Fund has any present intention of selling or granting
        any
        participation in or otherwise distributing the same in any transaction in
        violation of the Securities Act or the securities or blue sky laws of any
        other
        jurisdiction. If any of Harbinger Master, Harbinger Special, Harbinger Fund,
        Harbinger Satellite Fund or any Harbinger Designee should in the future decide
        to dispose of any of the Harbinger Shares, each of Harbinger Master, Harbinger
        Special, Harbinger Fund and Harbinger Satellite Fund understands and hereby
        agrees that it may do so only in compliance with the Securities Act and
        applicable securities and blue sky laws of any other jurisdiction, as then
        in
        effect, which may include a sale contemplated by any registration statement
        pursuant to which the Harbinger Shares are then being offered.

       

      (b)         Exemption.
        Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger
        Satellite Fund understands that (i) the Harbinger Shares (A) have not been
        registered under the Securities Act or any state securities Laws, (B) will
        be
        issued in reliance upon an exemption from the registration and prospectus
        delivery requirements of the Securities Act pursuant to Section 4(2) thereof
        and/or Regulation D promulgated thereunder and (C) will be issued in reliance
        upon exemptions from the registration and prospectus delivery requirements
        of
        state securities Laws which relate to private offerings, and (ii) each of
        Harbinger Master, Harbinger Special, Harbinger Fund, Harbinger Satellite
        Fund
        and any Harbinger Designee must therefore bear the economic risk of such
        investment indefinitely unless a subsequent disposition thereof is registered
        under the Securities Act and applicable state securities Laws or is exempt
        therefrom. Each of Harbinger Master, Harbinger Special, Harbinger Fund and
        Harbinger Satellite Fund acknowledges that each of the Company and MSV is
        relying in part upon the truth and accuracy of, and each of Harbinger Master's,
        Harbinger Special's, Harbinger Fund’s and Harbinger Satellite Fund's compliance
        with, the representations, warranties, agreements, acknowledgments and
        understandings of each of Harbinger Master, Harbinger Special, Harbinger
        Fund
        and Harbinger Satellite Fund set forth herein in order to determine the
        availability of such exemptions and eligibility of Harbinger Master, Harbinger
        Special, Harbinger Fund, Harbinger Satellite Fund or any Harbinger Designee
        to
        acquire the Harbinger Shares.

       

      (c)         Investor
        Representations. Each of Harbinger Master, Harbinger Special, Harbinger
        Fund and Harbinger Satellite Fund represents and warrants to the Company
        and MSV
        that (i) it is and any Harbinger Designee will be an "accredited investor"
        as
        defined in Rule 501(a) promulgated under the Securities Act, (ii) by reason
        of
        its business and financial experience, it has such knowledge, sophistication
        and
        experience in making similar investments and in business and financial matters
        generally so as to be capable of evaluating the merits and risks of the
        prospective investment in the Harbinger Shares, is able to bear the economic
        risk of such investment and, at the present time, would be able to afford
        a
        complete loss of such investment; and (iii) it is an existing security holder
        of
        the Company (except for Harbinger Satellite Fund), has reviewed the information
        contained in the Registration Statements, is relying

       


      
        
           
            

        

        
          33

          
            

          

        

        
           
            

        

      


       

      solely
        upon the advice of its own financial, legal and tax advisors, and has made
        its
        own independent investigation and evaluation of the merits and risks of the
        investments in the Harbinger Shares.

       

      (d)         Legend.
        It is understood that any certificates evidencing the Harbinger Shares will
        bear
        the following legend:

       

      "THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
        TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES
        LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED
        OR
        OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES
        LAWS
        OR (II) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, AND AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY
        SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION
        STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH
        REGISTRATION."

       

      The
        certificates evidencing the Harbinger Shares shall not be required to contain
        such legend or any other legend after (i) such securities are registered
        for
        resale under the Securities Act, (ii) following any sale of such securities
        pursuant to and in accordance with Rule 144 or (iii) if such legend is not
        required under applicable requirements of the Securities Act (including
        controlling judicial interpretations and pronouncements issued by the Staff
        of
        the SEC).

       

      (e)         No
        General
        Solicitation or Advertising. Each of Harbinger Master, Harbinger Special,
        Harbinger Fund and Harbinger Satellite Fund acknowledges that neither it
        nor any
        Harbinger Designee is purchasing the Harbinger Shares as a result of any
        advertisements, articles, notices or other communications published in any
        newspaper, magazine or similar media or broadcast over radio or
        television.

       

      (f)         Independent
        Evaluation. Each of Harbinger Master, Harbinger Special, Harbinger Fund
        and Harbinger Satellite Fund has independently evaluated the merits of its
        decision to purchase or to cause a Harbinger Designee to purchase the Harbinger
        Shares. Each of Harbinger Master, Harbinger Special, Harbinger Fund and
        Harbinger Satellite Fund has been afforded the opportunity, directly and
        through
        any advisors, to ask questions of the Company and MSV.

       

      Section
        4.5        Ownership
        of
        Contribution Shares and Convertible Bonds. Harbinger owns, as of the date
        hereof, and as of the Notification Date, the Contribution Shares Closing
        Date
        and the Convertible Bonds Closing Date, respectively, good and valid title
        to
        the Contribution Shares and (subject to Sections 2.1(a)(ii) and
2.1(b))
        the Convertible Bonds, in each case, free and clear of
        all Encumbrances. On the Contribution Shares Closing Date and the Convertible
        Bonds Closing Date, Harbinger Master and Harbinger Special will have transferred
        to the Company, and the Company will have acquired with full title guarantee
        (as
        such expression is interpreted under English law), good and valid title to,
        respectively, the

       


      
        
           
            

        

        
          34

          
            

          

        

        
           
            

        

      


       

      Contribution
        Shares and the Convertible Bonds (or, as the case may be, the Converted Shares),
        in each case, free and clear of all Encumbrances.

       

      Section
        4.6        Litigation.
        As of the date hereof, there are no civil, criminal or administrative actions,
        suits, claims, hearings, investigations or proceedings pending or, to the
        knowledge of Harbinger, threatened against Harbinger Master, Harbinger Special
        or Harbinger Satellite Fund that would prevent, materially delay or materially
        impede the consummation of the transactions contemplated by this Agreement.
        As
        of the date hereof none of Harbinger Master, Harbinger Special, Harbinger
        Fund
        or Harbinger Satellite Fund, or any material property or asset of Harbinger
        Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund, is
        subject to any settlement or similar agreement with any Governmental Entity,
        or
        to any order, judgment, decree, injunction or award of any Governmental Entity
        that would prevent, materially delay or materially impede the consummation
        of
        the transactions contemplated by this Agreement.

       

      Section
        4.7        Advisors.
        No agent, broker, investment banker, financial advisor, legal advisor or
        other
        Person is, or shall be entitled, as a result of the Company's failure to
        deliver
        the Company Approval in accordance with Section
        13.5, to fees or commissions that are
        greater than the fees or
        commissions such advisors would be entitled to receive in connection with
        the
        successful completion of the Transactions.

       

      Section
        4.8        TVCC.

       

      (a)         TVCC
        LLC
        Interests. On the TVCC Contribution Closing Date, Harbinger will have
        transferred or will have caused to be transferred to the Company and the
        Company
        will have acquired, good and valid title to the TVCC LLC Interests, free
        and
        clear of all Encumbrances.

       

      (b)         Organization
        and Standing. TVCC and each of its Subsidiaries is a legal entity duly
        organized, validly existing and in good standing under the laws of the
        jurisdiction of its organization and has all requisite limited liability
        company
        or corporate power and authority to own, lease and operate its properties
        and
        assets and to carry on its business as now conducted. TVCC and each of its
        Subsidiaries is duly qualified or authorized to do business as a foreign
        limited
        liability company or corporation and is in good standing under the laws of
        each
        jurisdiction in which the conduct of its business or the ownership of its
        properties requires such qualification or authorization, except where the
        failure to be so qualified, authorized or in good standing would not have
        a TVCC
        Material Adverse Effect.

       

      (c)         Capitalization.
        From and after the Option Closing Date, (i) the authorized capitalization
        of
        TVCC will consist of 150,000,000 Class A Preferred Units, 50,000,000 Class
        B
        Preferred Units and 300,000,000 Common Units and (ii) Harbinger Master and
        Harbinger Special will own 150,000,000 Class A Preferred Units and 225,000,000
        Common Units. At the TVCC Contribution Closing Harbinger will transfer or
        cause
        to be transferred to the Company all of the outstanding equity interests
        in TVCC
        free and clear of any Encumbrance. As of the TVCC Contribution Closing Date,
        (i)
        TVCC will own, through wholly-owned Subsidiaries, all of the outstanding
        equity
        interests of LeaseCo, free and clear of any Encumbrance, (ii) there will
        be no
        existing option, warrant, call, right or Contract of any

       


      
        
           
            

        

        
          35

          
            

          

        

        
           
            

        

      


       

      character
        to which either TVCC or LeaseCo is a party or by which it is bound requiring
        the
        issuance, delivery, sale, repurchase, redemption or transfer of any equity
        securities of TVCC or LeaseCo, (iii) there will be no outstanding or authorized
        stock appreciation, phantom stock, profit participation or similar rights
        with
        respect to TVCC or LeaseCo or the equity interests of either of them, and
        (iv)
        neither Harbinger, TVCC nor LeaseCo will be a party to any Contract with
        respect
        to the voting, redemption, repurchase, sale, transfer or other disposition
        of
        the equity securities of TVCC or LeaseCo.

       

      (d)         No
        Conflicts. Assuming the receipt of the requisite Regulatory Approvals,
        none of the execution and delivery by Harbinger of this Agreement, or the
        consummation of the transactions to be effected hereunder will conflict with
        or
        result in any breach, violation of or default (with or without notice or
        lapse
        of time, or both) under, or give to others a right of termination, cancellation
        or acceleration of any obligation under, or result in the creation of any
        Encumbrances upon the properties or assets of TVCC or any of its Subsidiaries
        under any provision of (i) the Organizational Documents of TVCC or any of
        its
        Subsidiaries; (ii) any Contract to which TVCC or any of its Subsidiaries
        is a
        party or by which any of the properties or assets of TVCC or any of its
        Subsidiaries are bound; (iii) any Governmental Authorization or Order of
        any
        Governmental Entity applicable to TVCC or any of its Subsidiaries or (iv)
        any
        applicable Law.

       

      (e)         Consents
        of
        Third Parties. Except for the Regulatory Approvals, no Order, Permit or
        declaration or filing with, or notification to, consent, waiver or approval
        of
        any Person or Governmental Entity is required on the part of TVCC or any
        of its
        Subsidiaries in connection with the execution and delivery of this Agreement
        or
        the consummation of the transactions to be effected at the TVCC Contribution
        Closing.

       

      (f)         Absence
        of
        Encumbrances. After consummation of the transactions to be effected at
        the TVCC Contribution Closing, the Company will own all of the outstanding
        equity interests of TVCC free and clear of any Encumbrance.

       

      (g)         TVCC
        Subsidiaries. Section
        4.8(g) of the Harbinger Disclosure Schedule
        sets forth the
        name of each Subsidiary of TVCC, the jurisdiction of its organization and
        the
        percentage of the outstanding capital stock (or membership interest or
        partnership interest) of each Subsidiary owned by TVCC. Except as set forth
        in
Section
        4.8(g) of the Harbinger Disclosure
        Schedule, neither TVCC nor any of its Subsidiaries owns, directly or indirectly,
        any shares of capital stock or equity or ownership interests in, or any interest
        convertible into or exchangeable or exercisable for any equity interest in,
        any
        other Person (collectively, "Third-Party
        Interests"). Neither TVCC nor any of its Subsidiaries has any rights or
        is bound by any Contract to acquire, directly or indirectly, any Third-Party
        Interests or to make any investment in any Person.

       

      (h)         Litigation.
        As of the date hereof, except as set forth in Section
        4.8(h) of the Harbinger Disclosure Schedule
        there are (a) no
        Legal Proceedings pending or, to the knowledge of Harbinger, threatened against
        TVCC or any of its Subsidiaries, and (b) no Orders of any Governmental Entity
        outstanding against TVCC or any of its Subsidiaries.

       


      
        
           
            

        

        
          36

          
            

          

        

        
           
            

        

      


       

      (i)         No
        Undisclosed
        Liabilities. As of the date hereof, except (a) for the obligations of
        LeaseCo under the TVCC Lease and any Contract set forth in Section 4.8(i) of
        the Harbinger Disclosure Schedule, (b) as set
        forth in this Agreement, or (c) as set forth in the LeaseCo Financial
        Statements, neither TVCC nor any of its Subsidiaries has any Liabilities
        that
        are, or would reasonably be expected to be, material to TVCC and its
        Subsidiaries taken as a whole.

       

      (j)         LeaseCo
        Financial Statements. Harbinger has delivered to the Company the
        unaudited consolidated balance sheets and related statements of income of
        LeaseCo as of December 31, 2007 (the "LeaseCo
        Financial Statements"). The LeaseCo Financial Statements are accurate and
        complete in all material respects as at December 31, 2007 and were prepared
        from
        the books and records of LeaseCo as at that date. The LeaseCo Financial
        Statements and any notes related thereto fairly present in all material respects
        the consolidated financial condition and the results of operations of LeaseCo
        at
        December 31, 2007 and for the periods referred to in such financial statements.
        Since December 31, 2007, no event has occurred that has had or is likely
        to have
        a material adverse effect on LeaseCo's rights to use the TVCC Spectrum License,
        other than a material adverse effect that results from conditions generally
        affecting the industry in which LeaseCo principally operates, or from changes
        in
        law, regulation or policy (including, without limitation, FCC Rules and
        policies) generally affecting similarly situated FCC licensees or lessees
        in the
        wireless communications industry or general economic, political or market
        conditions.

       

      (k)         Taxes.
        LeaseCo has prepared and filed with all appropriate Governmental Entities
        all
        material Tax Returns by the Tax date such Tax Returns were due to be filed
        (after giving effect to extensions timely filed), and all such Tax Returns
        are
        correct and complete in all material respects. LeaseCo has paid in full all
        Taxes due and payable, whether or not shown on such Tax Returns, or has made
        adequate provisions for all material Taxes on the latest balance sheet date
        included in the LeaseCo Financial Statements. No examination or audit of
        any Tax
        Return relating to any Taxes of LeaseCo or with respect to any Taxes due
        from or
        with respect to LeaseCo by any Taxing Authority is currently in progress
        and no
        written notice thereof has been received. No assessment of Tax has been proposed
        in writing against LeaseCo or any of its assets or properties. There are
        no
        outstanding agreements, waivers or arrangements extending the statutory period
        of limitation applicable to any claim for, or the period for the collection
        or
        assessment of, Taxes due from or with respect to LeaseCo for any Taxable
        period.
        LeaseCo has always been classified as a partnership or a disregarded entity,
        and
        not as a corporation, for US federal income tax purposes and for purposes
        of all
        applicable state and local income and franchise Taxes imposed on (or measured
        by) the net income of LeaseCo.

       

      (l)          
        TVCC
        Lease.

       

      (i)         LeaseCo
        has entered into the TVCC Lease, complete and accurate copies of which have
        been
        delivered to the Company. LeaseCo is qualified under the FCC Rules and the
        Communications Act to lease the TVCC Spectrum License and the FCC has consented
        to the TVCC Lease. There is no Order outstanding against LeaseCo relating
        to or
        involving the TVCC Spectrum License that will, or would reasonably be expected
        to, materially impair or otherwise materially and adversely affect LeaseCo's
        interest in the TVCC Spectrum License (other than Encumbrances that are
        imposed

       


      
        
           
            

        

        
          37

          
            

          

        

        
           
            

        

      

       

      generally
        by the FCC on all licenses and spectrum leases in the same class of service
        as
        the TVCC Spectrum License).

       

      (ii)        LeaseCo
        has performed as of the date of this Agreement, and will have performed as
        of
        the TVCC Contribution Closing Date, all of its obligations required to have
        been
        performed under the TVCC Lease and applicable FCC rules and regulations
        regarding spectrum leasing ("FCC
        Spectrum
        Lease Rules"), except for those the non-performance of which would not
        have a TVCC Material Adverse Effect. No event has occurred or condition or
        state
        of facts exists that constitutes or, after notice or lapse of time or both,
        would constitute a breach or default under the TVCC Lease or FCC Spectrum
        Lease
        Rules, which permits or, after notice or lapse of time or both, would permit
        revocation, cancellation, suspension or adverse modification of the TVCC
        Lease,
        or which might adversely affect the rights of LeaseCo under the TVCC Lease,
        except for those the occurrence of which would not have a TVCC Material Adverse
        Effect.

       

      (iii)        As
        of the date hereof, LeaseCo has made all regulatory filings required, and
        paid
        all applicable fees and assessments imposed, with respect to the TVCC Lease
        by
        any Governmental Entity, including but not limited to FCC regulatory fees,
        Universal Service Fund contributions, Telecommunications Relay Service Fund
        contributions, and North American Numbering Plan fees, and all such filings
        and
        the calculation of such fees, are accurate in all material
        respects.

       

      (iv)        Harbinger
        has no reason to believe, based on conditions or events existing prior to
        or at
        the date of this Agreement, that the TVCC Spectrum License will be or is
        reasonably likely to be terminated or otherwise revoked prior to its scheduled
        termination date.

       

      (m)         LeaseCo
        Insurance. LeaseCo's insurance policies are in full force and effect and
        LeaseCo has timely paid all applicable premiums thereunder.

       

      (n)         LeaseCo
        Contracts and Obligations. Section
        4.8(n) of the Harbinger Disclosure Schedule
        sets forth a
        list of all Contracts to which LeaseCo is a party or by which LeaseCo is
        bound
        as of the date hereof, other than immaterial contracts that can be cancelled
        by
        LeaseCo on 30 days' notice or less, without any penalty or continued liability.
        As at the date hereof all of such Contracts are valid, binding and in full
        force
        and effect on LeaseCo. Except as set forth in Section
        4.8(n) of the Harbinger Disclosure Schedule,
        LeaseCo is not
        in default under any material provision of any of such Contracts and, to
        the
        knowledge of Harbinger, no other party to any such Contracts is in default
        under
        any material provision thereof.

       

      (o)         LeaseCo
        Compliance. As at the date hereof to the best of Harbinger's knowledge,
        LeaseCo has, in all material respects, complied with all Laws and Orders
        applicable to LeaseCo including its business. To the best knowledge of
        Harbinger, LeaseCo has all material Permits required by applicable
        Laws.

       

      (p)         LeaseCo
        Environmental Matters. To the best of Harbinger's knowledge, LeaseCo is
        in material compliance with all Laws promulgated (i) to prohibit, regulate
        or
        control hazardous materials or (ii) to protect the environment.

       


      
        
           
            

        

        
          38

          
            

          

        

        
           
            

        

      

       

      (q)         OP
        LLC.
        To the best of Harbinger's knowledge, all of the warranties made in this
        Article
        IV, insofar as they relate to LeaseCo's
        compliance with the
        Communications Act, FCC Rules, and the TVCC Lease, are also true and correct
        with respect to OP LLC's compliance with the Communications Act, FCC Rules,
        and
        the TVCC Lease.

       

      Section
        4.9        FIRPTA.

       

      None
        of the
        Contribution Assets constitutes, in whole or in part, a “United States real
        property interest” as determined pursuant to Section 897 of the Code and the
        Treasury Regulations thereunder.

       

      Section
        4.10       Tax
        Matters.

       

      Harbinger
        is
        not aware of any fact or circumstance that would, if Harbinger elects to
        exercise its rights pursuant to Section 20.3(a) or (c), prevent the contribution
        of the Contribution Assets and, with respect to the transaction described
        in
        Section 20.3(c), the contribution of the Common Stock to New Parent that
        is
        deemed to occur as a consequence of the transactions described therein from
        qualifying as an exchange governed by Section 351(a) of the
        Code.

       

       

      ARTICLE
        V

       

      REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY AND MSV

       

       

      Each
        of the Company and MSV acknowledges that (i) the
        representations and warranties in this Article
        V have been a material and necessary
        inducement for
        Harbinger to agree to enter into this Agreement and the Stock Purchase Agreement
        and to contribute the Contribution Assets and to acquire the Harbinger Shares
        and (ii) Harbinger is relying on such representations and warranties. Except
        (i)
        as set forth in the corresponding sections or subsections of the disclosure
        schedule delivered to Harbinger by the Company concurrently with the execution
        and delivery of this Agreement (the "Company
        Disclosure Schedule"), or to the extent that the qualifying nature of
        such disclosure with respect to another section or subsection is reasonably
        apparent on the face of the Company Disclosure Schedule and (ii) as disclosed
        in
        the SEC Reports filed after December 31, 2007 but prior to the date of this
        Agreement (the "Filed
        SEC
        Reports") (excluding any disclosures set forth in any section of a Filed
        SEC Report entitled "Risk Factor" or "Forward-Looking Statements"), each
        of the
        Company and MSV hereby represents and warrants to Harbinger as of the date
        hereof and, other than with respect to Section
        5.6, as of the Bring Down Date.

       

      Section
        5.1        Corporate
        Status. Each of the Company and MSV and its Subsidiaries (a) has been
        duly organized, and is validly existing and in good standing under the Laws
        of
        the jurisdiction of its organization and has all requisite corporate or other
        entity, as applicable, power to own its property and assets and to transact
        the
        business in which it is engaged and presently proposed to engage and (b)
        has
        duly qualified to do business and is in good standing in each jurisdiction
        where
        it is required to be so qualified, except where the failure to be so qualified
        or be in good standing would reasonably be expected to have, individually
        or

       


      
        
           
            

        

        
          39

          
            

          

        

        
           
            

        

      


       

      in
        the aggregate, a Material Adverse Effect. Neither of the
        Company nor any of its Significant Subsidiaries is currently in violation
        of any
        of the provisions of its Organizational Documents, each as amended to date.
        Section
        5.1 of the Company Disclosure Schedule
        contains a correct
        and complete list as of the date hereof of each jurisdiction where the Company
        and/or each of its Subsidiaries is organized and/or qualified to do
        business.

       

      Section
        5.2        Capitalization.

       

      (a)         Section
        5.2(a) of the Company Disclosure Schedule discloses the number of
        authorized, issued and outstanding shares of capital stock of the Company,
        and
        outstanding warrants and options to purchase capital stock of the Company
        as of
        the date hereof. As of the date hereof, 1,596,571 shares of Common Stock
        are
        reserved for future issuance pursuant to outstanding options. As at the
        date hereof, 12,828,411 shares of Common Stock are reserved for the MSV Option
        Exchange and up to 13,139,696 shares of Common Stock are reserved for future
        issuance pursuant to outstanding warrants issued by the Company. As of the
        date
        hereof, a total of 11,030,259 additional shares of Common Stock are authorized
        and reserved for future issuance pursuant to option and other equity plans
        adopted or approved by the Company. As of the date hereof, except as further
        disclosed in Section 5.2(a) of the Company Disclosure Schedule, there are
        no other outstanding options, warrants, rights (including conversion or
        preemptive rights) or any agreement for the purchase or acquisition from
        the
        Company of any shares of the Company's capital stock or voting agreements
        with
        respect to equity of the Company or any of its Subsidiaries. All outstanding
        shares of the capital stock of the Company have been duly authorized, validly
        issued, fully paid and non-assessable. Except as disclosed in Section
        5.2(a) of the Company Disclosure Schedule, there are no obligations,
        contingent or otherwise, of the Company or its Subsidiaries to repurchase,
        redeem or otherwise acquire any shares of Common Stock or other equity
        securities of the Company or its Subsidiaries. Except as disclosed in Section
        5.2(a) of the Company Disclosure Schedule, there are no anti-dilution or
        price adjustment provisions contained in any security issued by the Company
        (or
        in any agreement providing rights to security holders). None of the outstanding
        shares of capital stock of the Company were issued in violation of the
        Securities Act or any state securities Laws.

       

      (b)         Section
        5.2(b) of the Company Disclosure Schedule discloses the number of
        authorized, issued and outstanding limited partnership units of MSV, and
        outstanding warrants and options to purchase limited partnership units of
        MSV as
        of the date hereof. As of the date hereof, 100,000 limited partnership units
        were reserved for future issuance pursuant to outstanding options, restricted
        shares/phantom units, and warrants issued by MSV (assuming
        the consummation of the MSV Option Exchange). As of the date hereof,
        6,400,000 additional limited partnership units were authorized and reserved
        for
        future issuance pursuant to option and other equity plans adopted or approved
        by
        MSV (assuming the consummation of the MSV Option Exchange). As of the date
        hereof, except as disclosed in Section
        5.2(b) of the Company Disclosure Schedule, there are no other outstanding
        options, warrants, rights (including conversion or preemptive rights) or
        any
        agreement for the purchase or acquisition from MSV or any wholly-owned
        Subsidiary of any of MSV's limited partnership units or voting agreements
        with
        respect to equity of MSV. All outstanding limited partnership units of MSV
        have
        been duly authorized, validly issued, fully paid and non-assessable. Except
        as
        disclosed in Section
        5.2(b) of the Company Disclosure Schedule, there are no
        anti-dilution or price adjustment provisions contained in any
        security

       


      
        
           
            

        

        
          40

          
            

          

        

        
           
            

        

      


       

      issued
        by MSV (or in any agreement providing rights to security holders). None of
        the
        outstanding limited partnership units of MSV were issued in violation of
        the
        Securities Act or any state securities Laws.

       

      Section
        5.3        Corporate
        Power and Authority. All corporate action on the part of each of the
        Company, MSV and MSV LLC necessary for the authorization, execution, delivery
        and performance of this Agreement, the Stock Purchase Agreement, the Consulting
        Agreement and the Registration Rights Agreement has been taken. Each of the
        Company, MSV and MSV LLC has all requisite corporate power and authority
        to
        enter into this Agreement, the Stock Purchase Agreement, the Consulting
        Agreement and the Registration Rights Agreement and to carry out and perform
        its
        obligations under the terms hereof and thereof. The Boards of the Company,
        MSV
        and MSV LLC have each approved the entering into of this Agreement, the Stock
        Purchase Agreement, the Consulting Agreement and the Registration Rights
        Agreement and the performance of their obligations hereunder and thereunder
        in
        accordance with the terms of this Agreement, the Stock Purchase Agreement,
        the
        Consulting Agreement and the Registration Rights Agreement and have approved
        (i)
        the making of the Possible Offer Announcement pursuant to Section
        7.2; (ii) the obtaining of the Regulatory
        Approvals subject to
        the terms and conditions set forth in Article
        VIII; (iii) the obtaining of the Stockholder
        Approval to
        increase the Company's authorized share capital subject to the terms and
        conditions set forth in Article
        IX; (iv) the raising of the Debt Financing
        subject to the
        terms and conditions set forth in Article
        XII; (v) the Contribution Closing subject
        to the terms and
        conditions set forth in Article
        II; (vi) the issuance of the Harbinger
        Purchased Shares
        subject to the terms and conditions set forth in the terms of the Stock Purchase
        Agreement; (vii) the issuance of the Sponsor Fee Shares subject to the terms
        and
        conditions set forth in Article
        XVII; and (viii) the implementation of
        the No-Deal Rights
        Offering subject to the terms and conditions set forth in Article
        XIX.

       

      Section
        5.4        Valid
        Issuance
        of Harbinger Shares. The Harbinger Shares issuable on the relevant
        Contribution Closing Date or the Closing Date or such other date as may be
        agreed subject to the terms and conditions set forth in this Agreement and
        the
        Stock Purchase Agreement against receipt from Harbinger of the Contribution
        Assets and from Harbinger Satellite Fund or a Harbinger Designee of the Cash
        Purchase Price will, subject to obtaining the Stockholder Approval in accordance
        with Article
        IX, have been duly authorized and, when
        issued upon the
        relevant Contribution Closing Date, the Closing Date or such other date as
        may
        be agreed subject to the terms and conditions set forth in this Agreement
        and
        the Stock Purchase Agreement will be validly issued, fully paid and
        non-assessable and free of any Encumbrances, other than any such Encumbrances
        created by Harbinger.

       

      Section
        5.5        No
        Violation. None of the execution, delivery and performance by each of the
        Company, MSV and MSV LLC of this Agreement, the Stock Purchase Agreement,
        the
        Consulting Agreement and the Registration Rights Agreement or compliance
        with
        the terms and provisions hereof and thereof (a) will contravene any applicable
        provision of any applicable Law, (b) will conflict with or result in any
        breach
        of any of the terms, covenants, conditions or provisions of, or constitute
        a
        default under, or result in the creation or imposition of (or the obligation
        to
        create or impose) any Encumbrance upon any of the property or assets of any
        of
        the Company, MSV, MSV LLC or any of their Significant Subsidiaries pursuant
        to
        the terms of any indenture, mortgage, deed of trust, agreement or other material
        instrument to which any of the Company, MSV, MSV LLC or any of their Significant
        Subsidiaries is a party or by which it or

       


      
        
           
            

        

        
          41

          
            

          

        

        
           
            

        

      


       

      any
        of its or their property or assets are bound or to which it may be subject,
        or
        result in the acceleration of any obligation of the Company, MSV, MSV LLC
        or any
        of their Significant Subsidiaries or (c) will violate any provision of its
        Organizational Documents, each as amended to date, except in the case of
        (a) or
        (b), where such breach or conflict would not reasonably be expected to have
        a
        Material Adverse Effect.

       

      Section
        5.6        No
        Consents
        Required. Assuming the accuracy of Harbinger's representations and
        warranties set forth in this Agreement, no consent, approval, authorization,
        order, registration or qualification of or with any court or arbitrator or
        governmental or regulatory authority is required for the execution, delivery
        and
        performance by the Company, MSV or MSV LLC of this Agreement, the Stock Purchase
        Agreement and the Registration Rights Agreement, the acceptance of the
        Contribution Assets and the issuance of the Harbinger Shares and compliance
        by
        the Company with the terms hereof and the consummation of the Transactions,
        except for (i) the consents, approvals, authorizations, orders, registrations
        or
        qualifications detailed in Section
        8.1, including the FCC Approvals and
        other Regulatory
        Approvals; (ii) the consents, approvals, authorizations, orders, registrations,
        qualifications, notices or filings set forth on Section
        5.6 of the Company Disclosure Schedule;
        and (iii) such
        consents, approvals, authorizations, orders, registrations or qualifications
        the
        failure of which to obtain or make, individually or in the aggregate, has
        not
        had and would not reasonably be expected to have a Material Adverse Effect,
        or
        could be obtained in the period from the Firm Offer Date up to but not including
        Completion.

       

      Section
        5.7        Company
        Financial Statements; Indebtedness.

       

      (a)         The
        financial statements and supporting schedules included in the Filed SEC Reports
        (the "Company
        Financial Statements") present fairly, in all material respects, the
        consolidated financial position of the Company and its Subsidiaries as of
        the
        dates specified and the consolidated results of their operations and cash
        flows
        for the periods specified, in each case, in conformity with GAAP applied
        on a
        consistent basis during the periods involved, except as indicated therein
        or in
        the notes thereto.

       

      (b)         Except
        for Indebtedness disclosed in Section
        5.7(b) of the Company Disclosure Schedule
        or the Company
        Financial Statements, the Company and its Significant Subsidiaries, taken
        as a
        whole, have no Indebtedness outstanding at the date hereof.

       

      Section
        5.8        Business
        Plan. The Company has provided to Harbinger a complete and accurate copy
        of its current Business Plan as of the date hereof.

       

      Section
        5.9        Internal
        Accounting Controls. The Company maintains a system of internal
        accounting controls sufficient to provide reasonable assurance that (i)
        transactions are executed in accordance with management's general or specific
        authorizations, (ii) transactions are recorded as necessary to permit
        preparation of financial statements in conformity with GAAP and to maintain
        asset accountability, (iii) access to assets is permitted only in accordance
        with management's general or specific authorization, and (iv) the recorded
        accountability for assets is compared with the existing assets at reasonable
        intervals and appropriate action is taken with respect to any differences.
        The
        Company has established disclosure controls and procedures (as defined in
        Exchange Act Rule 13a-15(e)) for the Company and designed such disclosure
        controls

       


      
        
           
            

        

        
          42

          
            

          

        

        
           
            

        

      


       

      and
        procedures to reasonably ensure that information required to be disclosed
        by the
        Company in reports that it files or submits under the Exchange Act is recorded,
        processed, summarized and reported within the time periods specified in the
        SEC's rules and forms, including controls and procedures designed to ensure
        that
        such information is accumulated and communicated to the Company's management
        as
        appropriate to allow timely decisions regarding required disclosure. The
        Company
        has carried out evaluations of the effectiveness of their disclosure controls
        and procedures as required by Rule 13a-15 of the Exchange Act.

       

      Section
        5.10      No
        Material
        Adverse Effects. Except as set forth on Schedule 5.10, (a) since December
        31, 2007 no event or events have occurred which, either alone or together
        with
        other events or circumstances have had, or would reasonably be expected to
        have,
        a Material Adverse Effect and (b) since December 31, 2007 through the date
        hereof, no event has occurred, and the Company has not taken any action,
        that
        would have required the consent of Harbinger pursuant to Section
        16.1 had such event or action occurred
        after the date of
        this Agreement. For the avoidance of doubt, the Filed SEC Reports do not
        disclose the occurrence of any event or events that have had, or would
        reasonably be expected to have, a Material Adverse Effect.

       

      Section
        5.11      Independent
        Accountants. As of the date hereof, Ernst & Young LLP, who has
        certified certain financial statements of the Company, is the independent
        registered public accounting firm with respect to the Company within the
        applicable rules and regulations adopted by the SEC and the Public Company
        Accounting Oversight Board (United States) and as required by the Securities
        Act.

       

      Section
        5.12      Litigation.
        As of the date hereof other than as set forth in Section
        5.12 of
        the Company Disclosure Schedule, there are no civil, criminal or administrative
        actions, suits, claims, hearings, investigations or proceedings pending or,
        to
        the best knowledge of the Company, threatened against the Company or any
        of its
        Subsidiaries. As of the date hereof neither the Company nor any of its
        Subsidiaries, or any material property or Assets of the Company or any of
        its
        Subsidiaries, is subject to any settlement or similar agreement with any
        Governmental Entity, or to any order, judgment, decree, injunction or award
        of
        any Governmental Entity.

       

      Section
        5.13      Tax
        Matters. Except as would not reasonably be expected to have a Material
        Adverse Effect and except as disclosed in Section 5.13 of the Company Disclosure
        Schedule, (a) each of the Company and its Subsidiaries has filed all Tax
        Returns
        required to be filed by it, all such Tax Returns are true and correct, and
        the
        Company and each of its Subsidiaries has paid all Taxes due and payable,
        whether
        or not shown on such Tax Returns, or has made adequate provision (in accordance
        with GAAP) for all Taxes on the latest balance sheet included in the Company
        Financial Statements; (b) there is no pending examination, investigation,
        audit,
        suit, action, claim or proceeding relating to Taxes of the Company or any
        of its
        Subsidiaries, and no written notice thereof has been received by the Company
        and
        any Subsidiary; (c) neither the Company nor any of its Subsidiaries has received
        written notice of a determination by any Taxing Authority that any Tax amounts
        are owed by the Company or any of its Subsidiaries, which determination has
        not
        been paid, compromised, or otherwise finally disposed of, and, to the knowledge
        of the Company, no such determination is proposed or threatened; (d) there
        are
        no Encumbrances arising from or related to Taxes on or pending
        against

       


      
        
           
            

        

        
          43

          
            

          

        

        
           
            

        

      


       

      the
        Company or any of its Subsidiaries, or any of their properties, other than
        statutory liens for Taxes that are not yet due and payable; (e) neither the
        Company nor any of its Subsidiaries has constituted either a “distributing
        corporation” or a “controlled corporation” (within the meaning of Section
        355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended
        to
        qualify for tax-free treatment under Section 355(a) of the Code within the
        two-year period prior to the date of this Agreement; and (f) the Company
        is not
        aware of any fact or circumstance that would, if Harbinger elects to exercise
        its rights pursuant to Section 20.3(a) or (c), prevent the contribution of
        the
        Contribution Assets and, with respect to the transaction described in Section
        20.3(c), the contribution of the Common Stock to New Parent that is deemed
        to
        occur as a consequence of the transactions described therein, from qualifying
        as
        an exchange governed by Section 351(a) of the Code.

       

      Section
        5.14      Subsidiaries.
        As of the date hereof, the Company has no directly or indirectly held
        Subsidiaries other than those disclosed in Section
        5.14(a)
        of the
        Company Disclosure Schedule. A true and complete list as of the date hereof
        of
        all of the Company's Subsidiaries, together with the percentage of the
        outstanding capital stock (or membership interest or partnership interest)
        of
        each such Subsidiary owned by the Company and each other Subsidiary, is set
        forth on Section
        5.14(b)
        of the
        Company Disclosure Schedule. Each of the Company and its Subsidiaries has
        good
        and marketable title to all of the shares (or other equity interests) it
        purports to own of the stock or other equity interest of each Subsidiary,
        free
        and clear in each case of any Encumbrance except as otherwise pledged in
        the 14%
        Notes Indenture. All such shares have been duly authorized, validly issued
        and
        are fully paid and non-assessable. Except as disclosed in Section
        5.14(c)
        of the
        Company Disclosure Schedule, the Company does not directly or indirectly
        own any
        equity or similar interest in, or any interest convertible into or exchangeable
        or exercisable for any equity or similar interest in, any corporation,
        partnership, joint venture or other business association or
        entity.

       

      Section
        5.15      Properties.
        Except as disclosed in Section
        5.15 of the Company Disclosure Schedule,
        the Company and
        each of its Subsidiaries owns (a) all of its respective Assets purported
        to be
        owned by it and (b) all of its Assets, other than Assets that are not material
        and that have a book value equal to or less than $100,000. Except as disclosed
        in Section 5.15 of the Company Disclosure Schedule, the Assets referred to
        in
        clause (b) of the preceding sentence are owned by the Company and its
        Subsidiaries free and clear of all Encumbrances. With respect to leased property
        and assets, except as disclosed in Section 5.15 of the Company Disclosure
        Schedule, the Company and its Subsidiaries are in material compliance with
        such
        leases and hold a valid leasehold interest, free of any Encumbrances, except
        as
        would not reasonably be expected to have a Material Adverse
        Effect.

       

      Section
        5.16      Authorizations.

       

      (a)         Authorizations.
        Section
        5.16(a)(i) 
of
        the Company Disclosure
        Schedule lists all material FCC, US state public utility commission ("PUC")
        and foreign regulatory authority permits, licenses, certificates, registrations
        and other similar material authorizations held by the Company and its
        Significant Subsidiaries (collectively, the "Authorizations")
        as of the date hereof. Except as disclosed in Section
        5.16(a)(ii)
        of the
        Company Disclosure Schedule, the Authorizations consist of all such
        authorizations necessary or appropriate for the conduct of the Company's
        and its
        Significant Subsidiaries' business as such business is being conducted, without
        regard to the implementation of the Proposal and without

       


      
        
           
            

        

        
          44

          
            

          

        

        
           
            

        

      


       

       regard
        to Authorizations which require the consent or
        approval of Harbinger, which consent or approval has been denied by Harbinger.
        The Company and its Significant Subsidiaries have maintained and kept in
        force
        and effect, and, to the extent necessary, have applied in a timely manner
        for
        the renewal of all such Authorizations. Except as disclosed in Section
        5.16(a)(ii)
        of the
        Company Disclosure Schedule, the Company and its Significant Subsidiaries
        are in
        compliance with all such Authorizations and any terms and conditions thereof,
        except as would not reasonably be expected to have a Material Adverse Effect.
        Except as disclosed in Section
        5.16(a)(ii)
        of the
        Company Disclosure Schedule, each Authorization that is material to the business
        of the Company is valid and in full force and effect, and the Company and
        its
        Significant Subsidiaries have not received notice from the FCC, any PUC,
        or any
        foreign regulatory authority of its intention to revoke, suspend, condition
        or
        fail to renew any such Authorization. Except as disclosed in Section
        5.16(a)(ii)
        of the
        Company Disclosure Schedule, to the Company's knowledge, no event has occurred
        or facts and circumstances exist, which allows or would reasonably be expected
        to allow, or which after notice or lapse of time would allow or would reasonably
        be expected to allow, revocation, suspension, non-renewal or termination
        or
        result in any other material impairment of the Company's or its Significant
        Subsidiaries' material rights under any of its
        Authorizations.

       

      (b)         Compliance
        with Laws. Except as disclosed in Section
        5.16(b) of the Company Disclosure Schedule,
        the conduct of
        the Company's and its Significant Subsidiaries' business complies with all
        applicable US, state, local and foreign Laws (including, without limitation,
        the
        Communications Act and the Communications Assistance for Law Enforcement
        Act),
        ordinances, rules, regulations, and orders (including, without limitation,
        those
        issued by the FCC, any PUC or any foreign regulatory authority), in each
        case,
        except as would not reasonably be expected to have a Material Adverse Effect.
        Except as disclosed in Section
        5.16(b) of the Company Disclosure Schedule,
        neither the
        Company nor any of its Significant Subsidiaries is in violation of any
        applicable Environmental Protection Laws, and to the knowledge of the Company,
        no material expenditures are or will be required in order to comply with
        any
        such Laws, in each case, except as would not reasonably be expected to have
        a
        Material Adverse Effect.

       

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

       

      Section
        5.17      Permits.
        The Company and its Significant Subsidiaries have all franchises, permits,
        licenses and any similar authorities (the "Permits") reasonably necessary
        for the
        conduct of their business as being conducted by them, the absence of which
        would, individually or in the aggregate, reasonably be expected to have a
        Material Adverse Effect. No suspension or cancellation of any of the Permits
        is
        pending or, to the knowledge of the Company, threatened, which would,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect. To its knowledge, the Company and its Significant Subsidiaries
        are not in default in any material respect under any of such
        Permits.

       


      
        
           
            

        

        
          45

          
            

          

        

        
           
            

        

      


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

       

      Section
        5.19      Intellectual
        Property.

       

      (a)         Except
        as disclosed in Section
        5.19(a) of the Company Disclosure Schedule,
        the Company and
        each of its Significant Subsidiaries owns, possesses or has the right to
        use,
        exploit and/or practice patents, trade secrets, trademarks, service marks,
        trade
        names, and copyrights, including pursuant to any franchise and license
        agreements, and rights with respect thereto (collectively, "Intellectual
        Property"), necessary for the conduct of its business as of the date
        hereof.

       

      (b)         Except
        as disclosed in Section
        5.19(b) of the Company Disclosure Schedule
        as of the date
        hereof, there are no material licenses or agreements granting any Person
        any
        rights in or under the Company's and/or its Significant Subsidiaries' owned
        Intellectual Property with the exception of agreements for the sale or license
        of the Company's products or services in the ordinary course of
        business.

       

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

       

      (d)         Neither
        the Company nor any Significant Subsidiary has as of the date hereof received
        any written or, to the knowledge of the Company, oral, communications alleging
        that the Company or any Significant Subsidiary has violated, infringed or
        misappropriated or, by conducting its business as presently conducted, to
        the
        knowledge of the Company, would violate, infringe or misappropriate any of
        the
        Intellectual Property of any other Person.

       

      (e)         Except
        as disclosed in Section
        5.19(e) of the Company Disclosure Schedule,
        to the best
        knowledge of the Company and its Significant Subsidiaries as of the date
        hereof,
        no Person is materially infringing or misappropriating the Intellectual Property
        of the Company or any of its Significant Subsidiaries.

       


      
        
           
            

        

        
          46

          
            

          

        

        
           
            

        

      

       

      (f)        
         Except as disclosed in Section
        5.19(f) of the Company Disclosure Schedule
        as of the date
        hereof, neither the Company nor any Significant Subsidiary is subject or
        a party
        to any order, decree, judgment, stipulation or agreement restricting its
        ability
        to use any of the material Intellectual Property, in any geographic area,
        market
        or field material to the conduct of the business of the Company or any
        Significant Subsidiaries.

       

      Section
        5.20      Insurance.
        Except as disclosed in Section
        5.20 of the Company Disclosure Schedule,
        the Company and
        its Significant Subsidiaries are insured by insurers of recognized financial
        responsibility against such losses and risks and in such amounts as are prudent
        and sufficient to address risks anticipated in the businesses in which the
        Company and its Significant Subsidiaries are currently engaged. Except as
        disclosed in Section
        5.20 of the Company Disclosure Schedule,
        to the Company's
        knowledge there are no facts or circumstances that would reasonably be expected
        to result in the Company not being able to renew its existing insurance coverage
        as and when such coverage expires or to obtain coverage from reputable insurers
        as may be necessary to continue its business without a significant increase
        in
        cost.

       

      Section
        5.21      No
        Defaults. Except as disclosed in Section
        5.21 of the Company Disclosure Schedule,
        each of the
        Company and its Significant Subsidiaries has complied in all material respects
        with the terms and conditions of any indenture, mortgage, deed of trust,
        agreement, note or other instrument evidencing Indebtedness of the Company
        or
        any of its Significant Subsidiaries. Except as disclosed in Section
        5.21 of the Company Disclosure Schedule,
        none of the
        Company or its Significant Subsidiaries is in default in the performance
        or
        compliance with any provisions thereof, and no event has occurred, or facts
        and
        circumstances exist, which, after passage of time, would result in a default,
        except as would not reasonably be expected to have a Material Adverse Effect.
        Except as disclosed in Section
        5.21 of the Company Disclosure Schedule,
        all instruments
        evidencing outstanding Indebtedness of the Company and its Significant
        Subsidiaries are in full force and effect and have not been terminated,
        rescinded or withdrawn, except as would not reasonably be expected to have
        a
        Material Adverse Effect.

       

      Section
        5.22      Conformity
        to
        Securities Act and Exchange Act; No Misstatement or Omission. As of its
        filing date or, if amended prior to the date of this Agreement, as of the
        date
        of the last such amendment prior to the date of this Agreement, each of the
        SEC
        Reports complied in all material respects with the applicable requirements
        of
        the Securities Act or the Exchange Act (as applicable) and the respective
        rules
        and regulations of the SEC thereunder, as in effect on the date so filed,
        and
        did not contain an untrue statement of a material fact or omit to state a
        material fact necessary in order to make the statements therein not misleading.
        Since September 1, 2006, the Company has filed all reports, schedules, forms,
        statements and other documents required to be filed by it with the SEC pursuant
        to the reporting requirements of the Exchange Act.

       

      Section
        5.23      Satellites.

       

      (a)         Section
        5.23(a) of the Company Disclosure Schedule
        sets forth a list
        of all material contracts to which the Company or any of its Subsidiaries
        is a
        party or bound, for or related to the construction, launch, operation, sale
        or
        resale of capacity or services from, and/or the coordination of satellites
        now
        in orbit or under construction that are used or planned to be used by the
        Company or any of its Subsidiaries, and the frequencies authorized for such
        use,

       


      
        
           
            

        

        
          47

          
            

          

        

        
           
            

        

      


       

      including
        for terrestrial services (the "Satellite
        Contracts") as of the date hereof. All Satellite Contracts are valid,
        binding and in full force and effect and the Company, and, to the knowledge
        of
        the Company, the counterparties thereto, are not in default under any material
        provision of any of such contracts. 

       

      (b)         The
        satellite health reports that are listed in Section
        5.23(b) of the Company Disclosure Schedule
        are, as of the
        date hereof, the most recent satellite health reports issued for each of
        the
        satellites used by the Company or any of its Subsidiaries. The Company has
        provided to Harbinger complete copies of such reports, and such reports fairly
        and accurately describe the health and anticipated remaining life of each
        such
        satellite.

       

      (c)         Section
        5.23(c) of the Company Disclosure Schedule
        provides a summary
        of the licensed spectrum actually available for use by the Company and its
        Subsidiaries in accordance with the coordination agreements to which the
        Company
        or any of its Subsidiaries is subject.

       

      Section
        5.24      Employee
        Benefits.

       

      (a)         All
        benefit and compensation plans, contracts, policies or arrangements covering
        current or former employees or other service providers of the Company and
        its
        Subsidiaries and current or former directors of the Company, including, but
        not
        limited to, "employee benefit plans" within the meaning of Section 3(3) of
        the
        Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
        and deferred compensation, severance, stock option, stock purchase, stock
        appreciation rights, stock based, incentive and bonus plans (the "Benefit
        Plans"), other than Benefit Plans maintained outside of the United States
        primarily for the benefit of employees working outside of the United States
        (such plans hereinafter being referred to as "Non-US
        Benefit
        Plans") are listed on Section
        5.24(a) of the Company Disclosure Schedule,
        and each Benefit
        Plan which has received a favorable opinion letter from the IRS National
        Office,
        including any master or prototype plan, has been separately identified. True
        and
        complete copies of all Benefit Plans listed on Section
        5.24(a) of the Company Disclosure Schedule,
        including, but
        not limited to, any trust instruments, insurance contracts and, with respect
        to
        any employee stock ownership plan, loan agreements forming a part of any
        Benefit
        Plans, and all amendments thereto have been provided or made available to
        Harbinger.

       

      (b)         Section
        5.24(b) of
        the Company Disclosure Schedule also sets forth the names, corporate and
        functional titles, hire dates and the 2007 and target 2008 annual salaries,
        incentive compensation, bonuses and other compensation of all executive officers
        and current directors of the Company as of the date hereof.

       

      (c)         Neither
        the Company nor any or its Subsidiaries nor any entity which is considered
        one
        employer with the Company under Section 4001 of ERISA or Section 414 of the
        Code
        (i) maintains or contributes to or has within the past six years maintained
        or
        contributed to a Pension Plan that is subject to Subtitles C or D of Title
        IV of
        ERISA or (ii) maintains or has an obligation to contribute to or has within
        the
        past six years maintained or had an obligation to contribute to a multiemployer
        plan as defined in Section 3(37) of ERISA.

       


      
        
           
            

        

        
          48

          
            

          

        

        
           
            

        

      

       

      (d)         There
        has been no amendment to or announcement by the Company or any of its
        Subsidiaries relating to, or change in employee participation or coverage
        under,
        any Benefit Plan which would increase materially the expense of maintaining
        such
        plan above the level of the expense incurred therefor for the most recent
        fiscal
        year.

       

      (e)         Each
        Benefit Plan complies in form and has been operated in substantial compliance
        with its terms and the requirements of ERISA, the Code and other applicable
        Laws. Each Benefit Plan which is subject to ERISA (the "ERISA
        Plans") that is an "employee pension benefit plan" within the meaning of
        Section 3(2) of ERISA ("Pension
        Plan") and that is intended to be qualified under Section 401(a) of the
        Code, has received a favorable determination letter from the IRS, or is
        comprised of a master or prototype plan that has received an opinion from
        the
        IRS, covering all Tax Law changes prior to the Economic Growth and Tax Relief
        Reconciliation Act of 2001 or has applied to the IRS for such favorable
        determination letter within the applicable remedial amendment period under
        Section 401(b) of the Code, and to the knowledge of the Company no event
        has
        occurred that could reasonably be expected to result in revocation of any
        such
        favorable determination letter or the loss of the qualification of such ERISA
        Plan under Section 401(a) of the Code. To the Company's knowledge, neither
        the
        Company nor any of its Subsidiaries has engaged in a transaction with respect
        to
        any ERISA Plan that, assuming the Taxable period of such transaction expired
        as
        of the date hereof, could subject the Company or any Subsidiary to a Tax
        or
        penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA
        in
        an amount which would be material. Neither the Company nor any of its
        Subsidiaries has incurred or reasonably expects to incur a material Tax or
        penalty imposed by Section 4980F of the Code or Section 502 of
        ERISA.

       

      (f)         Except
        as set forth on Section
        5.24(f) of the Company Disclosure Schedule,
        as of the date
        hereof, there is no material pending or, to the best knowledge of the Company,
        threatened litigation relating to the Benefit Plans. Neither the Company
        nor any
        of its Subsidiaries has any obligations for retiree health and life benefits
        under any Benefit Plan or collective bargaining agreement. The Company or
        its
        Subsidiaries may amend or terminate any such plan at any time without incurring
        any liability thereunder other than in respect of claims incurred prior to
        such
        amendment or termination.

       

      (g)         Neither
        the execution of this Agreement or the Stock Purchase Agreement nor the
        consummation of the Transactions will (w) entitle any employees of the Company
        or any of its Subsidiaries to severance pay or any increase in severance
        pay
        upon any termination of employment after the date hereof, (x) accelerate
        the
        time of payment or vesting or result in any payment or funding (through a
        grantor trust or otherwise) of compensation or benefits under, increase the
        amount payable or result in any other material obligation pursuant to, any
        of
        the Benefit Plans, (y) limit or restrict the right of the Company or any
        of its
        Subsidiaries to merge, amend or terminate any of the Benefit Plans or (z)
        result
        in payments under any of the Benefit Plans which would not be deductible
        under
        Section 162(m) or Section 280G of the Code. No Benefit Plan or other agreement
        provides any employee, director or other service provider of the Company
        or its
        Subsidiaries with any amount of additional compensation if such individual
        is
        provided amounts subject to excise or additional Taxes imposed under Sections
        409A or 4999 of the Code.

       


      
        
           
            

        

        
          49

          
            

          

        

        
           
            

        

      


       

      (h)         Neither
        the Company nor any of its Subsidiaries has any material liability by reason
        of
        an individual who performs or performed services for the Company or any of
        its
        Subsidiaries in any capacity being improperly excluded from participating
        in a
        Benefit Plan; and, except as would not reasonably be expected to have a Material
        Adverse Effect, each of the employees of the Company and its Subsidiaries
        has
        been properly classified by the Company and its Subsidiaries as "exempt"
        or
        "non-exempt" under applicable Law.

       

      Section
        5.25      Labor
        Matters. Except as set forth in Section
        5.25 of the Company Disclosure
        Schedule:

       

      (a)         Neither
        the Company nor any of its Subsidiaries is a party to any collective bargaining
        agreement or other labor union contract applicable to persons employed by
        the
        Company or its Subsidiaries, nor are they under any current obligation to
        bargain with any bargaining agent on behalf of any such persons, nor, to
        the
        best knowledge of the Company, are there any organizational campaigns, petitions
        or other unionization activities seeking recognition of a collective bargaining
        unit which could affect the Company or any of its Subsidiaries.

       

      (b)         There
        are no strikes, material organized slowdowns or material organized work
        stoppages pending or, to the best knowledge of the Company after due inquiry,
        threatened between the Company or any of its Subsidiaries, on the one hand,
        and
        any of their respective employees, on the other hand, and the Company has
        not
        experienced any such strike, slowdown or work stoppage within the past three
        (3)
        years.

       

      (c)         Neither
        the Company nor any of its Subsidiaries has breached or otherwise failed
        to
        comply with the provisions of any collective bargaining or union contract
        that
        could reasonably be expected to have a Material Adverse Effect and, to the
        best
        knowledge of the Company, there are no grievances outstanding against the
        Company or any of its Subsidiaries under any such contract that could reasonably
        be expected to have a Material Adverse Effect.

       

      (d)         There
        are no unfair labor practice complaints pending against the Company or any
        of
        its Subsidiaries before the US National Labor Relations Board or any other
        Governmental Entity or any current union representation questions involving
        employees of the Company or any of its Subsidiaries that could have a Material
        Adverse Effect.

       

      (e)         The
        Company and its Subsidiaries are currently in material compliance in all
        material respects with all applicable Laws relating to the employment of
        labor,
        including those related to wages (including the payment of overtime), hours,
        worker classifications (including proper classification of any independent
        contractors or consultants), collective bargaining, unemployment insurance,
        workers' compensation, discrimination, record-keeping and the
        payment.

       

      (f)         To
        the best knowledge of the Company, each employee of the Company who is located
        in the United States and is not a United States citizen has all necessary
        approvals and authorizations necessary to work in the United States in
        accordance with applicable Law.

       

      (g)         Each
        of the Company and its Subsidiaries has paid in full to all employees, or
        adequately reserved in accordance with the Company's historical
        accounting

       


      
        
           
            

        

        
          50

          
            

          

        

        
           
            

        

      


       

      practices,
        policies and principles consistently applied, all wages, salaries, commissions,
        bonuses, benefits and other compensation due to or on behalf of such employees
        except to the extent as has not had, and would not reasonably be expected
        to
        have, individually or in the aggregate, a Material Adverse Effect.

       

      (h)         There
        is no claim with respect to payment of wages, salary or overtime pay that
        has
        been asserted or, to the best knowledge of the Company, is now pending or
        threatened before any Governmental Entity with respect to any persons currently
        or formerly employed by the Company or any of its Subsidiaries except to
        the
        extent as has not had, and would not reasonably be expected to have,
        individually or in the aggregate, a Material Adverse Effect.

       

      (i)         As
        of the date hereof, neither the Company nor any of its Subsidiaries is a
        party
        to, or otherwise bound by, any consent decree with, or citation by, any
        Governmental Entity relating to employees.

       

      (j)         There
        is no charge or proceeding with respect to a material violation of any
        occupational safety or health standards that has been asserted or is now
        pending
        or, to the best knowledge of the Company, threatened with respect to the
        Company
        that could reasonably be expected to have a Material Adverse
        Effect.

       

      (k)         As
        of the date hereof, there is no charge of discrimination in employment or
        employment practices, for any reason, including, without limitation, age,
        gender, race, religion or other legally-protected category, or any alleged
        violation of any privacy Laws, which has been asserted or, to the best knowledge
        of the Company, is now pending or threatened before the United States Equal
        Employment Opportunity Commission, or any other Governmental Entity in any
        jurisdiction in which the Company or any of its Subsidiaries has employed
        or
        currently employs any Person that could reasonably expected to have a Material
        Adverse Effect.

       

      (l)         As
        of the date hereof, neither the Company nor any of its Subsidiaries has received
        written notice of the intent of any federal, state, local or foreign
        Governmental Entity responsible for the enforcement of labor or employment
        Laws
        to conduct an investigation with respect to or relating to the Company or
        any of
        its Subsidiaries and no such investigation is in progress.

       

      (m)           Except
        as set forth in Section
        5.25(m) of the Company Disclosure Schedule,
        as of the date
        hereof, neither the Company nor any of its Subsidiaries is aware that any
        officer intends to terminate employment with the Company or its Subsidiaries,
        as
        applicable.

       

      Section
        5.26      No
        Undisclosed
        Relationships. Except as set forth on Section
        5.26 of the Company Disclosure Schedule,
        no relationship,
        direct or indirect, exists between or among the Company, on the one hand,
        and
        the directors, officers, stockholders or other Affiliates of the Company,
        on the
        other, that would be required by the Securities Act to be described in a
        registration statement to be filed with the SEC that has not been previously
        disclosed in an SEC Report.

       


      
        
           
            

        

        
          51

          
            

          

        

        
           
            

        

      


      Section
        5.27      Related
        Party
        Transactions. Except as disclosed in Section
        5.27 of the Company Disclosure Schedule,
        as of the date
        hereof, no executive officer or director of the Company: (a) has any cause
        of
        action or other claim whatsoever against, or owes any amounts to, the Company;
        (b) owns, directly or indirectly, in whole or in part, any tangible or
        intangible property which the Company is using or which is necessary for
        the
        business of the Company; (c) owns, other than ownership of less than 1% of
        the
        issued and outstanding equity of a publicly listed company, any direct or
        indirect interest of any kind in, or is an Affiliate or employee of, or
        consultant or lender to, or borrower from, or has the right to participate
        in
        the management, operations or profits of, any Person that is (i) a competitor,
        supplier, customer, client, distributor, lessor, tenant, creditor or debtor
        of
        the Company, (ii) engaged in a business related to the business of the Company
        or (iii) participating in any transaction to which the Company is a party;
        or
        (d) otherwise is or has been a party to any contract or transaction with
        the
        Company, except for their respective employment contracts with the
        Company.

       

      Section
        5.28      Company
        Not an
        "Investment Company". The Company is not, nor after receipt of the
        Contribution Assets and consummation of the other Transactions will then
        be,
        required to register as an "investment company" under the Investment Company
        Act.

       

      Section
        5.29      No
        Unlawful
        Payments; Compliance with Certain Laws.

       

      (a)         Neither
        the Company nor, to the knowledge of the Company, any director, officer,
        agent,
        employee or other Person associated with or acting on behalf of the Company,
        in
        each case in their capacity as such with the Company, has (i) used any corporate
        funds for any unlawful contribution, gift, entertainment or other unlawful
        expense relating to political activity; (ii) made any direct or indirect
        unlawful payment to any foreign or domestic government official or employee
        from
        corporate funds; (iii) violated or is in violation of any provision of the
        US
        Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff,
        influence payment, kickback or other unlawful payment.

       

      (b)         The
        operations of the Company are and have been conducted at all times in
        compliance, in all material respects, with applicable financial recordkeeping
        and reporting requirements of the US Currency and Foreign Transactions Reporting
        Act of 1970, as amended, the money laundering statutes of all jurisdictions,
        the
        rules and regulations thereunder and any related or similar rules, regulations
        or guidelines, issued, administered or enforced by any governmental agency
        (collectively, the "Money
        Laundering Laws") and no action, suit or proceeding by or before any
        court or governmental agency, authority or body or any arbitrator involving
        the
        Company with respect to the Money Laundering Laws is pending or, to the
        knowledge of the Company, threatened.

       

      (c)         None
        of the Company or, to the knowledge of the Company, any director, officer,
        agent, employee or Affiliate of the Company, excluding Harbinger, in each
        case
        in their capacity as such with the Company, is currently subject to any US
        sanctions administered by the Office of Foreign Assets Control of the US
        Department of the Treasury ("OFAC");
        and the Company will not directly or indirectly use the Contribution Assets
        hereunder or the proceeds from the issuance of the Harbinger Purchased Shares
        or
        the proceeds from the Debt Financing, or lend, contribute or otherwise make
        available such proceeds to any Subsidiary, joint

       


      
        
           
            

        

        
          52

          
            

          

        

        
           
            

        

      


       

      venture
        partner or other Person or entity, for the purpose of financing the activities
        of any Person currently subject to any US sanctions administered by
        OFAC.

       

      Section
        5.30      No
        Restriction
        on Distributions. Except as set forth in the Company's outstanding
        Indebtedness on the date hereof listed in Section
        5.7(b) of the Company Disclosure Schedule,
        pursuant to
        applicable Law or as disclosed in Section
        5.30 of the Company Disclosure Schedule,
        no Subsidiary of
        the Company is currently prohibited, directly or indirectly, from paying
        any
        dividends to the Company, from making any other distribution on such
        Subsidiary's capital stock, from repaying to the Company any loans or advances
        to such Subsidiary from the Company or from transferring any of such
        Subsidiary's property or assets to the Company or any other Subsidiary of
        the
        Company.

       

      Section
        5.31      No
        Brokers. As of the date hereof, no agent, broker, investment banker,
        financial advisor or other Person (other than Morgan Stanley & Co.
        Incorporated) is or shall be entitled, as a result of any action, agreement
        or
        commitment of the Company or of any of its Affiliates, to any broker's,
        finder's, financial advisor's or other similar fee or commission in connection
        with any of the Transactions. The Company has provided to Harbinger a complete
        copy of the engagement letter it has entered into with Morgan Stanley & Co.
        Incorporated.

       

      Section
        5.32      No
        Other
        Representations or Warranties. Except as otherwise expressly set forth in
        this Article
        V, as supplemented by the Company Disclosure
        Schedule, none
        of the Company, its Subsidiaries or MSV, nor any other Person acting on their
        behalf, makes any representation or warranty, express or implied, in connection
        with this Agreement.

       

       

      ARTICLE
        VI

       

      CLOSING
        DELIVERIES

       

      Section
        6.1        Deliveries
        by
        Harbinger at the Closings. Harbinger Master, Harbinger Special, and
        Harbinger Satellite Fund shall deliver, or cause a Harbinger Designee to
        deliver, as applicable, to the Company:

       

      (a)         at
        the Contribution Shares Closing, (i) duly executed transfers in favor of
        the
        Company or its nominee(s) in respect of all of the Contribution Shares, together
        with the share certificates representing the Contribution Shares and/or any
        and
        all other instruments and documents reasonably necessary to effect the
        indefeasible transfer to the Company or its nominee(s) of the Contribution
        Shares being contributed to the Company pursuant to this Agreement and to
        cause
        the Contribution Shares to be registered in the name of the Company (following
        payment by the Company of any Stamp Duty payable in respect of the transfer
        of,
        or agreement to transfer, the Contribution Shares) which if the Contribution
        Shares are held in CREST at the Contribution Shares Closing shall mean giving
        TTE instructions to CRESTCo to transfer the Contribution Shares to the original
        available balance of the Company so that the TTE instructions settle no later
        than 3:00 pm (London time) on the Contribution Shares Closing Date; or (ii)
        if
Section
        2.1(b) applies, any and all instruments as
        may be necessary
        to comply with the terms of the Scheme (or, as the case may be, any separate
        scheme of arrangement that is conditioned on the Scheme);

       


      
        
           
            

        

        
          53

          
            

          

        

        
           
            

        

      


       

      (b)         at
        the Convertible Bonds Closing, if Section
        2.1(a)(ii)(A) applies, all
        instruments necessary to credit the Convertible Bonds to the relevant account
        of
        the Company at Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme,
        as applicable, and as notified by the Company to Harbinger in accordance
        with
Section
        21.3 at least two (2) Business Days prior
        to the
        Convertible Bonds Closing, to effect the indefeasible transfer to the Company
        of
        the Convertible Bonds pursuant to this Agreement;

       

      (c)         at
        the Convertible Bonds Closing, if Section
        2.1(a)(ii)(B) applies, (i) any
        and all instruments reasonably necessary to effect the indefeasible transfer
        to
        the Company of the Converted Shares being contributed to the Company pursuant
        to
        this Agreement and to cause the Converted Shares to be registered in the
        name of
        the Company (following payment of any Stamp Duty payable in respect of the
        transfer of, or agreement to transfer, the Converted Shares) which if the
        Contribution Shares are held in CREST at the Contribution Shares Closing
        shall
        mean giving TTE instructions to CRESTCo to transfer the Contribution Shares
        to
        the available balance of the Company so that the TTE instructions settle
        no
        later than 3:00 pm (London time) on the Contribution Shares Closing Date;
        or
        (ii) if Section
        2.1(b) applies, any and all instruments
        as may be necessary
        to comply with the terms of the Scheme (or, as the case may be, any separate
        scheme of arrangement that is conditioned on the Scheme);

       

      (d)         at
        the Convertible Bonds Closing, if Section
        2.1(a)(ii)(C) applies, an amount
        equal to the Cash Redemption Amount, payable by wire transfer to an account
        notified in writing by the Company to Harbinger at least three (3) Business
        Days
        prior to the Convertible Bonds Closing Date;

       

      (e)         at
        the TVCC Contribution Closing, the TVCC Certificate duly executed by Harbinger
        and any and all instruments reasonably necessary to effect the indefeasible
        assignment, transfer and delivery to the Company of the TVCC LLC Interests
        being
        contributed to the Company pursuant to this Agreement and to cause the TVCC
        LLC
        Interests to be registered in the name of the Company;

       

      (f)         at
        each Contribution Closing, one or more certificates, given by a director
        of
        Harbinger Master and/or the secretary of the general partner of Harbinger
        Special (as the case may be), in form and substance reasonably satisfactory
        to
        the Company, dated as of the Contribution Shares Closing Date, the Convertible
        Bonds Closing Date or the TVCC Contribution Closing Date, as the case may
        be,
        certifying as to (i) the Organizational Documents of Harbinger Master and
        Harbinger Special; (ii) the resolutions of the governing boards of each of
        Harbinger Master and Harbinger Special authorizing the execution and performance
        of this Agreement and the relevant Contribution; and (iii) the incumbency
        and
        signatures of the relevant directors or other persons of Harbinger Master
        and
        the secretary of the general partner of Harbinger Special executing this
        Agreement and any related documents or certificates; and

       

      (g)         at
        the Stock Purchase Closing, any and all instruments and documents required
        pursuant to the Stock Purchase Agreement.

       

      Section
        6.2        Deliveries
        by
        the Company, and MSV at the Closings. The Company and MSV shall deliver
        to Harbinger:

       


      
        
           
            

        

        
          54

          
            

          

        

        
           
            

        

      

       

      (a)         at
        each Contribution Closing, one or more certificates evidencing the Harbinger
        Contribution Shares to be issued at such Contribution Closing registered
        in the
        name of Harbinger Master, Harbinger Special, Harbinger Fund, Harbinger Satellite
        Fund and/or a Harbinger Designee, as instructed in writing by Harbinger at
        least
        one (1) Business Day prior to the Contribution Shares Closing Date, the
        Convertible Bonds Closing Date or the TVCC Contribution Closing Date, as
        the
        case may be;

       

      (b)         at
        each Contribution Closing, an opinion from Skadden, Arps, Slate, Meagher
&
Flom LLP, special counsel for the Company, dated the Contribution Shares
        Closing
        Date, the Convertible Bonds Closing Date or the TVCC Contribution Closing
        Date,
        as the case may be, and addressed to Harbinger Master, Harbinger Special,
        Harbinger Fund, Harbinger Satellite Fund and any relevant Harbinger Designee,
        in
        a form reasonably acceptable to Harbinger;

       

      (c)         at
        each Contribution Closing, a certificate, in form and substance reasonably
        satisfactory to Harbinger, dated as of the Contribution Shares Closing Date,
        the
        Convertible Bonds Closing Date or the TVCC Contribution Closing Date, as
        the
        case may be, certifying as to (i) the Organizational Documents of the Company
        and MSV; (ii) the resolutions of the Company’s Board and the general
        partner of MSV authorizing the execution and performance of this Agreement
        and
        the issuance of the Harbinger Contribution Shares to be issued at such
        Contribution Closing; and (iii) the incumbency and signatures of the officers
        of
        the Company, MSV and MSV LLC executing this Agreement and any related documents
        or certificates;

       

      (d)         at
        the Stock Purchase Closing, any and all instruments and documents required
        pursuant to the Stock Purchase Agreement; and

       

      (e)         on
        the Closing Date, the Company shall deliver to the relevant Sponsor Fee Payees
        one or more certificates evidencing the issuance of the Sponsor Fee Shares
        registered in the name of the applicable Sponsor Fee Payees.

       

       

      ARTICLE
        VII

       

      POSSIBLE
        OFFER
        FOR TARGET

       

      Section
        7.1        Other
        Agreements.

       

      (a)         On
        the date of this Agreement, Harbinger and the Company shall enter into the
        Securities Purchase Agreement.

       

      (b)         On
        the date of this Agreement, Harbinger and the Company shall enter into the
        Stock
        Purchase Agreement.

       

      (c)         On
        the date of this Agreement, Harbinger and the Company shall enter into the
        Registration Rights Agreement.

       

      (d)         On
        the Option Closing Date, LeaseCo and the Company shall enter into the Consulting
        Agreement.

       


      
        
           
            

        

        
          55

          
            

          

        

        
           
            

        

      


      Section
        7.2        Possible
        Offer
        Announcement. The Parties shall procure the release of the Possible Offer
        Announcement to a Regulatory Information Service at or about 7.00 a.m. (London
        time) on the Business Day immediately following the date of this Agreement,
        or
        at such other time and date as may be agreed by the Parties.

       

      Section
        7.3        Legal
        and
        Regulatory Requirements in Connection with Possible Offer Announcement.
        The Parties shall use their reasonable best efforts to comply with all necessary
        and applicable legal and/or regulatory requirements in connection with the
        issuance of the Possible Offer Announcement, including (i) making all necessary
        filings as are required with the SEC or any other securities regulatory
        authority or stock exchange, and (ii) seeking and obtaining from the SEC
        or any
        other securities regulatory authority or stock exchange such "no-action",
        exemptive or other interpretive relief as may be necessary in connection
        with
        the performance by the Parties of this Agreement or the Stock Purchase Agreement
        or the Transactions. The Parties shall procure that the Possible Offer
        Announcement complies with the requirements of the UK Takeover Code and that
        the
        Possible Offer Announcement is only released after due consultation with
        the UK
        Takeover Panel and in compliance with the requirements of the UK Takeover
        Panel.

       

       

      ARTICLE
        VIII

       

      REGULATORY
        APPROVALS

       

      Section
        8.1        General.
        The Parties will, as soon as reasonably practicable, except if in Harbinger's
        discretion a filing or notification should be delayed in order for the relevant
        Regulatory Approval to remain effective, seek to obtain all Regulatory Approvals
        for (i) the change in control of the Company pursuant to the Apollo
        Transaction and as contemplated herein; (ii) the increase in foreign
        ownership of the Company up to 100% through the issuance of the Harbinger
        Shares
        and/or any other shares of Common Stock to be issued to Harbinger pursuant
        to
        the Transaction; (iii) the Contribution; and (iv) the making and
        implementation of the Proposal, in each case as contemplated by this Agreement,
        the Stock Purchase Agreement, the Securities Purchase Agreement, the Possible
        Offer Announcement and the Apollo Transaction. For the purposes of this
        Agreement, (A) "Initial Agreed
        Regulatory Approvals" means: (1) FCC approval for transfer of control of
        the MSV FCC Licenses and the Target FCC Licenses; (2) FCC approval for transfer
        of control of the TVCC Lease; (3) HSR Act notification for change of control
        of
        the Target; (4) notification to the European Commission of the concentration,
        or
        equivalent filings with Member States, as determined, on or prior to the
        Notification Date, by Harbinger and/or (in the case of a notification or
        equivalent filing that may be made on the basis of the Possible Offer
        Announcement) the Company; and (B) "Other Regulatory Approvals" means: (1)
        other required non-US/non-EU antitrust or regulatory approvals for the
        acquisition of the Target, as determined, on or prior to the Notification
        Date,
        by Harbinger and/or (in the case of an approval that may be obtained on the
        basis of the Possible Offer Announcement) the Company and (2) other non-US
        satellite regulatory approvals, waivers, directions, consents, orders decisions
        (or any similar action) in respect of the change of control of any licenses
        and/or frequency assignments held by, or on behalf of, the Company and the
        Target or any of their Subsidiaries, as determined, on or prior to the
        Notification Date, by Harbinger and/or (in the case of any regulatory approval,
        waiver, direction, consent, orders decision (or any similar
        action)  that may be obtained on the basis of the Possible Offer
        Announcement) the Company.

       


      
        
           
            

        

        
          56

          
            

          

        

        
           
            

        

      


      Section
        8.2        Cooperation.
        The Parties agree to cooperate with each other in obtaining the Regulatory
        Approvals. To the extent permitted by relevant regulatory requirements,
        Harbinger will take the lead in making all filings and notifications to,
        and
        discussions with and responses to, the relevant Competition Authorities and
        Regulatory Authorities in order to obtain the Regulatory Approvals.

       

      (a)         Where
        Harbinger takes the lead in making a filing or notification, Harbinger or
        a
        Harbinger-nominated advisor will (A): (i) prepare the relevant filing or
        notification, provided, however, that the Company (and/or its Subsidiaries
        as
        appropriate) shall have the right to review and comment on any filings or
        notifications and Harbinger shall consider the Company's comments (and/or
        the
        comments of the Company's Subsidiaries as appropriate) in good faith, (ii)
        make
        the relevant filing or notification, provided, that if the Company (and/or
        one
        of its Subsidiaries, as appropriate) is required to be a party to such filing
        or
        notification, the Company shall be reasonably satisfied with factual statements
        relating to the Company and/or its Subsidiaries as the case may be, (iii)
        discuss the filing or notification with the relevant Authorities, and (iv)
        prepare any necessary responses to the relevant Authorities; and (B): (i)
        keep
        the Company apprised of the status of any communications with, and inquiries
        for
        additional information from, such Authorities and promptly provide the Company
        with copies of all relevant documentation in relation thereto, (ii) consult
        with the Company (and its Subsidiaries as appropriate) with respect to the
        application process and the contents of any filing or notification, and
        (iii) provide the Company with reasonable notice informing it in advance of
        any meeting with any Authority so that the Company and its Subsidiaries as
        appropriate and (subject to the parties' working together to eliminate
        unnecessary duplication of costs) their legal advisors, as appropriate, may
        attend and participate at any meeting or conference with such Authority.
        The
        Company shall use reasonable best efforts: (i) to assist Harbinger to
        effect (a)(A) above, (ii) to promptly supply Harbinger with any information
        that
        may be required to make such filings or notifications, and (iii) to keep
        Harbinger apprised of the status of any communications with, and inquiries
        or
        requests for additional information from, such Authorities and to promptly
        provide Harbinger with copies of all documentation in relation
        thereto.

       

      (b)         To
        the extent Harbinger is not permitted by the relevant regulatory requirements
        to
        take the lead in making any such filings and notifications, the Company (or
        its
        Subsidiaries as the case may be) will be responsible for the preparation
        of all
        filings and notifications to, and discussions with and responses to, the
        relevant Authorities in order to obtain the Regulatory Approvals. Where the
        Company (or its Subsidiaries as the case may be) is responsible for making
        a
        filing or notification, the Company (or its Subsidiaries as the case may
        be) and
        its legal advisors shall (A): (i) make the filing or notification, provided
        that
        Harbinger shall be reasonably satisfied with factual statements relating
        to
        Harbinger, (ii) discuss the filing or notification with the relevant
        Authorities, and (iii) file any necessary responses with the relevant
        Authorities; (B): (i) keep Harbinger apprised of the status of any
        communications with, and inquiries or requests for additional information
        from,
        such Authorities and promptly provide Harbinger with copies of all documentation
        in relation thereto, (ii) consult with Harbinger with respect to the application
        process and the contents of any filing or notification, and (iii) provide
        Harbinger with reasonable notice informing Harbinger in advance of any meeting
        or conference with any Authority so that Harbinger and Harbinger's advisors
        may
        attend and participate, to the extent permissible, at any such meeting.
        Harbinger will (i) prepare drafts of the relevant filings or notifications,
        (ii)
        prepare drafts of any responses to any Authorities, (iii) have the right
        to

       


      
        
           
            

        

        
          57

          
            

          

        

        
           
            

        

      


       

      review
        and comment on any filings or notifications to be filed by the Company (or
        its
        Subsidiaries as the case may be), and the Company shall consider Harbinger's
        comments in good faith, (iv) use its reasonable best efforts to assist the
        Company (or its Subsidiaries as the case may be) to effect (b)(A) above,
        (v) use
        its reasonable best efforts to promptly supply the Company with any information
        that may be required to make such filings or notifications, and (vi) have
        the
        right to attend any meetings or conferences with any Authorities and veto
        any
        submissions or final filings to be made by the Company or its Subsidiaries
        as
        the case may be. The Company (or its Subsidiaries as the case may be) shall
        permit duly authorized representatives of Harbinger to be present and
        participate at any meeting or conference with any Authority.

       

      (c)         Harbinger
        and the Company (or its Subsidiaries as the case may be) will together use
        their
        reasonable best efforts (including, without limitation, meeting with any
        Authorities and providing the relevant materials and making available relevant
        employees) to seek to resolve promptly any objections that may be asserted
        by
        any Authority or any other Governmental Entity; provided however that Harbinger
        shall not be required to agree to any fine, divestiture or any other penalty
        or
        remedy, or the impositions of any limitation on its ability to conduct any
        of
        its businesses or to own or exercise control of any of its assets and
        properties. Subject to Sections 13.8,
21.12(a) and
Section
        21.12(b),
all
        of the costs and expenses to be borne
        by the Parties in connection with obtaining the Regulatory Approvals shall
        be
        borne by the Party incurring the relevant cost and expense, provided that
        the
        Parties and their advisors shall work together to eliminate or minimize any
        unnecessary duplication of costs.

       

      Section
        8.3        FCC
        Approval. Each of the FCC Parties shall use its reasonable best efforts
        to file the FCC applications seeking the FCC Approval, with the exception
        of the
        FCC application seeking FCC approval for transfer of control of the TVCC
        Lease,
        on or before the date that is 30 days after the Possible Offer Announcement
        or
        such later date as the FCC Parties may mutually agree. Each of the FCC Parties
        shall file the FCC application seeking the FCC Approval for transfer of control
        of the TVCC Lease at such time as is determined by Harbinger. Each of the
        FCC
        Parties shall use its reasonable best efforts to prosecute the FCC applications
        and obtain the FCC Approvals, cooperate in providing all information requested
        by the FCC and take all steps reasonably necessary or appropriate to prepare,
        file and prosecute such applications and obtain the FCC Approvals in each
        case
        in accordance with the terms and conditions set forth in this Section
        8.3 and subject at all times to the terms
        and conditions
        set forth in Section
        8.2. If any Person petitions the FCC
        to deny or otherwise
        challenges the applications for the FCC Approvals or any other application
        filed
        or amended to effectuate the purposes of this Agreement, the Stock Purchase
        Agreement or the consummation of the Transactions, or in the event the FCC
        grants the applications for the FCC Approvals or any other application filed
        or
        amended to effectuate the purposes of this Agreement, or the Stock Purchase
        Agreement or the consummation of the Transactions and any Person petitions
        for
        stay, review or reconsideration of such grant before the FCC, or seeks judicial
        stay or review of such grant, then each of the FCC Parties shall use its
        reasonable best efforts to oppose such petition or challenge before the FCC
        and
        vigorously defend the grant of such applications by the FCC diligently and
        in
        good faith, provided that the FCC Parties shall not have any obligation to
        participate in any evidentiary hearing on any such application. Should the
        FCC
        deny any such application or grant any such application subject to material
        adverse conditions, each of the FCC Parties shall utilize its reasonable
        best
        efforts to secure timely reconsideration or review of such denial or
        conditions,

       


      
        
           
            

        

        
          58

          
            

          

        

        
           
            

        

      


       

      provided
        that the FCC Parties shall not have any obligation
        to participate in any evidentiary hearing on any such denial or imposition
        of
        conditions. The FCC Parties shall give each other a reasonable opportunity
        to
        review any and all pleadings, documents, applications and other materials
        filed
        by the FCC Parties with respect to any of the foregoing prior to its filing,
        provided that no such filing will be made without the prior review and approval
        of Harbinger, and further provided that if the Company or any of its
        Subsidiaries is required to be a party to such filing, the Company shall
        be
        reasonably satisfied with the factual statements therein relating to the
        Company
        or any of its Subsidiaries, as the case may be. The FCC Parties shall promptly
        provide to each other copies of all material communications with the FCC
        related
        to the applications for the FCC Approval and provide to each other a reasonable
        opportunity to contribute to and review any and all pleadings, documents,
        applications and other materials filed with the FCC by each other. If
        consummation of the Transactions referred to in Section
        8.1(i)
        to
(iv) above or otherwise
        contemplated by this Agreement or the Stock Purchase Agreement requires the
        approval of Industry Canada and other Authorities in Canada including the
        Competition Bureau and Investment Canada, the obligations of Harbinger and
        the
        Company under this Article
        VIII shall apply mutatis
        mutandis to applications, pleadings, documents and other materials and
        communications required to be filed with Industry Canada. The FCC Parties
        further agree that they will use their reasonable best efforts to assist
        in any
        further applications that Harbinger or its Affiliates may make in the future
        with FCC and Industry Canada relating to the FCC Parties.

       

      Section
        8.4        HSR
        Act. As soon as reasonably practicable after the date hereof, and in
        any
        event no later than 30 days following the date of the Possible Offer
        Announcement (or such later date as the Parties may mutually agree), Harbinger
        and the Company shall file or cause to be filed with the FTC and the Antitrust
        Division of the DoJ, the notifications under the HSR Act required in connection
        with the transactions described in Section
        8.1(i)
        to
(iv) and otherwise as
        contemplated by this Agreement or the Stock Purchase Agreement. Such filing
        process shall be conducted in accordance with Section
        8.2.

       

      Section
        8.5        EC
        Merger
        Regulation. If the transactions referred to in Section
        8.1(i) to (iv) and otherwise as contemplated
        by the Agreement
        or the Stock Purchase Agreement give rise to a concentration with a Community
        dimension pursuant to Council Regulation (EC) 139/2004 (the "Merger Regulation"), or are to be
        examined by the European Commission (the "European Commission") as a result of a
        referral under Articles 4(5) or 22(3) of the Merger Regulation, Harbinger
        Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund shall
        file a notification with the European Commission for a decision approving
        the
        concentration constituted by the acquisition of the Target. Such filing process
        shall be conducted in accordance with Section
        8.2.

       

      Section
        8.6        Other
        Anti-Trust Approvals. In respect of all other Regulatory Approvals where
        Harbinger is permitted under relevant regulatory requirements to take the
        lead
        in making the filings and notifications, Harbinger Master, Harbinger Special
        and
        Harbinger Satellite Fund shall file with the relevant Competition Authorities
        such other merger control filings, if any, required to be made in relation
        the
        transactions referred to in Section
        8.1(i) to (iv) and otherwise as contemplated
        by this Agreement
        or the Stock Purchase Agreement, or as otherwise determined, on or prior
        to the
        Notification Date, by Harbinger and/or (in the case of a filing that may
        be made
        on the basis of the Possible Offer Announcement) the Company. To the extent
        legally required by any such filing, the Parties shall suspend the completion
        of
        the

       


      
        
           
            

        

        
          59

          
            

          

        

        
           
            

        

      


       

      transactions
        referred to in Section
        8.1(i) to (iv) until clearance is expressly
        obtained with the
        adoption by each of the Competition Authorities of a decision of equivalent
        effect to any of those set out in Section
        8.5 or there is
        deemed clearance. In
        respect of all Regulatory Approvals where Harbinger is not permitted under
        relevant regulatory requirements to take the lead in making the filings and
        notifications, the Company (or its Subsidiaries as the case may be) shall
        file
        with the Competition Authorities such additional merger control filings,
        if any,
        required to be made in relation to the transactions referred to in Section
        8.1(i) to (iv) and otherwise as contemplated
        by this Agreement
        or the Stock Purchase Agreement, or as otherwise determined, on or prior
        to the
        Notification Date, by Harbinger and/or (in the case of a filing that may
        be made
        on the basis of the Possible Offer Announcement) the Company. To the extent
        that
        such filing legally requires, the Parties shall suspend the completion of
        the
        transactions referred to in Section
        8.1(i) to (iv) until clearance is expressly
        obtained, with the
        adoption by each of the Competition Authorities of a decision of equivalent
        effect to any of those set out in Section
        8.5 or there is deemed clearance. Such
        filing process,
        whether effected by Harbinger or the Company, shall be made in accordance
        with
Section
        8.2.

       

      Section
        8.7        Other
        Telecommunications/Frequency Approvals. Harbinger Master, Harbinger
        Special and Harbinger Satellite Fund and/or the Company (or its Subsidiaries
        as
        the case may be) shall make filings, applications and notifications to any
        other
        relevant Regulatory Authorities (including, without limitation, the British
        National Space Centre) to obtain such other regulatory consents, authorizations,
        approvals, permits or waivers as Harbinger, and/or the Company identify as
        being
        necessary or desirable in connection with the transactions referred to in
        Section
        8.1(i) to (iv) and otherwise as contemplated
        by this Agreement
        or the Stock Purchase Agreement. Where it is not possible for Harbinger and/or
        the Company (or its Subsidiaries as the case may be) to make such filings,
        applications and notifications to the relevant Regulatory Authorities in
        order
        to seek formal regulatory consents, authorizations, approvals, permits or
        waivers, then Harbinger may, or may direct that it and/or the Company (or
        its
        Subsidiaries as the case may be) shall, commence any informal procedures
        which
        can be pursued with the relevant Regulatory Authorities until such time as
        formal regulatory consents, authorizations, approvals, permits or waivers
        can be
        sought from such relevant Regulatory Authorities. Such filings, applications
        and
        notifications shall be made in accordance with Section
        8.2.

       

      Section
        8.8        Failure
        to
        Obtain Initial Agreed Regulatory Approvals. This Agreement may be
        terminated upon notice by either the Company or Harbinger to the other (provided
        that no Party that is in material breach of this Agreement may terminate
        this
        Agreement hereunder) in the event that an Initial Agreed Regulatory Approval
        cannot be obtained on or before the Closing Date and the failure to so obtain
        such Initial Agreed Regulatory Approval would be reasonably expected to have
        a
        Material Adverse Effect on the combined business of the Target and the Company.
        In the event that a Party decides to terminate the Agreement pursuant to
        this
Section
        8.8, such Party shall be required to
        notify the other Party,
        in writing, of its decision to terminate the Agreement. Prior to giving any
        such
        written notification, the terminating Party shall consult with the other
        Party
        with respect to its decision to terminate the Agreement.

       

      Section
        8.9        Conditions
        to
        Regulatory Approvals. This Agreement may be terminated upon notice by
        either the Company or Harbinger to the other (provided that no
        Party

       


      
        
           
            

        

        
          60

          
            

          

        

        
           
            

        

      


       

      that
        is in material breach of this Agreement may terminate
        this Agreement hereunder) in the event that an Authority or Governmental
        Entity
        imposes any condition on a Regulatory Approval which would be reasonably
        expected to have a Material Adverse Effect on the combined business of the
        Target and the Company. In the event that a Party decides to terminate the
        Agreement pursuant to this Section 8.9 such
        Party shall be required to notify the other Party, in writing, of its decision
        to terminate the Agreement. Prior to giving any such written notification,
        the
        terminating Party shall consult with the other Party with respect to its
        decision to terminate the Agreement.

       

      Section
        8.10      Waiver
        of
        Regulatory Approvals
        without
        Consent. Subject to Section
        8.11, Harbinger shall have the right to
        determine, in its sole
        discretion, whether to waive any Regulatory Approvals, provided that Harbinger
        shall not be permitted to waive a Regulatory Approval without the Company's
        prior written consent if (i) failure to obtain such Regulatory Approval would
        be
        reasonably expected to have a Material Adverse Effect on the combined business
        of the Target and the Company, or (ii) the matters specified in any of (i)
        to
        (iv) of Section
        8.1 could not be consummated in the absence
        of obtaining
        the relevant Regulatory Approval without the Company breaching any applicable
        Laws. Harbinger shall notify the Company promptly of any determination it
        makes
        with respect to this Section
        8.10.

       

      Section
        8.11      Waiver
        of
        Initial Agreed Regulatory Approvals with Consent. Harbinger shall have
        the right to determine that an Initial Agreed Regulatory Approval is obtainable
        within the Offer timetable ordinarily permitted under the UK Takeover Code
        (and
        is therefore to be waived for the purposes of this Article
        VIII and instead to be included as a condition
        of the Firm
        Offer) only with the Company's prior written consent, with such consent not
        to
        be unreasonably withheld.

       

      Section
        8.12      Notification
        of Satisfaction Date. Harbinger shall notify the Company that the
        Satisfaction Date has occurred when Harbinger determines, in its sole
        discretion, that all of the Regulatory Approvals have been granted or satisfied
        on terms satisfactory to Harbinger or Harbinger has determined to waive any
        or
        all of the Regulatory Approvals in accordance with Sections 8.10 or
8.11.

       

       

      ARTICLE
        IX

       

      STOCKHOLDER
        APPROVALS

       

      Section
        9.1        Stockholder
        Approval. The Company shall take, in accordance with all applicable Law
        and its certificate of incorporation and bylaws, all actions reasonably
        necessary or advisable to obtain the approval of the holders of a majority
        of
        the issued and outstanding shares of Voting Common Stock to (A) approve an
        amendment to the certificate of incorporation of the Company to increase
        its
        authorized shares of Non-Voting Common Stock (the “Initial COI Amendment”) such that the
        aggregate number of outstanding but unissued shares of Non-Voting Common
        Stock
        is such amount as may be issued pursuant to the Warrants (as such term in
        defined in the Securities Purchase Agreement) and (B) an amendment to the
        certificate of incorporation of the Company to increase its authorized shares
        of
        Common Stock (the “Further COI
        Amendment” and together with the Initial COI Amendment, the “COI Amendments”) to 700,000,000
        shares
        of Voting Common Stock, being such amount as is needed

       


      
        
           
            

        

        
          61

          
            

          

        

        
           
            

        

      


       

      for
        the issuance of: (i) the Harbinger Purchased Shares;
        (ii) the Harbinger Contribution Shares; (iii) the Sponsor Fee Shares; (iv)
        the
        Offer Shares; and (v) the Non-Voting Common Stock Conversion (the "Stockholder Approval"). The Company
        shall use its reasonable best efforts to obtain within 10 Business Days after
        the date hereof sufficient consents in writing of stockholders of the Company
        pursuant to Section 228 of the DGCL as are necessary to cause the Stockholder
        Approval to be obtained in accordance with Section
        9.4 below.

       

      Section
        9.2        Board
        Approval. The Company's Board by resolutions duly adopted at a meeting
        duly called and held, which resolutions have not been subsequently rescinded,
        modified or withdrawn in any way, has by unanimous vote (i) determined that
        the COI Amendments are fair to, advisable and in the best interests of the
        Company's stockholders other than Harbinger, (ii) approved the COI
        Amendments and (iii) recommended approval and adoption of the COI Amendments
        by
        the stockholders of the Company.

       

      Section
        9.3        Information
        Statement, Other Filings.

       

      (a)         (i)
        The Company shall prepare and file with the SEC as promptly as practicable
        (and
        in any event use its reasonable best efforts to file within 60 Business Days
        after the date of this Agreement) one or more preliminary information
        statements on Schedule 14C of the Exchange Act relating to the Stockholder
        Approval of the Initial COI Amendment and the Further COI
        Amendment (each as amended or supplemented from time to time, the
        "Information
        Statement"),
        provided, however, that if the Company is required by the SEC to include
        historical financial information of the Target and/or prepare pro-forma
        financial information relating to the combination of the Company with the
        Target
        as part of either Information Statement, such time shall be extended for
        a
        reasonable period to allow the Company to obtain or prepare such financial
        information and (ii)
        as promptly as practicable, each of the Company, Harbinger Master, Harbinger
        Special, Harbinger Fund and Harbinger Satellite Fund shall, or shall cause
        its
        respective Affiliates to, prepare and file with the SEC all other documents
        that
        are required to be filed by such Party in connection with the Transactions
        (the
        "Other
        Filings") including amending the Information Statement as may be required
        so as to obtain the approval of the SEC to mail the Information Statement
        to the
        stockholders of the Company. Each of the Company, Harbinger Master, Harbinger
        Special, Harbinger Fund and Harbinger Satellite Fund shall promptly obtain
        and
        furnish to the others such information concerning itself and its Affiliates
        that
        is required to be included in the Information Statement or, to the extent
        applicable, the Other Filings, or that is customarily included therein. Each
        of
        the Company, Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger
        Satellite Fund shall use its reasonable best efforts to respond as promptly
        as
        practicable to any comments of the SEC with respect to the Information Statement
        or the Other Filings, and the Company shall use its reasonable best efforts
        to
        cause the definitive Information Statement to be mailed to the Company's
        stockholders within two (2) Business Days after the SEC clears the Information
        Statement. Each Party shall immediately notify the other Party upon the receipt
        of any comments from the SEC or its staff or any request from the SEC or
        its
        staff for amendments or supplements to the Information Statement or the Other
        Filings and shall provide the other Party with copies of all correspondence
        between it and its representatives, on the one hand, and the SEC and its
        staff,
        on the other hand, relating to the Information Statement or the Other Filings.
        If any information relating to the Company, Harbinger or any of their respective
        Affiliates, officers or directors, should be discovered by the Company or
        Harbinger which should be set forth in an amendment or supplement to the
        Information Statement or the Other Filings, so that the Information Statement
        or
        the Other Filings shall not contain any untrue statement of a material fact
        or
        omit to state any material fact required to be stated therein or necessary
        in
        order to make the statements therein, in light of the circumstances under
        which
        they are made, not misleading, the Party that discovers such information
        shall
        immediately notify the other Party, and an appropriate

       


      
        
           
            

        

        
          62

          
            

          

        

        
           
            

        

      


       

      amendment
        or supplement describing such information shall be filed with the SEC and,
        to
        the extent required by applicable Law, disseminated to the stockholders of
        the
        Company. Notwithstanding anything to the contrary stated above, prior to
        filing
        or mailing the Information Statement (or filing the Other Filings (or, in
        each
        case, any amendment or supplement thereto)) or responding to any comments
        of the
        SEC with respect thereto, the Company shall provide Harbinger an opportunity
        to
        review and comment on the Information Statement and shall include in the
        Information Statement comments proposed by Harbinger, unless the Company
        has a
        reasonable objection to the inclusion of such comments in the Information
        Statement.

       

      (b)         The
        Information Statement and the Other Filings that are filed by the Company
        will
        comply as to form in all material respects with the requirements of the Exchange
        Act, and the rules and regulations promulgated thereunder. The Company hereby
        covenants and agrees that none of the information included or incorporated
        by
        reference in the Information Statement or in the Other Filings, other than
        that
        information with respect to Harbinger included in the form specified or provided
        by Harbinger specifically for inclusion in the Information Statement or the
        Other Filings, will, in the case of the Information Statement, at the date
        it is
        first mailed to the Company's stockholders or at the time of any amendment
        or
        supplement thereof, or, in the case of any Other Filing, at the date it is
        first
        mailed to the Company's stockholders or at the date it is first filed with
        the
        SEC, contain any untrue statement of a material fact or omit to state any
        material fact required to be stated therein or necessary in order to make
        the
        statements therein, in light of the circumstances under which they are made,
        not
        misleading. Harbinger hereby covenants and agrees that none of the information
        with respect to Harbinger included in the form specified or provided by
        Harbinger or incorporated by reference by or at the direction of Harbinger
        in
        the Information Statement or in the Other Filings will, in the case of the
        Information Statement, at the date it is first mailed to the Company's
        stockholders or at the time of any amendment or supplement thereof, or, in
        the
        case of any Other Filing, at the date it is first mailed to the Company's
        stockholders or at the date it is first filed with the SEC, contain any untrue
        statement of a material fact or omit to state any material fact required
        to be
        stated therein or necessary in order to make the statements therein, in light
        of
        the circumstances under which they are made, not misleading.

       

      Section
        9.4         Written
        Consent of Board and Harbinger Share Ownership.

       

      (a)         The
        Company shall use its reasonable best efforts to procure that each member
        of the
        Company's Board provides written consents with respect to his or her shares
        of
        Voting Common Stock in favor of the Stockholder Approval.

       

      (b)         The
        Company agrees that Harbinger shall be entitled, pursuant to the Company's
        certificate of incorporation and by-laws, the DGCL and all other applicable
        Laws, and any judicial interpretation of the foregoing, to provide written
        consents with respect to its shares of Voting Common Stock in connection
        with
        the Stockholder Approval, and that such written consents shall be given full
        legal effect to the same extent as any other stockholder of the
        Company.

       

      Section
        9.5        No
        Other
        Stockholder Approvals Required. The Company represents and warrants that,
        other than the Stockholder Approval, no other approval by the Company's
        stockholders is necessary to adopt this Agreement or consummate the
        Transactions

       


      
        
           
            

        

        
          63

          
            

          

        

        
           
            

        

      


       

      under
        the DGCL, the Company's certificate of incorporation or bylaws or any other
        applicable Law or any contract to which the Company or any of its Subsidiaries
        is a party or by which it is bound.

       

      Section
        9.6        Filing
        of
        Certificate of Amendment of Certificate of Incorporation. The Company
        shall promptly file a certificate of amendment to its certificate of
        incorporation, and take any and all other steps and actions as are necessary
        to
        give legal effect to the Initial COI Amendment, immediately following the
        effectiveness of the Stockholder Approval. The Company shall promptly file
        a
        certificate of amendment to its certificate of incorporation, and take any
        and
        all other steps and actions as are necessary to give legal effect to the
        Further
        COI Amendment, immediately following the effectiveness of the Stockholder
        Approval and the dissemination of the definitive Information Statement relating
        to the Further COI Amendment and in accordance with applicable Law and
        subject to the rules and requirements of the SEC.

       

       

      ARTICLE
        X

       

      OFFER
        SHARES

       

      Section
        10.1      Offer
        Shares. Harbinger may elect to implement the Proposal by way of Offer,
        and Harbinger may, subject to the terms and conditions set forth in Article
        XIII, elect that all or part of the consideration
        for the Offer
        consists of Offer Shares. In connection with an Offer which includes Offer
        Shares, the Company shall file with the SEC a registration statement on Form
        S-4
        relating to the Offer Shares and the Offer (together with any amendments
        thereto, and including any documents incorporated by reference therein, the
        "Offer Shares Registration
        Statement"), within 60 days of a request in writing by Harbinger,
        provided, however, that if the Company requires additional time to prepare
        the
        financial information required to be included in the Offer Shares Registration
        Statement, such time shall be extended for a reasonable period to allow the
        Company to prepare the financial information required to be included therein.
        If
        Harbinger determines to make a request to the Company to file the Offer Shares
        Registration Statement, Harbinger shall make such request to the Company
        at
        least four (4) calendar months prior to the date that, in the good faith
        opinion
        of Harbinger, the Regulatory Approvals are likely to be obtained. The Company
        will cause the Offer Shares Registration Statement to comply with the applicable
        provisions of the Securities Act and the rules and regulations thereunder.
        In
        addition, the Company shall, upon no less than 60 days notice in writing
        from
        Harbinger submit a draft prospectus (the "Prospectus") to the FSA for approval
        in accordance with the Prospectus Rules, provided, however, that if the Company
        requires additional time to prepare the financial information required to
        be
        included in the Prospectus, such time shall be extended for a reasonable
        period
        to allow the Company to prepare the financial information required to be
        included therein. The Company will use its reasonable best efforts to have
        the
        Offer Shares Registration Statement declared effective by the SEC under the
        Securities Act as soon as reasonably practicable following the filing of
        the
        Offer Shares Registration Statement and to have the Prospectus approved by
        the
        FSA in accordance with the Prospectus Rules as soon as reasonably practicable
        following submission of the Prospectus to the FSA. Harbinger and its counsel
        shall participate along with and shall co-operate in good faith with the
        Company
        and its counsel in the preparation of the Offer Shares Registration Statement
        and the Prospectus, and the Offer Shares Registration Statement shall only
        be
        filed, and the Prospectus shall only be submitted, with the consent of
        Harbinger, such consent not to be unreasonably withheld,

       


      
        
           
            

        

        
          64

          
            

          

        

        
           
            

        

      


       

      rendered
        subject to conditions, or delayed. Upon the SEC declaring the Offer Shares
        Registration Statement effective under the Securities Act (the "SEC Approval") and the FSA approving
        the Prospectus for the purpose of the Prospectus Rules (the "FSA Approval") the Company shall
        immediately notify Harbinger of such approval.

       

      Section
        10.2      Other
        Procedural Matters relating to the Offer Shares. The Company and its
        counsel shall take the lead in preparing and reviewing each
        letter or submission written by or on behalf of the Company to the SEC, the
        staff of the SEC or the FSA (or other governmental agency or self-regulatory
        body or other body having jurisdiction, including any domestic or foreign
        securities exchange), relating to the Offer Shares Registration Statement
        or the
        Prospectus, as applicable. The Company shall use its reasonable best efforts
        to
        promptly respond to any and all comments received from the SEC or the FSA,
        with
        a view towards causing the Offer Shares Registration Statement or any amendment
        thereto to be declared effective by the SEC, and the Prospectus to be approved
        by the FSA, as soon as practicable. The Company shall not permit any officer,
        manager, broker or any other Person acting on behalf of the Company to use
        any
        free writing prospectus (as defined in Rule 405 under the Securities Act)
        in
        connection with the Offer Shares Registration Statement filed pursuant to
        this
        Agreement without the prior written consent of Harbinger, such consent not
        to be
        unreasonably withheld. All expenses in relation to the Offer Shares Registration
        Statement and the Prospectus shall be borne by the Company. The Company shall
        use its reasonable best efforts to promptly make such other SEC and FSA filings
        and submissions as are necessary in connection with the use of Offer Shares
        as
        consideration for the Offer, including without limitation filings pursuant
        to
        Rule 425 under the Securities Act, and requests for relief from the staff
        of the
        SEC or from the FSA in relation to any particular aspect of the Offer. Any
        filings, submissions, responses or other communications pursuant to this
        Section
        10.2 shall only be made after consultation
        with Harbinger
        and its counsel. The Company shall ensure that Harbinger and its advisors
        are
        kept fully apprised of the status of any filings, submissions, responses
        or
        other communications pursuant to this Section
        10.2, and shall consult Harbinger and
        its counsel with respect
        thereto. Harbinger and its counsel shall have the right to review and comment
        on
        each such filing, submission, response and other communication, and the Company
        shall take account any comments so received.

       

      Section
        10.3      Stock
        Exchange
        Listing and Legal Requirements. If Harbinger requests a listing of the
        Offer Shares on a stock exchange, the Company shall use its reasonable best
        efforts to obtain such listing, to the extent the consideration for the Firm
        Offer comprises Offer Shares (and for the avoidance of doubt regardless of
        whether the Firm Offer proceeds by way of a Scheme or an Offer). The Company
        shall, with such assistance from Harbinger as may be necessary for the purpose,
        comply with all applicable legal and regulatory requirements in connection
        with
        the issuance and listing of the Offer Shares. Without limiting the foregoing,
        (i) to the extent the Firm Offer proceeds by way of a Scheme which includes
        Offer Shares, the Company shall use its reasonable best efforts to perfect
        the
        exemption from the registration requirements of the Securities Act afforded
        by
        Section 3(a)(10) thereunder, and (ii) the Company, with such assistance from
        Harbinger as may be necessary for the purpose, shall comply with the Listing
        Rules, the Prospectus Rules, FSMA, and all applicable state securities or
        blue
        sky laws.

       


      
        
           
            

        

        
          65

          
            

          

        

        
           
            

        

      


       

      ARTICLE
        XI

       

      EQUITY
        FINANCING

       

      Section
        11.1      Funding
        of the
        Harbinger Satellite Fund. It is presently contemplated that the Harbinger
        Satellite Fund will be funded with a total of the Stock Purchase Price from
        a
        to-be-determined combination of Harbinger Master, Harbinger Special and third
        party investors. The Harbinger Satellite Fund shall retain the ability to
        change
        the composition of its investors at any time, provided that if, on the advice
        of
        its counsel, such new third party investors’ investment has an impact on the
        Regulatory Approvals pursuant to Article
        VIII then the Parties shall cooperate with
        each other to
        make such filings and notifications, or amendments to existing filings and
        notifications, with any relevant Competition Authorities or Regulatory
        Authorities, so as to obtain the relevant Regulatory Approvals, in accordance
        with Article
        VIII.

       

      Section
        11.2      Harbinger
        Purchased Shares.

       

      (a)         Subject
        to the terms and conditions set forth in Article
        VIII, concurrent with the delivery of
        a Notification in
        accordance with Article
        XIII, the Harbinger Satellite Fund shall,
        or shall procure that
        any relevant investor will, provide an equity commitment letter to the Company's
        Board and to the Financial Advisor (the "Equity
        Commitment Letter"). The Equity Commitment Letter shall confirm the
        amount of committed equity financing (such amount, as may be increased pursuant
        to Article
        XIV, the "Equity
        Cash
        Confirmation Amount") which will be available to the Company on the
        Closing Date on a Certain Funds Basis pursuant to Section
        11.2(b). The Equity Cash Confirmation Amount
        shall be such amount
        as, when taken together with the Debt Cash Confirmation Amount, shall enable
        the
        Company to satisfy the cash consideration payable pursuant to the Firm Offer
        in
        full, including, in the case of an Offer, any amounts which may become payable
        by virtue of acquisitions of Target Shares in accordance with the provisions
        of
        Chapter 3 of Part 28 of the Companies Act 2006. The terms of the Equity
        Commitment Letter, and other supporting information provided by Harbinger
        to the
        Company's Board and to the Financial Advisor shall be such as is reasonable
        and
        customary in the UK so as to enable the Financial Advisor, when taken together
        with the Debt Commitment Letter, to provide the cash confirmation statement
        with
        respect to the Equity Cash Confirmation Amount to be included in the Firm
        Offer
        Announcement in compliance with the terms of Rule 2.5(c) of the UK Takeover
        Code
        and to be included in the Offer Document or Scheme Document in compliance
        with
        the terms of Rule 24.7 of the UK Takeover Code (the "Cash
        Confirmation Statement").

       

      (b)         Subject
        to the Firm Offer Announcement being made pursuant to and in accordance with
        Article
        XIII and the Firm Offer proceeding and
        the Company
        performing its obligations under Article
        XIV and Article
        XV in all material respects, the Harbinger
        Satellite
        Fund shall, or shall cause a Harbinger Designee to, purchase from the Company
        the Harbinger Purchased Shares, each at the Agreed Issue Price, upon and
        subject
        to Completion, in accordance with the Stock Purchase Agreement. The aggregate
        of
        such purchase price (the "Cash
        Purchase
        Price") pursuant to the Stock Purchase Agreement shall be no less than
        the Equity Cash Confirmation Amount less the Financing Rights Amount to the
        extent such amount is received prior to Completion, provided that, to the
        extent
        the Target's shareholders have elected to take Offer Shares rather than cash,
        the Cash Purchase Price will be reduced on a proportionate
        basis

       


      
        
           
            

        

        
          66

          
            

          

        

        
           
            

        

      


       

      to
        reflect the reduction in the amount of cash payable to holders of Target
        Shares
        pursuant to the Firm Offer. The Company hereby agrees to segregate the Cash
        Purchase Price received from the Harbinger Satellite Fund or a Harbinger
        Designee from all other assets of the Company, other than the proceeds of
        the
        Debt Financing raised in accordance with this Agreement, and to use such
        cash
        proceeds solely (i) to satisfy in full the cash consideration payable to
        holders
        of the Target Shares pursuant to the Firm Offer (the "Cash
        Offer
        Price"), (ii) to pay expenses resulting from and relating to the Firm
        Offer, and (iii) to repay any accelerated debt of the Target resulting from
        the
        Firm Offer (together, the "Firm
        Offer
        Costs").

       

      Section
        11.3      Financing
        Rights Offering.

       

      (a)         Subject
        to the Firm Offer Announcement being made pursuant to and in accordance with
        Article XIII, the Financing Rights Prospectus being declared effective by
        the
        SEC in accordance with Section 11.4 and the Firm Offer proceeding, the Company
        may make a subscription offering to its stockholders other than Harbinger
        and
        its controlled Affiliates (the "Financing
        Rights Offering") to purchase a number of shares of Voting Common Stock
        such that the aggregate gross proceeds of such Financing Rights Offering
        is
        $100,000,000 (the "Financing
        Rights Amount"). The Financing Rights Offering shall be open to each
        holder of record of shares of Common Stock as at the Firm Offer Date (other
        than
        Harbinger and its controlled Affiliates), and shall confer on each such holder
        a
        right to receive, pro rata to the number of shares of Common Stock held by
        such
        holder, the non-transferable subscription rights referred to in Section 11.5.
        Harbinger and its controlled Affiliates and all of its and their direct and
        indirect transferees and assigns (and subsequent transferees and assigns)
        of
        Common Stock shall not have subscription privileges, and shall not exercise
        any
        rights (or exercise any over-subscription privilege) made available to
        stockholders in the Financing Rights Offering.

       

      (b)         It
        shall be a condition precedent to the consummation of the Financing Rights
        Offering that is completed within 90 days of the Firm Offer Date and the
        Firm
        Offer proceeding.

       

      Section
        11.4      Financing
        Rights Prospectus, Other Financing Rights Filings.

       

      (a)         The
        Company shall prepare and file with the SEC a registration statement on Form
        S-3, or if Form S-3 is not then available to the Company, such form of
        registration statement that is then available to the Company to effect
        registration of securities (the “Financing
        Rights Registration Statement”) including a form prospectus relating to
        the Financing Rights Offering (as amended or supplemented from time to time,
        the
        "Financing
        Rights Prospectus"). The Company, Harbinger Master, Harbinger Special,
        Harbinger Fund and Harbinger Satellite Fund shall, or shall cause their
        respective Affiliates to, prepare and file with the SEC as promptly as
        practicable all other documents that are required to be filed by such Party
        in
        connection with the Financing Rights Offering (the "Other
        Financing Rights Filings"), including amending the Financing Rights
        Registration Statement and the Financing Rights Prospectus as may be required,
        so as to obtain the approval of the SEC to mail the Financing Rights Prospectus
        to the stockholders of the Company. Each of the Company, Harbinger Master,
        Harbinger Special, Harbinger Fund and Harbinger Satellite Fund shall promptly
        obtain and furnish to the others such information concerning itself and its
        Affiliates that is required to be included in the Financing Rights Registration
        Statement, the Financing Rights Prospectus or, to

       


      
        
           
            

        

        
          67

          
            

          

        

        
           
            

        

      


       

      the
        extent applicable, the Other Financing Rights Filings, or that is customarily
        included therein. Each of the Company, Harbinger Master, Harbinger Special,
        Harbinger Fund and Harbinger Satellite Fund shall use its reasonable best
        efforts to respond as promptly as reasonably practicable to any comments
        of the
        SEC with respect to the Financing Rights Registration Statement, the Financing
        Rights Prospectus and Other Financing Rights Filings, and the Company shall
        use
        its reasonable best efforts to cause the Financing Rights Prospectus to be
        mailed to the Company's stockholders by the later of (i) the day that is
        28 days
        after the Firm Offer Date (or such longer period as permitted by the UK Takeover
        Panel after the Firm Offer Date for posting of the Offer Document or the
        Scheme
        Document, as the case may be) and (ii) two (2) Business Days after the SEC
        declares the Financing Rights Prospectus effective. The Company shall promptly
        notify Harbinger upon the receipt of any comments from the SEC or its staff
        or
        any request from the SEC or its staff for amendments or supplements to the
        Financing Rights Prospectus, the Financing Rights Registration Statement
        and
        Other Financing Rights Filings and shall provide Harbinger with copies of
        all
        correspondence between the Company and its representatives, on the one hand,
        and
        the SEC and its staff, on the other hand, relating to the Financing Rights
        Prospectus, the Financing Rights Registration Statement or the Other
        Registration Rights Filings. If any information relating to the Company,
        Harbinger or any of their respective Affiliates, officers or directors, should
        be discovered by the Company or Harbinger which should be set forth in an
        amendment or supplement to the Financing Rights Registration Statement, the
        Financing Rights Prospectus or the Other Financing Rights Filings, so that
        the
        Financing Rights Registration Statement, the Financing Rights Prospectus
        or the
        Other Financing Rights Filings shall not contain any untrue statement of
        a
        material fact or omit to state any material fact required to be stated therein
        or necessary in order to make the statements therein, in light of the
        circumstances under which they are made, not misleading, the Party that
        discovers such information shall promptly notify the other Party, and an
        appropriate amendment or supplement describing such information shall be
        filed
        with the SEC and, to the extent required by applicable Law, disseminated
        to the
        stockholders of the Company. Notwithstanding anything to the contrary stated
        above, prior to filing or mailing the Financing Rights Prospectus or filing
        the
        Financing Rights Registration Statement or the Other Financing Rights Filings
        (or, in each case, any amendment or supplement thereto, but not including
        any
        Exchange Act filings incorporated by reference in the Financing Rights
        Prospectus, Financing Rights Registration Statement or the Other Financing
        Rights) or responding to any comments of the SEC with respect thereto, the
        Company shall provide Harbinger an opportunity to review and comment on the
        Financing Rights Registration Prospectus, the Financing Rights Registration
        Statement and the Other Financing Rights Filings and shall give due
        consideration to the comments proposed by Harbinger.

       

      (b)         The
        Financing Rights Registration Statement, the Financing Rights Prospectus
        and the
        Other Financing Rights Filings that are filed by the Company will comply
        as to
        form in all material respects with the requirements of the Securities Act,
        and
        the rules and regulations promulgated thereunder. The Company hereby covenants
        and agrees that none of the information included or incorporated by reference
        in
        the Financing Rights Registration Statement, the Financing Rights Prospectus
        or
        in the Other Financing Rights Filings to be made by the Company will, in
        the
        case of the Financing Rights Registration Statement or any amendment or
        supplement thereto, at the date it is filed with the SEC, in the case of
        the
        Financing Rights Prospectus, at the date it is first mailed to the Company's
        stockholders or at the time of any amendment thereof or supplement thereto,
        or,
        in the case of any Other Financing

       


      
        
           
            

        

        
          68

          
            

          

        

        
           
            

        

      


       

      Rights
        Filing, at the date it is first mailed to the Company's stockholders or at
        the
        date it is first filed with the SEC, contain any untrue statement of a material
        fact or omit to state any material fact required to be stated therein or
        necessary in order to make the statements therein, in light of the circumstances
        under which they are made, not misleading. Notwithstanding anything to the
        contrary contained herein, the Company makes no representation or covenant
        with
        respect to any information provided by or on behalf of Harbinger Master,
        Harbinger Special, Harbinger Fund or Harbinger Satellite Fund specifically
        for
        inclusion in the Financing Rights Prospectus or the Other Financing Rights
        Filings and so included in the Financing Rights Prospectus or any Other
        Financing Rights Filings in the form and context in which it was provided
        by
        Harbinger.

       

      Section
        11.5      Financing
        Rights Subscription Privilege and Financing Rights Subscription Price.
        Each non-transferable subscription right shall entitle the relevant holder
        to
        purchase one share of Common Stock at the same net per share price being
        paid by
        Harbinger pursuant to the Stock Purchase Agreement (the "Financing Rights Subscription Price").
        Such right is referred to as the "Financing Rights Subscription
        Privilege". The Financing Rights Subscription Privileges shall be
        evidenced by non-transferable subscription rights certificates.

       

      Section
        11.6      Exercise
        of
        the Financing Rights Subscription Privilege. The Financing Rights
        Subscription Privilege shall be exercisable by each initial holder thereof
        in
        whole or in part.

       

      Section
        11.7      Transferability
        of the Financing Rights Subscription Privileges. The Financing Rights
        Subscription Privileges may not be sold, transferred, or assigned to any
        Person,
        other than by operation of law or testamentary transfer and shall not be
        listed
        for trading on any stock exchange or market or on the OTC Bulletin
        Board.

       

      Section
        11.8      Irrevocable
        Exercise. To the extent permitted by applicable Law, the terms of the
        Financing Rights Offering shall provide that the exercise of Financing Rights
        Subscription Privileges by the Company's stockholders is
        irrevocable.

       

      Section
        11.9      Fractional
        Shares. Fractional Financing Rights Subscription Privileges shall not be
        allocated to holders, and the pro rata entitlements of holders shall be
        eliminated by rounding down to the nearest whole number. No cash will be
        issued
        in lieu of fractional shares.

       

      Section
        11.10     Fees
        and
        Expenses. All of the costs and expenses of the Company in connection with
        the Financing Rights Offering shall be borne solely by the Company.

       

      Section
        11.11    Use
        of
        Proceeds from the Financing Rights Offering.

       

      (a)         The
        subscription agent for the Financing Rights Offering shall be required to
        hold
        funds received in payment for shares of the Common Stock in a segregated
        account
        pending completion of the Financing Rights Offering. The subscription agent
        shall hold such funds in escrow until the Financing Rights Offering is completed
        or is withdrawn and canceled. The Company may invest such proceeds in liquid
        securities with an AAA rating, or its equivalent, from a reputable rating
        agency
        pending use thereof.

       


      
        
           
            

        

        
          69

          
            

          

        

        
           
            

        

      

       

      (b)         The
        Company shall be required to use the net proceeds of the Financing Rights
        Offering solely to fund, in part, the Firm Offer Costs, or to the extent
        that
        the Firm Offer Costs have been funded prior to consummation of the Financing
        Rights Offering, to reimburse the providers of Equity Financing pursuant
        to
Article
        XI or the providers of Debt Financing
        pursuant to Article
        XII for a portion of the amounts provided
        by those providers towards the Firm Offer Costs.

       

      Section
        11.12    No
        Underwriting. The Financing Rights Offering shall not be underwritten by
        any third parties.

       

      Section
        11.13    No
        Standby
        Purchase Agreement. The Company shall not enter into any standby purchase
        agreement with any standby purchasers in connection with the Financing Rights
        Offering.

       

       

      ARTICLE
        XII

       

      DEBT
        FINANCING

       

      Section
        12.1       Agreement
        to
        Procure Financing.

       

      (a)         Following
        written notification from Harbinger to the Company of Harbinger's good faith
        estimate of the date it is targeting as the Firm Offer Date, the Company
        agrees
        to use its reasonable best efforts, in accordance with this Article
        XII, to assist Harbinger to arrange an
        offering of the
        Company's senior debt in a principal amount of $2,400,000,000, or such other
        amount, as is requested by Harbinger, (the "Senior
        Debt") in an offering (the "Debt
        Offering") on such terms and conditions as Harbinger may determine
        following consultation with the Company. Such Senior Debt shall not be
        irrevocably committed until the decision to make a Firm Offer has been made
        in
        accordance with Article
        XIII of this Agreement subject to the Company
        executing
        all documentation required to implement the Debt Financing. Any such Debt
        Offering shall be underwritten on a firm commitment basis by a Qualified
        Underwriter on such terms so that the Financial Advisor can provide the Cash
        Confirmation Statement with respect to the Debt Cash Confirmation Amount
        in
        accordance with Section
        12.1(f) below.

       

      (b)         Following
        written notification from Harbinger to the Company of Harbinger's good faith
        estimate of the date it is targeting as the Firm Offer Date, the Company
        agrees
        to use its reasonable best efforts, in accordance with this Article
        XII, to assist Harbinger to arrange an
        offering and issuance
        of its mezzanine debt for a principal amount of $300,000,000 or such other
        amount, as is requested by Harbinger, (the "Mezzanine
        Debt") with such offering and Mezzanine Debt being on such terms and
        conditions as Harbinger may determine following consultation with the Company.
        Such Mezzanine Debt shall not be irrevocably committed until the decision
        to
        make a Firm Offer has been made in accordance with Article
        XIII of this Agreement. Any such issuance
        shall be
        underwritten on a firm commitment basis by a Qualified Underwriter on such
        terms
        so that the Financial Advisor can provide the Cash Confirmation Statement
        with
        respect to the Debt Cash Confirmation Amount in accordance with Section
        12.1(f) below.

       


      
        
           
            

        

        
          70

          
            

          

        

        
           
            

        

      


       

      (c)         The
        Company shall assist in the facilitation of the Debt Financing. In order
        to
        assist Harbinger in the timely consummation of the Debt Financing, the Company,
        upon Harbinger's reasonable request, and in addition to its obligations pursuant
        to Section
        16.3 to Section
        16.5, shall (i) promptly provide to Harbinger
        all requested
        financial and other information in the Company's possession relating to the
        Company and Group, including information and projections prepared by the
        Company
        or its advisors relating to the Company and Group and all relevant transactions
        including the Transactions; (ii) ensure that senior officers and representatives
        of the Group are available to Harbinger and to the Qualified Underwriter
        and to
        their respective advisors in connection with the Debt Financing, including
        ensuring their availability to assist in the preparation of any relevant
        documents relating to the Debt Financing (including assistance in obtaining
        industry data), and ensuring their availability to participate in due diligence
        sessions and in one or more roadshows to market the Debt Financing, in each
        case, at reasonable times and following reasonable notice; (iii) prepare
        a
        prospectus, offering circular, private placement memorandum or other document,
        in form and scope that is reasonable and customary for transactions of this
        type
        and as is deemed reasonably appropriate by Harbinger and the Qualified
        Underwriter, to be used in connection with the Debt Financing; and (iv) assist
        Harbinger and the Qualified Underwriter in preparing other appropriate marketing
        materials, in each case to be used in connection with the Debt Financing.
        Harbinger may rely, without independent verification, upon the accuracy and
        completeness of the information provided by the Company pursuant to this
        Article
        XII and Harbinger accepts no responsibility
        for any such
        information, except for such information provided by or on behalf of Harbinger
        in the form provided.

       

      (d)         Harbinger
        shall not be obliged to provide any financial accommodation, but shall have
        the
        option to participate in the Senior Debt and/or the Mezzanine Debt and/or
        any
        other such form of debt financing as Harbinger may request in accordance
        with
Section
        14.1 (the “Other
        Debt”) if applicable. For the purposes of this Section, the Senior Debt,
        the Mezzanine Debt and the Other Debt, if applicable, shall be treated
        independently of each other and the references herein to “Debt Financing” shall
        be a reference to either the Senior Debt, the Mezzanine Debt or the Other
        Debt,
        as appropriate. If Harbinger does participate in the Debt Financing, the
        Senior
        Debt, the Mezzanine Debt or the Other Debt, as applicable, shall be regarded
        as
        non-compliant unless: (i) more than one-half of the total principal amount
        of  the relevant Debt Financing is provided by one or more
        unaffiliated third parties, and Harbinger participates in such Debt Financing
        on
        terms at least as favorable to the Company as such unaffiliated third parties;
        or (ii) if less than one-half of the total principal amount of the relevant
        Debt
        Financing is provided by one or more unaffiliated third parties, then (1)
        a
        Traditional Financial Institution is one of such unaffiliated third parties
        providing the relevant Debt Financing and Harbinger participates on terms
        at
        least as favorable to the Company as such Traditional Financial Institution or
        (2) the Company has the right (subject to the overriding requirement that
        committed Senior Debt, Mezzanine Debt and Other Debt, if applicable, is required
        to be available as soon as reasonably practical after the Satisfaction Date
        (and
        in any event no later than the Business Day prior to making the Firm Offer
        Announcement)), to seek an alternative participant in the relevant Debt
        Financing in place of Harbinger on terms at least as favorable, taken as
        a
        whole, to the Company as the terms offered by Harbinger or (3) Harbinger's
        participation in the relevant Debt Financing is on commercially reasonable
        terms
        in the opinion of Morgan Stanley or another investment bank acceptable to
        the
        Parties.

       


      
        
           
            

        

        
          71

          
            

          

        

        
           
            

        

      


       

      (e)         The
        Company agrees to segregate all proceeds received from the Debt Financing
        from
        all other assets of the Company, other than the Cash Purchase Price received
        from the Harbinger Satellite Fund or Harbinger Designee pursuant to this
        Agreement and the Stock Purchase Agreement and the Financing Rights Amount, and
        (subject to Section
        12.1(g) below) to use such proceeds solely
        to satisfy the
        Firm Offer Costs. The Company has the ability to invest the proceeds in liquid
        securities with a rating of AAA, or its equivalent, from a reputable credit
        rating agency pending use thereof.

       

      (f)         The
        Company shall take all of the actions reasonably requested by Harbinger pursuant
        to Section
        12.1(c) with
        a view to (i) obtaining the committed Debt
        Financing as soon as reasonably practicable after the Satisfaction Date (and
        in
        any event so that committed Debt Financing is available by no later than
        the
        Business Day prior to the date for release of the Firm Offer Announcement
        in
        accordance with Section
        13.7), and (ii) no later than the Business
        Day prior to the
        making of the Firm Offer Announcement in accordance with Article
        XIII, providing a debt commitment letter
        to the Financial
        Advisor (the "Debt
        Commitment Letter"). The Debt Commitment Letter shall confirm the level
        of committed debt financing available to the Company on a Certain Funds Basis
        pursuant to the Debt Financing documentation (the "Debt
        Cash
        Confirmation Amount"). The terms of the Debt Commitment Letter, and other
        supporting information provided by the Company to the Financial Advisor shall
        be
        such as is reasonable and customary in the UK so as to enable, when taken
        together with the Equity Commitment Letter, the Financial Advisor to provide
        the
        Cash Confirmation Statement in accordance with the UK Takeover Code. The
        Debt
        Commitment Letter shall confirm that the Company will have available the
        Debt
        Cash Confirmation Amount on or prior to the Firm Offer Date so that, taken
        together with the Equity Cash Confirmation Amount, it can comply with its
        obligations to satisfy the cash consideration payable pursuant to the Firm
        Offer
        in full, including, in the case of an Offer, any amounts which may become
        payable by virtue of acquisitions of Target Shares in accordance with the
        provisions of Chapter 3 of Part 28 of the Companies Act
        2006.

       

      (g)         To
        the extent the aggregate of the Debt Financing and the Cash Purchase Price
        (the
        "Total
        Commitment") is in excess of the Firm Offer Costs, then such excess may
        be used to finance the Company's and the Target's working capital requirements
        following the Closing Date.

       

       

      ARTICLE
        XIII

       

      FIRM
        OFFER
        DECISION

       

      Section
        13.1      Application
        of
Article
        XIII. This Article
        XIII shall apply upon (i) the Regulatory Approvals
        being obtained in accordance with Article
        VIII or Harbinger serving a notice in accordance
        with
Section
        8.12 notifying the Company of the occurrence
        of the
        Satisfaction Date, and (ii) the Stockholder Approval being
        obtained.

       

      Section
        13.2      Preparation
        for Notification. Harbinger shall consult in good faith with the Company
        and keep it informed as to Harbinger's intentions with respect to the making
        of
        the Firm Offer, including the terms of any such Firm Offer and the proposed
        timing for it to give in writing to the Company's Board the proposed terms
        and
        conditions of a Firm Offer (the "Notification"). The date of such
        Notification is herein referred to as the "Notification Date".

       


      
        
           
            

        

        
          72

          
            

          

        

        
           
            

        

      


       

      Harbinger
        may elect to give a Notification subject to
        Harbinger concurrently delivering to the Company (i) one or more Equity
        Commitment Letters in respect of an aggregate amount that is no less than
        the
        difference between the Cash Offer Price and the aggregate of the proposed
        amount
        of Debt Financing, and (ii) notice from the Financial Advisor that it is
        prepared to deliver confirmation that the Company has available to it sufficient
        financing on a Certain Funds Basis to pay the Cash Offer Price, subject only
        to
        the Company entering into the Debt Financing documentation substantially
        in the
        form appended to the Notification, such terms being in accordance with Article
        XII, and the Company entering into the
        Debt Commitment Letter
        with respect to the amount of the Debt Financing on signing of such Debt
        Financing documentation.

       

      Section
        13.3      Notification.
        The Notification shall set out:

       

      (a)         the
        proposed Firm Offer Price. The aggregate Firm Offer Price shall: (a) not
        be in
        excess of the Financial Advisor's good faith estimate of the Cash Confirmation
        Amount; and (b) be such as to enable the Parties' accounting advisers to
        confirm
        that the aggregate of the Total Commitment and the available cash and operating
        cashflow of the Group and the Target are sufficient to meet the Firm Offer
        Costs
        and the present working capital requirements of the Company and (provided
        the
        Target has provided sufficient information to enable the accounting advisers
        to
        give such confirmation) the Target;

       

      (b)         the
        number of Offer Shares, if any, to be offered as an equity alternative in
        exchange for each Target Share as part of the Firm Offer and confirmation
        that
        the SEC Approval and FSA Approval of the Offer Shares Registration Statement
        and
        the Prospectus, respectively, have been received. The increased number of
        Offer
        Shares shall not exceed the number of Offer Shares available for issue pursuant
        to the terms of the Stockholder Approval, the Offer Shares Registration
        Statement, the Prospectus and this Agreement (after taking account of the
        number
        of Harbinger Shares required to be issued);

       

      (c)         the
        Cash Purchase Price;

       

      (d)         the
        proposed terms of the Debt Financing and whether those terms are non-compliant
        pursuant to Section
        12.1(d);

       

      (e)         whether
        the Firm Offer is to be implemented by way of Scheme or Offer;

       

      (f)         all
        other terms and conditions of the Firm Offer;

       

      (g)         a
        draft of the Firm Offer Announcement;

       

      (h)         one
        or more certificates, executed by a director of Harbinger Master and/or the
        secretary of the general partner of Harbinger Special and/or an authorized
        signatory for the Harbinger Satellite Fund (as the case may be) dated as
        of the
        Notification Date and substantially in the form set forth in Exhibit F (the
        "Harbinger
        Certificate"); and

       

      (i)         confirmation
        from the Financial Advisor that it is prepared to deliver a Cash Confirmation
        Statement, subject only to the Company entering into the Debt
        Financing

       


      
        
           
            

        

        
          73

          
            

          

        

        
           
            

        

      


       

      documentation
        and the Debt Commitment Letter with respect to the amount of the Debt
        Financing.

       

      Section
        13.4      Bring
        Down
        Certificate. On the Business Day immediately following the Notification
        Date (the "Bring Down Date"),
        the Company shall deliver to Harbinger a certificate, dated as of the Bring
        Down
        Date, substantially in the form set forth in Exhibit G (the "Bring Down Certificate") executed by a
        duly authorized officer of the Company, together with an opinion from Skadden,
        Arps, Slate, Meagher & Flom LLP, special counsel for the Company, dated as
        of the Bring Down Date, and addressed to Harbinger in a form reasonably
        acceptable to Harbinger. If the Company fails to deliver a Bring Down
        Certificate and/or an opinion in compliance with this Section
        13.4 Harbinger may decide whether it wishes
        to reconfirm
        the Notification, amend the Notification (in which case the amended Notification
        shall be considered by the Company's Board pursuant to Section
        13.5) or withdraw the Notification (in
        which case, there shall
        be no Notification falling to be considered by the Company's Board pursuant
        to
Section
        13.5).

       

      Section
        13.5      Company's
        Board Meeting. The Company shall convene a meeting of the Company's Board
        to consider and make a determination as to whether to proceed with the Firm
        Offer within five (5) Business Days after the Notification. If the Company's
        Board requests, Harbinger will make itself available to attend such meeting
        and
        to discuss the Notification and shall procure that the Financial Advisor
        delivers a confirmation that it is prepared to deliver, subject to the Company
        entering into the Debt Commitment Letter relating to the Debt Financing in
        accordance with Section
        12.1(f),
        a Cash Confirmation Statement within twenty-four (24)
        hours of the Company executing all documentation with respect to the Debt
        Financing and providing evidence to the Financial Adviser of the execution
        of
        the relevant documentation. If the Company's Board concludes, after receiving
        advice from outside counsel and an independent financial adviser, that the
        Firm
        Offer is not fair to the Company and its stockholders other than Harbinger
        (taking into account, among other things, the proposed terms and quantum
        of the
        Debt Financing), the Company may decline to make the Firm Offer and will
        give
        prompt notice to Harbinger that the Company will not make the Firm Offer.
        If the
        Company's Board approves making the Firm Offer on the terms and conditions
        set
        forth in the Notification (subject only to the Financial Advisor providing
        a
        cash confirmation in respect of the Cash Confirmation Amount) it shall so
        notify
        Harbinger immediately following its decision (the "Company Approval"). If (i) the
        Financial Adviser fails to deliver a Cash Confirmation Statement within
        twenty-four (24) hours after the Company executing all documentation with
        respect to the Debt Financing, and providing evidence to the Financial Adviser
        of the execution of the relevant documentation or (ii) the lenders have
        withdrawn their commitment to provide the Debt Financing for a reason other
        than
        failure of the Company to satisfy a condition to funding set forth in the
        Debt
        Commitment Letter, then the Notification shall be deemed to be
        withdrawn.

       

      Section
        13.6      Firm
        Offer
        Finalization. Following notification of the Company Approval, the content
        and the terms and conditions of the Firm Offer Announcement shall be determined
        by Harbinger in consultation with the Company, provided that the terms and
        conditions of the Firm Offer shall not vary in any material respect from
        those
        set out in the Notification approved by the Company.

       


      
        
           
            

        

        
          74

          
            

          

        

        
           
            

        

      


      Section
        13.7      Firm
        Offer
        Announcement. Subject to the preceding provisions of this Article
        XIII and subject to the Financial Advisor
        confirming that
        it is prepared to deliver a Cash Confirmation Statement, subject to the Company
        entering into the Debt Commitment Letter relating to the Debt Financing in
        accordance with Section
        12.1(f),
        the Parties, shall promptly procure the release of the
        Firm Offer Announcement to a Regulatory Information Service at such time
        and on
        such date as may be agreed by the Parties. The date of such release shall
        be:
        (i) no later than 21 days after the Satisfaction Date or (ii) such later
        date as
        is permitted by the UK Takeover Panel for the release of the Firm Offer
        Announcement.

       

      Section
        13.8      Reimbursement
        of Fees. Upon the occurrence of a Reimbursement Event, the Company shall
        reimburse Harbinger's reasonably incurred and documented fees and expenses,
        provided that the aggregate amount of Reimbursement Payments to be made by
        the
        Company pursuant to this Section
        13.8 and Section 15.3 shall
        not exceed $40,000,000. If the Reimbursement
        Payments exceed $40,000,000, then Harbinger shall promptly notify the Company
        of
        the allocation of such Reimbursement Payments between this Section
        13.8 and Section 15.3 provided
        that such allocation
        shall not exceed an aggregate amount of $40,000,000. Such expenses shall
        be
        payable in cash to the extent available from the Company's cash resources
        (after
        taking into account the funding requirements to implement the Company's Business
        Plan for the period up to March 31, 2010) or from the proceeds from the No-Deal
        Rights Offering, if applicable. To the extent that the Company has insufficient
        cash from such sources to satisfy its obligation to make the Reimbursement
        Payments, then the shortfall shall be reimbursed by the issuance of further
        shares of Voting Common Stock at the Company Per Share Value. Prior to the
        payment of any Reimbursement Payments, Harbinger shall deliver the forms
        and
        such other certificates and information set forth in Section
        17.1(b) in respect of such Reimbursement Payments.
        For
        purposes of determining the amount of any Reimbursement Payments due hereunder,
        such payments shall be deemed to include any amounts required to be withheld
        by
        the Company (as determined in good faith by the Company) in respect of Taxes
        thereon that are withheld and paid over to the appropriate Taxing Authority.
        In
        addition, to the extent that any withholding in respect of Taxes is required
        with respect to any Reimbursement Payment comprised in part of shares of
        Voting
        Common Stock, and the cash component of such Reimbursement Payment is
        insufficient to satisfy the withholding Tax liability in respect of such
        Reimbursement Payment, procedures similar to those set forth in Section
        17.1(b) (including the delivery of cash to
        satisfy any
        liability in respect of withholding Taxes) shall apply.

       

       

      ARTICLE
        XIV

       

      TERMS
        OF THE
        FIRM OFFER

       

      Section
        14.1      Terms
        of the
        Offer.

       

      (a)         Amendments
        and
        Variations. If Harbinger wishes to make any amendment to the terms and
        conditions of the Firm Offer, then it shall consult with the Company's Board
        and
        shall provide in writing to the Company's Board a notification of the required
        amendment(s) (the "Amendment
        Notification"). The Amendment Notification shall set out: (i) the
        reconfirmed Firm Offer Price, or any proposed increase; (ii) the reconfirmed
        number of Offer Shares, if any, to be offered as an equity alternative in
        exchange for each Target Share

       


      
        
           
            

        

        
          75

          
            

          

        

        
           
            

        

      


       

      as
        part of the Firm Offer, or any proposed increase; (iii)
        the reconfirmed Cash Purchase Price, or any proposed increase; (iv) the
        reconfirmed terms of the Debt Financing or any proposed change (including
        whether any such proposed change introduces terms that are non-compliant
        pursuant to Section
        12.1(d)); (v) reconfirmation of whether the
        Firm Offer is to be
        implemented by way of Scheme or Offer; (vi) reconfirmation of all other terms
        and conditions of the Firm Offer or notification of any proposed change
        (including, specifically, any Amendment Veto Matters); and (vii) a draft
        of the
        announcement of the proposed amendments to the Firm Offer.

       

      (b)         Increased
        Firm
        Offer Price. Harbinger may notify an increase in the Firm Offer Price if:
        (i) the increased Firm Offer Price (the "Increased
        Firm
        Offer Price") is covered by the Cash Confirmation Amount or is covered by
        an additional Cash Confirmation Statement from the Financial Advisor; and
        (ii)
        the Parties' accounting advisers are able to confirm that the aggregate of
        the
        Total Commitment and the available cash and operating cashflow of the Group
        and
        the Target are sufficient to meet the increased Firm Offer Costs and the
        present
        working capital requirements of the Company and (provided the Target has
        provided sufficient information to enable the accounting advisers to give
        such
        confirmation) the Target. If (i) and/or (ii) is not satisfied, then Harbinger
        may agree to increase the Equity Cash Confirmation Amount that the Harbinger
        Satellite Fund or Harbinger Designee has provided pursuant to Article
        XI or may require
        the Company to
        use its reasonable best efforts to increase the amounts available under the
        Debt
        Financing, so as to enable Harbinger to require an increase in the Firm Offer
        Price. For the avoidance of doubt, Harbinger shall have no obligation to
        raise
        any further equity or debt finance.

       

      (c)         Increase
        in
        Offer Shares. Harbinger may only notify an increase in the number of
        Offer Shares being offered to Target shareholders in exchange for Target
        Shares,
        if: (i) the Stockholder Approval is sufficient to allow such increase in
        the
        number of Offer Shares (taking into account the number of Harbinger Shares
        required to be issued); and (ii) the Offer Shares Registration Statement
        and the
        Prospectus are amended to reflect such increase and such amendments receive
        SEC
        Approval and FSA Approval respectively.

       

      (d)         Harbinger's
        Amendment Right. Subject to Section 14.1(e),
        Harbinger shall have the right to require the Company to
        amend or revise any or all of the terms of any Offer or Scheme, as applicable,
        provided that such amendments and/or revisions, do not constitute Amendment
        Veto
        Matters and are made in accordance with all applicable Laws and regulations
        and
        are permitted by the UK Takeover Panel. Immediately following the receipt
        of an
        Amendment Notification regarding any such amendment or revision, the Parties
        shall take all such steps as are reasonably necessary to implement any revised
        or amended Offer or Scheme, as applicable.

       

      (e)         Company's
        Response. If the Amendment Notification contains amendments and/or
        revisions that constitute Amendment Veto Matters, the Company shall convene
        a
        meeting of the Company's Board to be held within two (2) Business Days of
        the
        Amendment Notification or such shorter period as is reasonable under the
        circumstances to consider the contents of the Amendment Notification. If
        the
        Company's Board requests, Harbinger will make itself available to attend
        such
        meeting and to discuss the Amendment Notification and shall procure that,
        if the
        Cash Confirmation Statement does not cover the Increased Firm Offer Price,
        the
        Financial Advisor delivers a confirmation, that subject to (if

       


      
        
           
            

        

        
          76

          
            

          

        

        
           
            

        

      


       

      applicable)
        the Company entering into revised Debt
        Financing documentation in respect of the increased amounts available to
        the
        Company under the Debt Financing pursuant to Section
        14.1(b) and the Company entering into a Debt
        Commitment
        Letter relating to such increased Debt Financing, it is prepared to deliver
        a
        Cash Confirmation Statement in respect of the increased Cash Offer Price
        within
        twenty-four (24) hours of the Company's executing all documents with respect
        to
        the Debt Financing and providing evidence to the Financial Advisor of the
        execution of the relevant documentation. If the Company's Board concludes,
        after
        receiving advice from outside counsel and from an independent financial advisor,
        that the adoption of any Amendment Veto Matter contained in the Amendment
        Notification is not fair to the Company and its stockholders other than
        Harbinger (taking into account, among other things, the proposed terms and
        quantum of the Debt Financing), the Company may reject the Amendment
        Notification and will give prompt notice thereof to Harbinger. If the Company's
        Board approves the Amendment Notification and (subject only to the Financial
        Advisor confirming the increased Cash Confirmation Amount) the making of
        the
        Firm Offer, then it shall so notify Harbinger immediately following its
        decision. If (i) the Financial Adviser fails to deliver a Cash Confirmation
        Statement within twenty-four (24) hours of the Company executing all
        documentation with respect to the Debt Financing and providing evidence to
        the
        Financial Advisor of the execution of the relevant documentation or (ii)
        the
        lenders have withdrawn their commitment to provide the Debt Financing for
        a
        reason other than failure of the Company to satisfy a condition to funding
        set
        forth in the Debt Commitment Letter, then the Amendment Notification shall
        be
        deemed to be withdrawn.

       

      (f)         Company's
        Amendments. The Company shall not make any amendments to the terms and
        conditions of the Firm Offer without the prior written instruction or consent
        of
        Harbinger.

       

      Section
        14.2      Waiver,
        Satisfaction and Invocation of Conditions.

       

      (a)         If
        Harbinger wishes to waive, determine to be satisfied or invoke a condition
        to
        the Firm Offer, Harbinger shall consult with the Company's Board and shall
        provide in writing to the Company's Board a notification of the required
        action
        (the "Waiver
        Notification"). Subject to Section
        14.2(b), Harbinger shall have the right to
        require the Company (i)
        to waive any condition of the Firm Offer or (ii) to determine that a condition
        of the Firm Offer shall be declared to be, or treated as, satisfied or
        continuing to be satisfied; or (iii) to invoke any condition of the Firm
        Offer
        (subject to the requirements of the UK Takeover Panel).

       

      (b)         If
        the Waiver Notification contains any proposed waiver or determination that
        constitutes an Amendment Veto Matter, the Company shall convene a meeting
        of the
        Company's Board, to be held within two (2) Business Days of such Waiver
        Notification, or such shorter period as is reasonable under the circumstances,
        to consider the contents of the Waiver Notification. If the Company's Board
        requests, Harbinger will make itself available to attend such meeting and
        to
        discuss the Waiver Notification. If the Company's Board concludes, after
        receiving advice from outside counsel and from an independent financial advisor,
        that the adoption of any Amendment Veto Matter contained in the Waiver
        Notification is not fair to the Company and its stockholders other than
        Harbinger, the Company may reject such Waiver Notification and will give
        prompt
        notice thereof to Harbinger. If the Company's Board approves the Waiver
        Notification, then it shall so notify Harbinger immediately following its
        decision.

       


      
        
           
            

        

        
          77

          
            

          

        

        
           
            

        

      


       

      (c)         The
        Company shall not waive any condition of the Firm Offer, determine that a
        condition of the Firm Offer shall be declared to be, or treated as satisfied
        or
        continuing to be satisfied, or (except
        with respect to any condition whose wavier was proposed in a Waiver Notification
        and was rejected by the Company’s Board in accordance with Section 14.2(b))
invoke
        any condition of the Firm Offer, without in each case the prior written
        instruction or consent of Harbinger.

       

      Section
        14.3      Implementation
        of Proposal. If Harbinger has elected to implement the Proposal by way of
        Scheme, it reserves the right, and may elect at any time, to require the
        Proposal to be implemented by way of an Offer, whether or not the Scheme
        Document has been dispatched, provided that Harbinger consults with the Company
        before making such election and subject to the requirements of the UK Takeover
        Panel. If Harbinger elects to require the Proposal to be implemented by way
        of
        an Offer the Parties agree to assist and co-operate in preparing all such
        documents and taking all such steps as are reasonably necessary for the
        implementation of such Offer consistent with the provisions of this Agreement.
        If Harbinger has elected to implement the Proposal by way of an Offer, it
        reserves the right and may elect at any time to require the Proposal to be
        implemented by way of a Scheme, whether or not the Offer Document has been
        dispatched, provided that Harbinger consults with the Company before making
        such
        election and subject to the requirements of the UK Takeover Panel. If Harbinger
        elects to require the Proposal to be implemented by way of a Scheme the Parties
        agree to assist and co-operate in preparing all such documents and taking
        all
        such steps as are reasonably necessary for the implementation of such Scheme
        consistent with the provisions of this Agreement.

       

      Section
        14.4      Advisors
        to
        the Firm Offer. The Company shall appoint Morgan Stanley as its financial
        advisor and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor in
        relation to the Firm Offer. Pillsbury Winthrop Shaw Pittman LLP shall act
        as the
        Company's US regulatory legal advisor to the Firm Offer. Harbinger shall
        appoint
        Merrill Lynch International as its financial advisor and Linklaters LLP and
        Weil, Gotshal & Manges LLP shall act as its legal advisors in relation to
        the Firm Offer. Goldberg, Godles, Wiener and Wright shall act as Harbinger's
        US
        regulatory legal advisor to the Firm Offer. Baker & Miller PLLC and Crowell
        and Moring LLP shall act as Harbinger's joint US antitrust legal advisors
        to the
        Firm Offer. Harbinger shall also have the right to appoint such other financial,
        legal and other advisors (including media relations firms and proxy solicitation
        agents) as it considers necessary or desirable to assist in implementing
        the
        Firm Offer in accordance with this Agreement, and the terms of the Firm Offer.
        Subject to the terms and conditions set forth in Article
        VIII, Harbinger's appointed advisors shall
        take primary
        responsibility for all filings, submissions, correspondence and discussions
        with
        regulatory and government authorities, including the UK Takeover Panel, the
        SEC
        (but only with respect to the Firm Offer), the FCC and the DoJ. The Company
        and
        its advisors shall have full participation rights in all such communications
        and
        Harbinger and its advisors shall keep the Company and its advisors fully
        informed of all communications, consult with the Company and its advisors
        in
        relation to any communications and allow the Company and (subject to the
        Parties’ agreeing, to the extent possible, to work together to eliminate or
        minimize the duplication of advisor costs) its advisors to participate in
        any
        discussions. If the Company and its advisors receive any direct communication
        from any regulatory or government authority, they shall promptly notify
        Harbinger and its advisors and allow them to participate and lead in any
        discussions or correspondence.

       


      
        
           
            

        

        
          78

          
            

          

        

        
           
            

        

      


      Section
        14.5      Preparation
        of
        Documents. Each Party shall use reasonable best efforts, and procure that
        its Affiliates, directors, employees and its relevant professional advisors
        assist it, in preparing all such documents and taking all such steps as are
        necessary or desirable to implement the Firm Offer in accordance with, and
        subject to the terms and conditions of, this Agreement and in accordance
        with
        the Companies Acts, the UK Takeover Code and the requirements of the UK Takeover
        Panel, the Securities Act, the Exchange Act, FSMA, the Listing Rules and
        any
        other applicable Laws and/or regulations. Each of the Parties shall take
        all
        such steps as are necessary or desirable promptly to provide all such
        information about itself, its Affiliates and its directors, officers and
        employees as may reasonably be necessary and which is required for the purpose
        of inclusion in the Scheme Document or Offer Document or any other document
        required for the purposes of implementing the Scheme or Offer (including
        the
        Offer Shares Registration Statement and the Prospectus, if applicable), having
        regard to the requirements of the Companies Acts, the UK Takeover Code and
        the
        requirements of the UK Takeover Panel, the Securities Act, the Exchange Act,
        FSMA, the Listing Rules and any other applicable Laws and/or regulations,
        and to
        provide all other assistance as may be required in connection with the
        preparation of the Scheme Document, the Offer Document, or the Offer Shares
        Registration Statement or the Prospectus including access to and ensuring
        reasonable assistance is provided by the relevant professional
        advisors.

       

      Section
        14.6      Disclosure
        in
        Documents. The Company, Harbinger Master, Harbinger Special, Harbinger
        Fund and the Harbinger Satellite Fund shall ensure that all documents necessary
        for implementing the Offer or Scheme, including the Offer Document or Scheme
        Document and the Offer Shares Registration Statement or Prospectus, if
        applicable, shall be prepared to the highest standard of care and accuracy
        and
        that all information necessary to be contained in such document shall be
        adequately and fairly presented and provided as soon as reasonably
        practicable.

       

      Section
        14.7      Content
        of
        Documents. Subject to determining the terms and conditions of the Firm
        Offer in accordance with Article
        XIII and Section
        14.1 and Section
        14.2, the Parties shall jointly agree
        the contents of all
        documents that are prepared, and considered by the Parties to be desirable
        or
        necessary, for the purposes of the Firm Offer. In relation to the information
        contained in the Prospectus, the Offer Document and the Scheme Document:
        (i)
        Harbinger will procure that the relevant directors, investment committee
        members, or other persons at Harbinger acceptable to the UK Takeover Panel
        accept responsibility for all of the information contained in such documents
        other than the information relating to the Company and the Target, or otherwise
        as required by the UK Takeover Panel; and (ii) the Company will procure that
        directors and/or officers of the Company acceptable to the UK Takeover Panel
        accept responsibility for all of the information contained in such documents
        relating to the Company, or otherwise as required by the UK Takeover
        Panel.

       

      Section
        14.8      Amendment
        Veto
        Matters. The following shall constitute "Amendment Veto Matters" for the
        purposes of this Article
        XIV: (i) an Increased Firm Offer Price, (ii) a change in
        the mix of cash and Offer Shares being offered to the Target's shareholders
        in
        the Firm Offer Price, (iii) any waiver or amendment to the acceptance condition
        of an Offer, (iv) and waiver of any condition to the Firm Offer where the
        UK
        Takeover Panel would have permitted the Parties to rely on such condition
        to
        lapse the Offer (or any amendment to any condition to the Firm Offer that
        has a
        similar effect to any such waiver).

       


      
        
           
            

        

        
          79

          
            

          

        

        
           
            

        

      


       

      ARTICLE
        XV

       

      CONDUCT
        OF
        OFFER

       

      Section
        15.1      Conduct
        of the
        Parties.

       

      (a)         Subject
        to the terms and conditions set forth in this Agreement, and in accordance
        with
        the Companies Acts, the UK Takeover Code, the Securities Act, the Exchange
        Act,
        FSMA, the Listing Rules and any other applicable Law, each of the Parties
        agrees
        to use reasonable best efforts to take, or cause to be taken, or procure
        that
        its Affiliates, directors, employees and relevant professional advisors take
        all
        actions, and do, or cause to be done, and assist and cooperate with the other
        Parties in doing, all things reasonably necessary, proper or advisable to
        consummate and make effective, in the most expeditious manner practicable
        and in
        accordance with the prescribed timetable, the Transactions, provided that
        such
        action does not extend to requiring Harbinger to procure equity financing
        or
        give Notification initiating the Firm Offer. Each of the Parties shall with
        such
        assistance as it shall reasonably require from the other Parties procure
        that
        the Firm Offer is conducted in accordance with the applicable requirements
        of
        the UK Takeover Panel, the UK Takeover Code, FSMA, the Companies Acts, the
        Listing Rules, and any other applicable Law.

       

      (b)         Upon
        the terms and subject to the conditions set forth in this Agreement, and
        in
        accordance with the Companies Acts, the UK Takeover Code, the Securities
        Act,
        the Exchange Act and any other applicable Law, each of the Parties agrees
        to use
        reasonable best efforts, subject to the process set forth in Section
        8.2, to take, or cause to be taken, or
        procure that its
        Affiliates, directors, employees and relevant professional advisors take
        all
        actions, and do, or cause to be done, and assist and cooperate with the other
        Party in doing, all things reasonably necessary, proper or advisable to obtain
        any Regulatory Approvals to effect the transactions referred to in Section
        8.1 and otherwise as contemplated by this
        Agreement or
        the Stock Purchase Agreement, which would be obtainable within the Offer
        timetable ordinarily permitted under the UK Takeover Code, in the most
        expeditious manner practicable. The provisions of Article
        VIII shall apply mutatis
        mutandis to any filings, applications, pleadings, documents and other
        communications required to be filed with the Authorities in order to obtain
        such
        approvals, and any filing process shall be conducted in accordance with
Section
        8.2.

       

      (c)         Each
        Party undertakes promptly to notify each other Party (and supply copies of
        all
        relevant information) of any fact, matter or event of which it becomes aware
        which has had or could reasonably be expected to have a material adverse
        effect
        on the financial, trading or business position or prospects of the Target
        or
        otherwise be relevant to any determination as to satisfaction of the conditions
        of the Firm Offer, and each Party undertakes to notify each other Party (and
        supply copies of all relevant information) of any event or circumstance of
        which
        it becomes aware that would be likely to have a significant impact on the
        satisfaction of the conditions of the Firm Offer or on the implementation
        of the
        Firm Offer in accordance with its terms.

       

      (d)         To
        the extent permitted in the time available, Harbinger shall consult with
        and
        shall keep the Company fully and promptly informed in relation to any
        discussions it may have with the UK Takeover Panel or other authorities
        concerning the offer process and in

       


      
        
           
            

        

        
          80

          
            

          

        

        
           
            

        

      


       

      relation
        to any material developments in respect of the Firm Offer and, to the extent
        permitted in the time available, Harbinger shall use its reasonable best
        efforts
        to enable the Company jointly to participate in any such
        discussions.

       

      (e)         Each
        Party undertakes, in favor of each other Party, for itself and on behalf
        of each
        Person with whom it may be deemed to be acting in concert in connection with
        the
        Firm Offer for the purposes of the UK Takeover Code that it and they shall
        not,
        from the date hereof, take or omit to take any step that would or might
        reasonably be expected to give rise to (i) any obligation under the UK Takeover
        Code on the part of that other Party to make an offer for any of the shares
        of
        the Target or to resist, vary, extend or withdraw such an offer once made;
        or
        (ii) any restriction under the UK Takeover Code on the ability of that other
        Party to make an offer for any of the shares of the Target or restrict the
        terms
        on which an offer must be made by that other Party; or (iii) any breach of
        the
        UK Takeover Code (by that other Party), in any such case without the consent
        of
        Harbinger and the Company.

       

      (f)         In
        relation to any announcement, public statement, circular or other document
        issued by any of the Parties or on its behalf in connection with the Firm
        Offer,
        the relevant Party shall, before making the same, to the extent permitted
        by
        applicable Law, inform the other Parties in writing of any proposed disclosures
        in the announcement, public statement, circular or other document in respect
        of
        such other Party or Parties and the announcement, public statement, circular
        or
        other document shall be, to the extent permitted in the time available subject
        to the approval of such other Party or Parties (not to be unreasonably withheld
        or delayed), save that a Party may not withhold its approval of the content
        of
        any announcement, public statement, circular or other document to the extent
        that such content reflects a matter that  is within the discretion of
        the other Party in accordance with the terms and conditions of this
        Agreement.

       

      Section
        15.2      Implementation
        Agreement. On a date subsequent to this Agreement, but on or prior to the
        Firm Offer Date, the Parties and the Target may enter into an implementation
        agreement (the "Implementation
        Agreement") to document the obligations of the Target and the Parties in
        relation to the conduct of the Firm Offer.

       

      Section
        15.3      Potential
        Payments under the Implementation
        Agreement.

       

      (a)         If
        the Parties enter into a termination fee arrangement then payment of such
        termination fee pursuant to the Implementation Agreement shall be made in
        accordance with Section
13.8.
        Upon the occurrence of a Reimbursement Event, the Company
        shall promptly reimburse Harbinger for any part of the termination fee paid
        to
        the Target provided that the aggregate of the payments pursuant to Section
        13.8 and this Section
        15.3 (the “Reimbursement Payments”) to be made by the
        Company to Harbinger shall not exceed $40,000,000. If the Reimbursement Payments
        exceed $40,000,000 then Harbinger shall promptly notify the Company of the
        allocation of the Reimbursement Payments between Section
        13.8 and this Section
        15.3 provided that such allocation shall
        not exceed an
        aggregate amount of $40,000,000. The Reimbursement Payments shall be payable
        by
        the Company in cash or through the issuance of shares of Voting Common Stock,
        in
        each case in accordance with the provisions set forth in Section
        13.8.

       


      
        
           
            

        

        
          81

          
            

          

        

        
           
            

        

      


       

      (b)         Under
        the Implementation Agreement, the Target may agree to pay an inducement or
        break
        fee to the Parties (the "Inducement
        Fee"). If such Inducement Fee is in fact paid by the Target pursuant
        to
        the terms of the Implementation Agreement, then the proceeds of this Inducement
        Fee shall be shared between the Parties on a pro rata basis, determined by
        reference to the ratio of $40,000,000 to the termination fee payable under
        Section
        15.3(a).

       

       

      ARTICLE
        XVI

       

      PRE-CLOSING
        COVENANTS

       

      Section
        16.1      Business
        Covenants
        of the
        Company. Except (i) as expressly contemplated or required by this
        Agreement, the Consulting Agreement or the Securities Purchase Agreement
        (including the provisions therein with respect to a "Superior Proposal"),
        (ii)
        as required by Law, the Company shall not, and it shall procure that no member
        of its Group will, without the prior written consent of Harbinger (which
        consent
        shall not be unreasonably withheld, conditioned or delayed):

       

      (a)         except
        as set forth in Section
        16.1(a) of the Company Disclosure Schedule,
        carry on its
        business otherwise than in the ordinary course and in all material respects
        consistent with past practice, provided that Harbinger acknowledges that
        although certain activities that the Group will be undertaking in developing
        its
        next generation satellite system and L-band system have not previously been
        undertaken by the Group they will not thereby be deemed to be outside the
        ordinary course or inconsistent with past practice; or

       

      (b)         except
        as set forth in Section
        16.1(b) of the Company Disclosure Schedule,
        alter in any
        material respects the nature or scope of its business; provided that Harbinger
        acknowledges that the Group will be developing its next generation satellite
        system and L-band system beyond the existing scope of its business and such
        activities will not be deemed to be in violation of this provision;
        or

       

      (c)         commence
        any negotiations or enter into any binding commitments in connection with
        any
        action that is reasonably likely to (i) delay, prejudice, or increase the
        cost
        of, obtaining the Debt Financing; (ii) prejudice the ability of Harbinger
        to
        procure the Equity Commitment Letter or delay its procurement in any way;
        or
        (iii) prejudice the ability of the Parties to complete the Offer, or delay
        completion of the Offer in any way; or

       

      (d)         except
        as set forth in Section
        16.1(d) of the Company Disclosure Schedule,
        enter into any
        binding commitments (i) in connection with any disposal of its business or
        any
        material asset of its business; or (ii) in connection with any acquisition
        of a
        material asset with a value of greater than $20 million; or (iii) which
        encumbers or creates an Encumbrance over any material asset of its business
        with
        a value greater than $20 million, provided that Harbinger is expressly
        authorized to bring business opportunities, including potential strategic
        business opportunities, to the Company and engage in discussions and/or
        negotiations concerning such potential strategic business opportunities for
        the
        Company following Completion, subject to Harbinger not breaching any applicable
        Laws in engaging in such discussions and/or negotiations and agreeing to
        involve
        or consult with the senior management

       


      
        
           
            

        

        
          82

          
            

          

        

        
           
            

        

      


       

      of
        the Company at the appropriate time, and subject further to any agreement
        reached as a result of such discussions and/or negotiations not being binding
        on
        the Company unless and until approved by the Company's Board; or

       

      (e)         except
        as set forth in Section
        16.1(e) of the Company Disclosure Schedule,
        enter into any
        substantial transaction out of the ordinary course of business of the Company
        (with Harbinger acknowledging that certain activities that the Group will
        be
        undertaking in developing its next generation satellite system and L-band
        system
        have not previously been undertaken by the Group and therefore they will
        not
        thereby be deemed to be outside the ordinary course), the value of which
        is in
        excess of 10% of the Company's enterprise value as at the date of such
        transaction; or

       

      (f)         except
        for dividends and distributions (i) made by any of its direct wholly owned
        Subsidiaries to the Company or another Subsidiary as permitted by the 14%
        Notes
        Indenture, the 16% Notes Indenture and the 16.5% Notes Indenture or (ii)
        made
        between MSV, MSV LLC and MSV Finance, resolve, declare, set aside or pay
        any
        dividends on or make any other distribution (whether in cash, stock or other
        property) in respect of any capital stock; or

       

      (g)         except
        as set forth in Section
        16.1(g) of the Company Disclosure Schedule
        and except for (i)
        the issuance of the Harbinger Shares or the issuance of equity securities
        or
        securities convertible into equity securities in furtherance of the Transactions
        (including the issuance of shares of Voting Common Stock or Non-Voting Common
        Stock under the Securities Purchase Agreement, the grant of warrants under
        the
        Securities Purchase Agreement and the issuance of shares of Voting Common
        Stock
        and/or Non-Voting Common Stock upon exercise thereof, and the issuance of
        shares
        of Voting Common Stock in the No-Deal Rights Offering), (ii) the issuance
        of
        equity securities pursuant to contractual obligations (including the issuance
        of
        shares of Voting Common Stock in exchange for shares of Non-Voting Common
        Stock
        in accordance with the terms thereof, and the issuance of shares of Voting
        Common Stock upon the exercise of outstanding warrants) as of the date hereof,
        and (iii) the issuance of shares of Voting Common Stock or Non-Voting Common
        Stock or debt securities or warrants convertible, exchangeable or exercisable
        into shares of Voting Common Stock or Non-Voting Common Stock, in an aggregate
        amount not to exceed 5 million shares of Common Stock in order to finance
        the
        Company's Business Plan with respect to the period after March 31, 2010,
        allot,
        issue, or authorize or propose the issuance of any capital stock or any
        securities convertible into capital stock, or rights, warrants or options
        to
        acquire any capital stock, or any securities convertible into capital stock,
        or
        transfer any stock out of treasury, or permit any Subsidiary to do any of
        the
        foregoing, whether with respect to its own stock capital (or securities
        convertible into or rights exercisable therefore or otherwise obligating
        the
        issuance thereof) or the capital stock of the Company (or securities convertible
        into the same or rights exercisable therefore or otherwise obligating the
        issuance thereof) other than (x) the allotment and issue of stock pursuant
        to
        the exercise or vesting of options or awards outstanding as at the date hereof
        under the Company's employee stock plans, (y)(a) the granting of options
        or
        awards under the Company's employee stock plans to newly hired employees
        consistent with past practice (such past practice to include awards granted
        under the equity incentive plan of MSV and the conversion of such award into
        equity securities of the Company), (y)(aa) annual grants to Board members
        consistent with past practice of up to 200,000 shares of Common Stock in
        total,
        and (z) the granting of up to 2 million new options or awards under the
        Company's employee

       


      
        
           
            

        

        
          83

          
            

          

        

        
           
            

        

      


       

      stock
        plans to officers, directors and employees consistent with past practice,
        provided that in the case of option grants pursuant to (y) and (z), such
        options
        shall be at a per share exercise price that is no less than the then-current
        market price of a share of Common Stock and shall not be subject to any
        accelerated vesting or other provision that would be triggered solely as
        a
        result of the consummation of the Transactions; or

       

      (h)         except
        as set forth in Section
        16.1(h) of the Company Disclosure Schedule,
        enter into a
        contract or transaction to which an Affiliate of the Company (other than
        a
        member of the Group or Harbinger) is a party;

       

      (i)         except
        as may be required by applicable Law, adopt or amend any employee stock plans,
        benefit plans, bonus plans or profit sharing plans in any manner that materially
        increases the compensation or benefits payable thereunder, other than as
        contemplated by this Agreement; or

       

      (j)         except
        (i) as set forth in Section 16.1(j) of the Company Disclosure Schedule, (ii)
        as
        part of the Debt Financing, and (iii) in order to raise debt to finance the
        Company's Business Plan with respect to the period after March 31, 2010,
        incur
        Indebtedness so as to increase net total borrowings under US GAAP (excluding,
        for the avoidance of doubt, preference stocks, finance leases, capitalized
        debt,
        issue costs, interest rate derivative instruments, and foreign exchange
        derivative instruments) to more than $1,660,000,000 or enter into any new
        loan
        agreement with any bank or other financial institution; or

       

      (k)         except
        as set forth in Section
        16.1(k) of the Company Disclosure Schedule,
        enter into any
        new capital expenditure commitments in excess of $10 million, with third
        parties; or

       

      (l)         change
        or modify the general terms of employment of any employee at the vice president
        level or above or the Company's or such Group member’s management or Directors
        in any material way, enter into new material arrangements with such employees,
        members of management or Directors or make any material improvements to the
        terms of any bonus arrangement applicable to such employees, members of
        management or Directors, other than in the ordinary course of business or
        pursuant to periodic salary or wage reviews in a manner consistent with past
        practice; or

       

      (m)           carry
        on its business otherwise than in accordance with the Business Plan in any
        way
        which could alter in any material respect the amounts needed to finance the
        Business Plan or the time at which any financial commitments need to be
        fulfilled;

       

      (n)         make
        or change any material election concerning Taxes or Tax Returns, file any
        material amended Tax Return, enter into any closing agreement with respect
        to
        Taxes, settle any material Tax claim or assessment or surrender any right
        to
        claim a material refund of Taxes or obtain any Tax ruling; or

       

      (o)         agree
        to do any of the foregoing.

       

      The
        covenants in this Section
        16.1 shall cease to apply if and for so
        long as Harbinger
        is in breach of its obligation to provide financing pursuant to the Securities
        Purchase Agreement,

       


      
        
           
            

        

        
          84

          
            

          

        

        
           
            

        

      


       

      except
        if such breach is excused on the grounds of the Company's breach of the
        Securities Purchase Agreement or default under the 16% Notes issued
        thereunder.

       

      Section
        16.2      Communication
        with Regulatory Authorities. Each of the Parties agrees that if it or any
        member of its Group or their respective advisors has any communication with
        or
        from any Regulatory Authority in respect of any matter in relation to the
        business or future operations of the Company or any member of the Company's
        Group, or on the Proposal or this Agreement, whether formal or informal,
        it
        shall, as soon as reasonably practicable after such communication and subject
        to
        any confidentiality restrictions imposed by such Regulatory Authority, inform
        the other Parties of such communication and provide the other Parties with
        copies of any written documents or correspondence.

       

      Section
        16.3      Information
        Rights. (a) Each of the Company and MSV agrees that Harbinger shall be
        entitled, through its officers, employees and representatives (including
        legal
        advisors and accountants), to make such reasonable and customary investigation
        of the properties, businesses and operations of the Group, such examination
        of
        the books, records and financial condition of such entities (and to make
        extracts and copies of such books and records) and to interview such officers
        and employees of the Group as Harbinger shall reasonably request. The Company
        shall cooperate fully with all such reasonable requests. The Company shall,
        and
        shall procure that each other member of its Group will, from the date of
        this
        Agreement provide Harbinger with copies of:

       

      (i)           the
        monthly management accounts of the Company and, if prepared, each other member
        of its Group;

       

      (ii)           the
        audited financial statements of the Company;

       

      (iii)           complete
        copies of any satellite health reports issued for each of the satellites
        used by
        the Company and its Subsidiaries and received by the Company or its Subsidiaries
        after the date of this Agreement; and

       

      (iv)           any
        new information which arises after the date of this Agreement which the
        Directors consider is likely to have a material negative impact on the business
        or the future operations of the Company, and its Subsidiaries, taken as a
        whole,

       

      in
        each case as soon as reasonably practicable after any such document is produced.
        Each of the Company, MSV and MSV LLC shall, upon reasonable notice, provide
        Harbinger, or its advisors, access to any documents reasonably requested
        by them
        after the date of this Agreement.

       

      (b)         Harbinger
        agrees that at any time after the Option Closing Date, the Company shall
        be
        entitled, through its officers, employees and representatives (including
        legal
        advisors and accountants), to make such reasonable and customary investigation
        of the properties, business and operations of TVCC LLC and LeaseCo, such
        examination of the books, records and financial condition of TVCC LLC and
        LeaseCo (and to make extracts and copies of such books and records) and to
        interview such officers and employees of the TVCC LLC and LeaseCo as the
        Company
        shall reasonably request. Harbinger shall procure that TVCC LLC and LeaseCo
        provide the Company with copies of:

       


      
        
           
            

        

        
          85

          
            

          

        

        
           
            

        

      


       

      (i)           the
        monthly management accounts of LeaseCo (to the extent that such accounts
        are
        prepared by LeaseCo in the ordinary course);

       

      (ii)           annual
        financial statements for TVCC LLC and LeaseCo; and

       

      (iii)           any
        new information which arises after the date of this Agreement which the
        directors of TVCC consider is likely to have a material negative impact on
        the
        business or future operations of TVCC LLC and LeaseCo, taken as a
        whole,

       

      in
        each case as soon as reasonably practicable after any such document is produced.
        Harbinger shall, upon reasonable notice, provide the Company, or its advisors,
        access to any documents relating to the business or operations of TVCC or
        LeaseCo reasonably requested by them after the Option Closing Date.

       

      Section
        16.4      Access
        Rights. The Company agrees to consider any reasonable request of
        Harbinger or its advisors, to make available:

       

      (a)         personnel
        of the Company or any member of its Group; and

       

      (b)         the
        auditors of the Company,

       

      to
        discuss and assist Harbinger in relation to planning and financing arrangements
        relating to the Proposal.

       

      Section
        16.5      Supplying
        Information. While the Harbinger Shares remain outstanding and are
        "restricted securities" within the meaning of Rule 144(a)(3) under the
        Securities Act, the Company shall, during any period in which the Company
        is not
        subject to in compliance with Section 13 or 15(d) of the Exchange Act, furnish
        to the holders of the Harbinger Shares and prospective purchasers of the
        Harbinger Shares designated by such holders, upon the request of such holders
        or
        such prospective purchasers, the information required to be delivered pursuant
        to Rule 144A(d)(4) under the Securities Act.

       

      Section
        16.6      Investment
        Company. The Company shall take all reasonable steps to ensure that it
        will not become subject to registration as "an investment company" under
        the
        Investment Company Act.

       

      Section
        16.7      Publicity.
        Each of the Company and Harbinger shall not issue, or permit any of its
        Affiliates, Directors, employees or advisors to issue, any press release
        or
        public announcement concerning this Agreement or the Transactions without
        obtaining the prior written approval of the other Party (not to be unreasonably
        withheld or delayed), unless disclosure is otherwise required by applicable
        Law
        or relevant Authority, including the UK Takeover Panel, provided that, to
        the
        extent required by applicable Law, such Party shall use its commercially
        reasonable efforts consistent with such applicable Law to consult with the
        other
        Party with respect to the text thereof.

       

      Section
        16.8      Blue
        Sky
        Compliance. The Company shall use its reasonable best efforts to qualify
        the Harbinger Shares for offer and sale under the securities or blue sky
        laws of
        such jurisdictions as Harbinger may reasonably request and shall continue
        such
        qualifications in

       


      
        
           
            

        

        
          86

          
            

          

        

        
           
            

        

      


       

      effect
        so long as required for the offering and resale of the Harbinger Shares;
        provided that the Company shall not be required to (i) qualify as a foreign
        corporation or other entity or as a dealer in securities in any such
        jurisdiction where it would not otherwise be required to so qualify, (ii)
        file
        any general consent to service of process in suits in any such jurisdiction
        or
        (iii) subject itself to Taxation in any such jurisdiction if it is not otherwise
        so subject.

       

      Section
        16.9      No
        General
        Solicitation or General Selling Efforts. In connection with the initial
        issuance of the Harbinger Shares, neither the Company nor any of its
        Subsidiaries, officers, directors and agents, and officers, directors and
        agents
        of its Subsidiaries shall (i) solicit offers for, or offer or sell, the
        Harbinger Shares by means of any form of general solicitation or any general
        advertising within the meaning of Rule 502(c) of Regulation D or in any manner
        involving a public offering within the meaning of Section 4(2) of the Securities
        Act or (ii) engage in any directed selling efforts within the meaning of
        Rule
        902 (c) of Regulation S, and all such persons will comply with the offering
        restrictions requirement of Regulation S.

       

      Section
        16.10    Licenses.
        The Company shall, and shall procure that each of its Subsidiaries, officers
        and
        directors, and officers and directors of its Subsidiaries shall, (i) use
        reasonable best efforts not to surrender, or to permit a materially adverse
        modification of, revocation of, forfeiture of, or failure to renew under
        regular
        terms, any of the MSV FCC Licenses that are material to its business or the
        business of MSV and its Affiliates, or cause the FCC to institute any
        proceedings for the revocation, suspension, or materially adverse modification
        of any such MSV FCC Licenses that are material to its business; and (ii)
        comply
        in all material respects with all requirements and conditions of the MSV
        FCC
        Licenses.

       

      Section
        16.11    Non
        Solicit. The Company undertakes that from the date of this Agreement up
        to and including Completion it shall not, and shall use its reasonable best
        efforts to procure that its Affiliates, Directors, employees and advisors
        shall
        not, without the written consent of Harbinger, directly or indirectly, solicit
        or initiate any approach from any Person, or enter into discussions or
        negotiations with any Person with regard to any offer for the Target, and
        the
        Company agrees to instruct its Affiliates, Directors, employees and advisors,
        during the term of this Agreement, not to solicit, initiate or negotiate
        with
        any such Person in relation to any possible offer for the Target on behalf
        of
        the Company.

       

      Section
        16.12    Compliance
        with Laws. Nothing in this Article
        XVI shall require the Company to take
        any action that
        would or could reasonably be regarded as a breach of any applicable
        Law.

       

      Section
        16.13    Triggering
        Investments. The Company shall use its commercially reasonable best
        efforts to cause the Target to agree to extend the "Effective Date", as defined in the
        Cooperation Agreement dated as of December 20, 2007 by and among MSV, Mobile
        Satellite Ventures (Canada) Inc., the Company and Inmarsat Global Limited
        (the
        "MSV/Target Cooperation
        Agreement"), to not earlier than three (3) years after the "Signing Date", as defined in
        the
        MSV/Target Cooperation Agreement, and Harbinger shall use its reasonable
        best
        efforts in cooperating with the Company in relation to this. If the Target
        so
        agrees then the Company shall not designate any investment by Harbinger,
        including the issuance of the 16% Notes pursuant to the Securities Purchase
        Agreement as a "Triggering
        Investment", as defined in the MSV/Target Cooperation Agreement, prior to
        the termination of this Agreement.

       


      
        
           
            

        

        
          87

          
            

          

        

        
           
            

        

      


      Section
        16.14    Phase
        1
        Notice. The Company shall not deliver to Inmarsat Global Limited a "Phase 1 Notice" as defined in the
        MSV/Target Cooperation Agreement. The Company shall ensure that neither MSV
        or
        Mobile Satellite Ventures (Canada) Inc., deliver to Inmarsat Global Limited
        a
        "Phase 1 Notice" as defined in
        the MSV/Target Cooperation Agreement.

       

      Section
        16.15    Business
        Covenants of Harbinger. Except
        (i) as required by Law or (ii) as set forth in Section
        16.15 of the Harbinger Disclosure Schedule,
        at all times
        after the Option Closing Date, Harbinger shall procure that neither TVCC
        nor
        LeaseCo nor any of their respective Subsidiaries will, without the prior
        consent
        of the Company (which consent shall not be unreasonably withheld, conditioned
        or
        delayed):

       

      (a)         carry
        on its business otherwise than in the ordinary course and in all material
        respects consistent with past practice; or

       

      (b)         alter
        the nature or scope of its business in any material way; or

       

      (c)         acquire
        any material asset or dispose of any material asset, or create an Encumbrance
        over any material assets of its business or any of its equity interests;
        or

       

      (d)         enter
        into any substantial transaction out of the ordinary course of business the
        value of which is in excess of 10% of either TVCC's or LeaseCo's enterprise
        value as at the date of such transaction, as applicable; or

       

      (e)         allot,
        issue, or authorize or propose the issuance of any membership or limited
        liability company interests or any securities convertible into membership
        or
        limited liability company interests, or rights, warrants or options to acquire
        any membership or limited liability company interests, or any securities
        convertible into membership or limited liability company interests, or permit
        any Subsidiary to do any of the foregoing, whether with respect to its own
        membership or limited liability company interests (or securities convertible
        into or rights exercisable therefore or otherwise obligating the issuance
        thereof) or the membership or limited liability company interests of TVCC
        or
        LeaseCo, as applicable (or securities convertible into the same or rights
        exercisable therefore or otherwise obligating the issuance thereof);
        or

       

      (f)         incur
        borrowings so as to increase net total borrowings under US GAAP to more than
        $10
        million or
        enter into any new loan agreement with any bank or other financial institution;
        or

       

      (g)         enter
        into any long term commitments that would extend beyond the TVCC Contribution
        Date; or

       

      (h)         make
        or change any material election concerning Taxes or Tax Returns, file any
        material amended Tax Return, enter into any closing agreement with respect
        to
        Taxes, settle any material Tax claim or assessment or surrender any right
        to
        claim a material refund of Taxes or obtain any Tax ruling; or

       

      (i)         agree
        to do any of the foregoing.

       


      
        
           
            

        

        
          88

          
            

          

        

        
           
            

        

      


      Section
        16.16    Confidentiality
        Agreement.  The Confidentiality Agreement dated April 10, 2008
        by and among the Company, Harbinger Master and Harbinger Special (the “Confidentiality Agreement”) and a Side
        Letter to the Confidentiality Agreement dated as of the date hereof from
        the
        Company to Harbinger Master and Harbinger Special (the “Confidentiality Side Letter”) shall
        remain in full force and effect in accordance with, and subject to, their
        terms.

       

      Section
        16.17    Waiver
        of
        Right of First Negotiation/ Pro Rata Participation Rights. Each Harbinger
        entity, on its own and on behalf of its controlled Affiliates, hereby
        irrevocably waives any right of first negotiation, or preemptive rights
        contained (i) in Section 8.6 of that certain Securities Purchase Agreement,
        dated as of December 15, 2007, by and among Mobile Satellite Ventures, L.P.,
        Mobile Satellite Ventures Finance Co, Harbinger Capital Partners Master Fund
        I,
        LTD and Harbinger Capital Partners Special Situations Fund, L.P., and (ii)
        in
        Section 8.7 of the Securities Purchase Agreement, which rights would arise
        or
        result from the issuance or exercise of the warrants or other securities
        to be
        issued under this Agreement, the Securities Purchase Agreement (except for
        any
        preemptive rights arising as a result of the Company or MSV entering into
        a
        Superior Proposal under the Securities Purchase Agreement, as such term is
        defined in Section 8.9 of the Securities Purchase Agreement), or the Stock
        Purchase Agreement.

       

      Section
        16.18    Waiver
        of
        Antidilution Adjustments. Each Harbinger entity, on its own and on behalf
        of its controlled Affiliates, hereby irrevocably waives any and all antidilution
        or similar adjustments contained in any security or agreement of the Company
        or
        any Subsidiary of the Company that Harbinger, or any such Affiliate,
        beneficially owns or is a party to on the date hereof, which adjustment would
        result from the issuance or exercise of the warrants or other securities
        to be
        issued under this Agreement, the Securities Purchase Agreement (except for
        any
        such rights arising as a result of the Company or MSV entering into a Superior
        Proposal under the Securities Purchase Agreement, as such term is defined
        in
        Section 8.9 of the Securities Purchase Agreement), or the Stock Purchase
        Agreement.

       

      Section
        16.19    Amendment
        of
        16.5% Notes. Harbinger represents and warrants that it is the sole holder
        (as such term is defined in the 16.5% Notes Indenture) of all of MSV's
        outstanding 16.5% Notes, including any additional 16.5% Notes issued after
        January 7, 2008 as paid-in-kind interest, free and clear of any lien, pledge
        or
        encumbrance of any kind. Harbinger hereby agrees to consent to amend the
        16.5%
        Notes Indenture in order to (i) subordinate in right of payment on customary
        terms for high yield notes such portion of the 16.5% Notes and the subsidiary
        guarantees thereof to the 14% Notes and the related guarantees, as applicable,
        as is necessary to permit the 16% Notes and related guarantees to be issued
        from
        time to time pursuant to and in accordance with the closing schedule set
        forth
        in the Securities Purchase Agreement (after MSV first utilizes all other
        debt
        incurrence capacity available under the 14% Notes Indenture (other than clause
        (b)(1) of Section 4.09 thereof provided that the Net Cash Proceeds specified
        therein were not from the sale of Capital Stock to, or direct or indirect
        cash
        contributions from, Harbinger or its Affiliates) which would allow the 16%
        Notes
        to be issued without being subordinated in right of payment), and (ii) extend
        the maturity date of the 16.5% Notes to July 2, 2013 in a form to be mutually
        agreed upon by the Company and Harbinger ((i) and (ii), collectively, the
        "Proposed Amendments"). In the event
        that the 16% Notes are issued on one or more dates, the amount of 16.5% Notes
        that may become subordinated to the 14% Notes and amended as provided herein
        will be measured and adjusted on each issuance date of

       


      
        
           
            

        

        
          89

          
            

          

        

        
           
            

        

      


       

      the
        16% Notes. Harbinger agrees and consents to (1) the issuers entering into
        a
        supplemental indenture to amend the 16.5% Notes Indenture in order to effectuate
        the Proposed Amendments and to take such further action to effectuate the
        foregoing if, as and when required; and (2) to require each Person to which
        Harbinger transfers any of the 16.5% Notes prior to the earlier of (a) the
        Fourth Closing Date (as defined in the Securities Purchase Agreement) and
        (b)
        the termination of Harbinger’s obligation to purchase the 16% Notes pursuant to
        the Securities Purchase Agreement and to agree in writing to be bound by
        the
        obligations of Harbinger set forth in this Section 16.19 and to take such
        further action to effectuate the foregoing if, as and when
        required.

       

       

      ARTICLE
        XVII

       

      SPONSOR
        FEE

       

      Section
        17.1      Sponsor
        Fee.

       

      (a)         On
        the Closing Date, the Company shall make indefeasible payment of the Sponsor
        Fee
        to Harbinger. Payment of the Sponsor Fee shall be satisfied by issuance by
        the
        Company of 2,641,000 shares of Voting Common Stock (the "Sponsor
        Fee
        Shares") to Harbinger Master, Harbinger Special, Harbinger Fund,
        Harbinger Satellite Fund and/or one or more Harbinger Designees (such entity
        or
        entities referred to as the "Sponsor
        Fee
        Payees"), as directed by Harbinger in written notice to the Company at
        least one (1) Business Day prior to Closing Date.

       

      (b)         Prior
        to payment of the Sponsor Fee, Harbinger shall deliver to the Company properly
        executed Internal Revenue Service Forms W-9, W-8ECI or W-8BEN (or applicable
        successor form), or W-8IMY (or applicable successor form) (with all required
        attachments) (and all applicable state and local forms and certificates),
        along
        with such other certificates, documents and information the Company determines
        necessary in connection with the Company's determination of its obligation
        to
        withhold Tax in respect of the Sponsor Fee. Except to the extent provided
        in the
        immediately following sentence, such forms and, in the case of a Form W-8IMY,
        any Forms W-9, W-8ECI or W-8BEN furnished therewith (or with any other Forms
        W-8IMY furnished therewith), and, as relevant, any other certificates, documents
        or information requested by the Company in connection therewith, shall establish
        a complete exemption from United States withholding Taxes (and other applicable
        Taxes collected through withholding or deductions from amounts payable) in
        respect of the Sponsor Fee. Notwithstanding the preceding sentence, if Harbinger
        is unable to deliver forms, certifications, documents and other information
        establishing a complete exemption from withholding of such Taxes, prior to
        the
        Company's payment of the Sponsor Fee Harbinger shall deliver to the Company
        cash, by wire transfer of immediately available funds, in an amount determined
        by the Company, based on the information set forth in such forms,
        certifications, documents and information, which the Company shall promptly
        remit to the Internal Revenue Service (or other relevant Taxing Authority,
        as
        applicable) in payment of the Taxes otherwise required to be withheld or
        deducted with respect to the Sponsor Fee. If the Internal Revenue Service
        (or
        other relevant Taxing Authority) prevails in any claim or proceeding that
        additional withholding Taxes are due in respect of the Sponsor Fee, Harbinger
        shall cooperate with the Company in satisfying such claim and shall deliver
        cash
        proceeds, by wire transfer of immediately available funds, to

       


      
        
           
            

        

        
          90

          
            

          

        

        
           
            

        

      


       

      the
        Company not later than 5 days prior to the due date for satisfaction of such
        claim, in the amount due in respect of such claim, and the Company shall
        remit
        the amount so delivered to the Internal Revenue Service (or other relevant
        Taxing Authority, as applicable) on or prior to the due date for payment
        of such
        claim.

       

      (c)         On
        the Closing Date, the Company shall deliver to the relevant Sponsor Fee Payees
        one or more certificates evidencing the issuance of the Sponsor Fee Shares
        registered in the name of the applicable Sponsor Fee Payees.

       

       

      ARTICLE
        XVIII

       

      INDEMNIFICATION

       

      Section
        18.1      Indemnification
        for Misstatements or Omissions in Public Documents. The Company (an
        "Indemnifying Party") agrees to
        indemnify, to the extent permitted by Law, Harbinger, each Harbinger Designee,
        any of its or their Affiliates and its and their respective officers, directors,
        employees, agents, attorneys, representatives, successors, assigns (an "Indemnified Party"), and Harbinger (an
        "Indemnifying Party") agrees to
        indemnify, to the extent permitted by Law, the Company, MSV the Company’s
        Subsidiaries and each of their respective officers, directors, employees,
        agents, attorneys, representatives, successors, assigns and Affiliates (each,
        an
        "Indemnified Party") against all
        Losses arising out of, or based on (i) any untrue or alleged untrue statement
        of
        a material fact provided by the Indemnifying Party contained or incorporated
        by
        reference in the Information Statement, the Other Filings, the Offer Shares
        Registration Statement, the Financing Rights Registration Statement, the
        No-Deal
        Rights Registration Statement, the Offer Shares Prospectus, the Financing
        Rights
        Prospectus, any "issuer free writing prospectus" (as defined in Securities
        Act
        Rule 433), the Offer Document or Scheme Document, as applicable, the No-Deal
        Rights Prospectus or the Other No-Deal Rights Filings or any amendment thereof
        or supplement thereto; (ii) any omission or alleged omission of a material
        fact
        provided by the Indemnifying Party required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading; or (iii) any violation or alleged violation by an
        Indemnifying Party of the Securities Act, the Exchange Act or applicable
        blue
        sky laws in respect of the Information Statement, the Offer Shares Registration
        Statement, the Financing Rights Registration Statement, the No-Deal Rights
        Registration Statement, the Offer Shares Prospectus, the Financing Rights
        Prospectus, any "issuer free writing prospectus" (as defined in Securities
        Act
        Rule 433), the Offer Document or Scheme Document, as applicable, the No-Deal
        Rights Prospectus or the Other No-Deal Rights Filings or any amendment thereof
        or supplement thereto, or otherwise in connection with the Transactions.
        Any
        Person seeking indemnification pursuant to this Section
        18.1 shall notify the Indemnifying Party
        of any claim with
        respect to which it seeks indemnification (provided that the failure to give
        notice shall not impair or waive such Person's right to indemnification
        hereunder) and unless in such Indemnified Party's reasonable judgment a conflict
        of interest between such Indemnified Party and Indemnifying Party may exist
        with
        respect to such claim, permit such Indemnifying Party to assume the defense
        of
        such claim with counsel reasonably satisfactory to the Indemnified Party.
        If
        such defense is assumed, the Indemnifying Party shall not be subject to any
        liability for any settlement made by the Indemnified Party without its consent,
        unless the relief consists solely of money damages and does not require an
        express admission of wrongdoing by the Indemnified Party. An Indemnifying
        Party
        who is not entitled to,

       


      
        
           
            

        

        
          91

          
            

          

        

        
           
            

        

      


       

      or
        elects not to, assume the defense of a claim shall not
        be obligated to pay the fees and expenses of more than one counsel (in addition
        to local counsel) for all Indemnified Parties with respect to such claim,
        unless
        in the reasonable judgment of any Indemnified Party there may be one or more
        legal or equitable defenses available to such Indemnified Party that are
        in
        addition to or may conflict with those available to another Indemnified Party
        with respect to such claim. Failure to give notice shall not release the
        Indemnifying Party from its obligations hereunder. The indemnification provided
        for under this Section
        18.1 shall remain in full force and effect
        regardless of
        any investigation made by or on behalf of the Indemnified Party or any officer,
        director or controlling Person of such Indemnified Party. If the indemnification
        provided under this Section
        18.1 is held by a court to be unavailable
        or unenforceable
        in respect of any Losses referred to herein, then each applicable Indemnifying
        Party, in lieu of indemnifying such Indemnified Party, shall contribute to
        the
        amount paid or payable by such Indemnified Party as a result of such Losses,
        in
        such proportion as is appropriate to reflect the relative fault of the
        Indemnifying Party on the one hand and of the Indemnified Party on the other,
        in
        connection with the statements or omissions that result in such Losses, as
        well
        as any other relevant equitable considerations. The relative fault of the
        Indemnifying Party on the one hand and of the Indemnified Party on the other
        shall be determined by reference to, among other things, whether the untrue
        or
        alleged untrue statement of a material fact or the omission or alleged omission
        to state a material fact relates to information supplied by the Indemnifying
        Party or by the Indemnified Party, and by such Party 's relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        statement or omission. In no event shall the liability of the Indemnified
        Parties for contribution pursuant to this Section
        18.1 be greater than the amount for which
        the Indemnified
        Parties would have been liable pursuant to this Section 18.1 had
        indemnification been available and
        enforceable.

       

       

      ARTICLE
        XIX

       

      NO-DEAL
        RIGHTS
        OFFERING

       

      Section
        19.1      No-Deal
        Rights
        Offering. Upon the occurrence of a Reimbursement Event, the Company shall
        be required to make a subscription offering (the "No-Deal Rights Offering") of
        250,000,000 shares of Voting Common Stock. The Company shall commence the
        No-Deal Rights Offering within 30 days after the No-Deal Rights Registration
        Statement is declared effective by the SEC. The No-Deal Rights Offering shall
        be
        open to (i) Harbinger, with respect to the rights to purchase 50,000,000
        shares
        of Voting Common Stock in the No-Deal Rights Offering, and (ii) each holder
        of  shares of Voting Common Stock, Non-Voting Common Stock,
        unexercised warrants and options granted by the Company over shares of Common
        Stock (including, for the avoidance of doubt, Harbinger), as at the Notification
        Date (the "Record Date"), with
        respect to the rights to purchase the other 200,000,000 shares of Voting
        Common
        Stock in the No-Deal Rights Offering. The No-Deal Rights Offering shall confer
        on each such holder a right to receive, pro rata to the number of shares
        of
        Common Stock or rights to subscribe for shares of Common Stock pursuant to
        such
        warrants or options that it holds as at the Record Date, the non-transferable
        subscription rights referred to in Section
        19.3.

       

      Section
        19.2      No-Deal
        Rights
        Prospectus, Other No-Deal Rights Filings.

       


      
        
           
            

        

        
          92

          
            

          

        

        
           
            

        

      


       

      (a)         The
        Company shall prepare and file with the SEC as promptly as practicable after
        the
        occurrence of the Reimbursement Event (and in any event within 30 Business
        Days
        after the occurrence of the Reimbursement Event), a registration statement
        on
        Form S-3, or if Form S-3 is not then available to the Company, such form
        of
        registration statement that is then available to the Company to effect
        registration of securities, (the “No-Deal
        Rights
        Registration Statement”) including a form prospectus relating to the
        No-Deal Rights Offering (as amended or supplemented from time to time, the
        "No-Deal
        Rights Prospectus"). Each of the Company, Harbinger Master, Harbinger
        Special, Harbinger Fund and Harbinger Satellite Fund shall, or shall cause
        its
        respective Affiliates to, prepare and file with the SEC as promptly as
        reasonably practicable all other documents that are required to be filed
        by such
        Party in connection with the No-Deal Rights Offering (the "Other
        No-Deal
        Rights Filings") including amending the No-Deal Rights Registration
        Statement and the No-Deal Rights Prospectus as may be required so to obtain
        the
        approval of the SEC to mail the No-Deal Rights Prospectus to the stockholders
        of
        the Company. Each of the Company, Harbinger Master, Harbinger Special, Harbinger
        Fund and Harbinger Satellite Fund shall promptly obtain and furnish to the
        others such information concerning itself and its Affiliates that is required
        to
        be included in the No-Deal Rights Registration Statement, the No-Deal Rights
        Prospectus or, to the extent applicable, the Other No-Deal Rights Filings,
        or
        that is customarily included therein. Each of the Company, Harbinger Master,
        Harbinger Special. Harbinger Fund and Harbinger Satellite Fund shall use
        its
        reasonable best efforts to respond as promptly as reasonably practicable
        to any
        comments of the SEC with respect to the No-Deal Rights Registration Statement,
        the No-Deal Rights Prospectus and Other No-Deal Rights Filings, and the Company
        shall use its reasonable best efforts to cause the definitive No-Deal Rights
        Prospectus to be mailed to the Company's stockholders within two (2) Business
        Days after the SEC declares the No-Deal Rights Registration Statement effective.
        The Company shall promptly notify Harbinger upon the receipt of any comments
        from the SEC or its staff or any request from the SEC or its staff for
        amendments or supplements to the No-Deal Rights Registration Statement, the
        No-Deal Rights Prospectus or the Other No-Deal Rights Filings and shall provide
        Harbinger with copies of all correspondence between the Company and its
        representatives, on the one hand, and the SEC and its staff, on the other
        hand,
        relating to the No-Deal Rights Registration Statement, the No-Deal Rights
        Prospectus or the Other No-Deal Rights Filings. If any information relating
        to
        the Company, Harbinger or any of their respective Affiliates, officers or
        directors, should be discovered by the Company or Harbinger which should
        be set
        forth in an amendment or supplement to the No-Deal Rights Registration
        Statement, the No-Deal Rights Prospectus or the Other No-Deal Rights Filings,
        so
        that the No-Deal Rights Registration Statement, the No-Deal Rights Prospectus
        or
        the Other No-Deal Rights Filings shall not contain any untrue statement of
        a
        material fact or omit to state any material fact required to be stated therein
        or necessary in order to make the statements therein, in light of the
        circumstances under which they are made, not misleading, the Party that
        discovers such information shall promptly notify the other Party, and an
        appropriate amendment or supplement describing such information shall be
        filed
        with the SEC and, to the extent required by applicable Law, disseminated
        to the
        stockholders of the Company. Notwithstanding anything to the contrary stated
        above, prior to filing the No-Deal Rights Registration Statement or filing
        or
        mailing the No-Deal Rights Prospectus (or filing the Other No-Deal Rights
        Filings (or, in each case, any amendment or supplement thereto, but not
        including any Exchange Act filings incorporated by reference in the No-Deal
        Rights Registration Statement, the No-Deal Rights Prospectus or any Other
        No-Deal Rights Filings)) or responding to any comments of the SEC with respect
        thereto,

       


      
        
           
            

        

        
          93

          
            

          

        

        
           
            

        

      


       

      the
        Company shall provide Harbinger an opportunity to review and comment on the
        No-Deal Rights Registration Statement, the No-Deal Rights Prospectus and
        shall
        give due consideration to the No-Deal Rights Prospectus comments proposed
        by
        Harbinger.

       

      (b)         The
        No-Deal Rights Registration Statement, the No-Deal Rights Prospectus and
        the
        Other No-Deal Rights Filings that are filed by the Company will comply as
        to
        form in all material respects with the requirements of the Securities Act,
        and
        the rules and regulations promulgated thereunder. The Company hereby covenants
        and agrees that none of the information included or incorporated by reference
        in
        the No-Deal Rights Registration Statement, the No-Deal Rights Prospectus
        or in
        the Other No-Deal Rights Filings to be made by the Company will, in the case
        of
        the No-Deal Rights Registration Statement or any amendment or supplement
        thereto, at the date it is filed with the SEC, in the case of the No-Deal
        Rights
        Prospectus, at the date it is first mailed to the Company's stockholders
        or at
        the time of any amendment or supplement thereof, or, in the case of any Other
        No-Deal Rights Filing, at the date it is first mailed to the Company's
        stockholders or at the date it is first filed with the SEC, contain any untrue
        statement of a material fact or omit to state any material fact required
        to be
        stated therein or necessary in order to make the statements therein, in light
        of
        the circumstances under which they are made, not misleading. Notwithstanding
        anything to the contrary contained herein, the Company makes no representation
        or covenant with respect to any information provided by or on behalf of
        Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite
        Fund
        specifically for inclusion in the No-Deal Registration Statement, the No-Deal
        Rights Prospectus or any Other No-Deal Rights Filings and included in the
        No-Deal Rights Registration Statement, the No-Deal Rights Prospectus or any
        Other No-Deal Rights Filings in the form and context in which it was provided
        by
        Harbinger.

       

      Section
        19.3      No-Deal
        Rights
        Subscription Privilege and No-Deal Rights Subscription Price. Each
        non-transferable subscription right shall entitle the relevant holder to
        purchase one share of Voting Common Stock for a price of $4.00 (the "No-Deal Rights Subscription Price").
        Such right is referred to as the "No-Deal Rights Subscription
        Privilege". The No-Deal Rights Subscription Privileges shall be evidenced
        by non-transferable subscription rights certificates.

       

      Section
        19.4      Exercise
        of
        the No-Deal Rights Subscription Privilege. The No-Deal Rights
        Subscription Privilege shall be exercisable by each initial holder thereof
        in
        whole or in part.

       

      Section
        19.5      Transferability
        of the No-Deal Rights Subscription Privileges. The No-Deal Rights
        Subscription Privileges may not be sold, transferred, or assigned to any
        Person
        or entity, other than by operation of law or testamentary transfer and shall
        not
        be listed for trading on any stock exchange or market or on the OTC Bulletin
        Board.

       

      Section
        19.6      Adjustment
        of
        No-Deal Rights Subscription Price. The No-Deal Rights Subscription Price
        shall be capable of proportionate adjustment to reflect any stock
        consolidations, stock splits, interim rights offerings, non-cash distributions,
        spin-offs, reclassifications, schemes of arrangements, payments of cash
        dividends or other similar transactions.

       


      
        
           
            

        

        
          94

          
            

          

        

        
           
            

        

      


      Section
        19.7      Irrevocable
        Exercise. To the extent permitted by applicable Law, the terms of the
        No-Deal Rights Offering shall provide that the exercise of No-Deal Rights
        Subscription Privileges by the Company's stockholders is
        irrevocable.

       

      Section
        19.8      Fractional
        Shares. Fractional No-Deal Rights Subscription Privileges shall not be
        allocated to holders, and the pro rata entitlements of holders shall be
        eliminated by rounding down to the nearest whole number. No cash will be
        issued
        in lieu of fractional shares.

       

      Section
        19.9      No-Deal
        Over
        Subscription Rights. Harbinger shall have the right to subscribe for all
        of the shares of the Voting Common Stock available to it pursuant to its
        No-Deal
        Rights Subscription Privilege under the No-Deal Rights Offering. Furthermore,
        Harbinger shall have the right, but not the obligation, to subscribe for
        all or
        any shares of Voting Common Stock that are not subscribed by the Company's
        other
        stockholders through the exercise of their No-Deal Rights Subscription
        Privileges (the "No-Deal Over
        Subscription Rights"). No Company stockholder, other than Harbinger,
        shall have any such No-Deal Over Subscription Rights.

       

      Section
        19.10    Fees
        and
        Expenses. All of the costs and expenses of the Company in connection with
        the No-Deal Rights Offering shall be borne solely by the Company.

       

      Section
        19.11    Proceeds
        from
        the No-Deal Rights Offering.

       

      (a)         The
        subscription agent shall be required to hold funds received in payment for
        shares of the Voting Common Stock in a segregated account pending completion
        of
        the No-Deal Rights Offering. The subscription agent shall hold such funds
        in
        escrow until the No-Deal Rights Offering is completed or is withdrawn and
        canceled. The Company may invest such proceeds in liquid securities with
        an AAA
        rating, or its equivalent, with a reputable credit rating agency pending
        use
        thereof.

       

      (b)         The
        Company shall be required to use the net proceeds of the No-Deal Rights Offering
        (the "No-Deal
        Rights
        Proceeds") as follows:

       

      (i)           the
        Company shall first discharge all of its costs and expenses incurred in
        connection with the No-Deal Rights Offering and the Transactions, including
        all
        Reimbursement Payments;

       

      (ii)           following
        payment of all of its costs and expenses incurred in connection with the
        No-Deal
        Rights Offering, the Transactions and the Reimbursement Payments the Company
        shall then be required and entitled to use the balance of the No-Deal Rights
        Proceeds to repay any outstanding principal amount of 16% Notes issued pursuant
        to the Securities Purchase Agreement pursuant to the Reimbursement Offer
        (as
        such term is defined in the 16% Notes Indenture); and

       

      (iii)           Following
        the payment of the amounts referred to under (i) and (ii) above, the balance
        of
        the No-Deal Rights Proceeds may be used for any lawful purpose.

       

      Section
        19.12    No
        Underwriting. The No-Deal Rights Offering shall not be underwritten by
        any third parties.

       


      
        
           
            

        

        
          95

          
            

          

        

        
           
            

        

      


      Section
        19.13    No
        Standby
        Purchase Agreement. The Company shall not enter into any standby purchase
        agreement with any standby purchasers in connection with the No-Deal Rights
        Offering.

       

      Section
        19.14    Termination
        of
        the No-Deal Rights Offering.

       

      (a)         The
        No-Deal Rights Offering shall expire on the 20th Business Day following its
        commencement.

       

      (b)         Subject
        to the requirements of Law, the Company's Board may not, without Harbinger's
        express consent, terminate or cancel the No-Deal Rights Offering at any time
        prior to its expiration for any reason, unless the SEC so requests or the
        same
        is mandated by any court of competent jurisdiction.

       

       

      ARTICLE
        XX

       

      AMENDED
        PROPOSALS

       

      Section
        20.1      Amended
        Proposals. If following execution of this Agreement, Harbinger or the
        Company considers, acting reasonably, that any or all of the Tax costs
        associated with the Proposal and/or the Contribution and/or the group structure
        post-Completion could be mitigated or reduced (a "Tax Saving") then Harbinger and the
        Company shall discuss, in good faith, whether the Proposal and/or the
        Contribution could be amended (an "Amended Proposal") so as to achieve
        the Tax Saving. Harbinger and the Company shall also negotiate in good faith
        with a view to agreeing to such amendment to the terms of this Agreement
        which
        are reasonably necessary or appropriate in order to give effect to any Amended
        Proposal. If the Amended Proposal would impose any material incremental Taxes,
        costs or expense on the Party not proposing such Amended Proposal, the Party
        proposing such Amended Proposal (i) shall indemnify and hold the other Party
        harmless from and against any increase in the Tax liability of the other
        Party
        resulting as a consequence of the implementation of such Amended Proposal
        over
        the Tax liability of such other Party reasonably anticipated to have resulted
        as
        a consequence of implementing the transactions as contemplated by the Proposal
        and Contribution as set forth in this Agreement as in effect on the date
        first
        set forth hereinabove, and (ii) shall pay the costs and expenses of the other
        Party relating to the implementation of such Amended Proposal in excess of
        the
        costs and expenses reasonably anticipated to have been incurred in connection
        with implementing the transactions as contemplated by the Proposal and
        Contribution as set forth in this Agreement as in effect on the date first
        set
        forth hereinabove.

       

      Section
        20.2      Alternative
        Method of Contributing the Contribution Shares, the Converted Shares and/or
        the
        Convertible Bonds.

       

      Each
        of Harbinger Master and Harbinger Special shall have the right, prior to
        the
        relevant Contribution Closing Date, to transfer any or all of the Contribution
        Shares and/or the Converted Shares and/or the Convertible Bonds (each an
“Interest”
        and together the “Interests”)
        which it holds to one or more of its newly organized wholly-owned Subsidiaries,
        from time to time (“NewCos”
        and each a “NewCo”),
        and instead of directly transferring, or procuring the direct transfer of,
        the
        Interests to the Company pursuant to, and in accordance with, the terms of
        this

       


      
        
           
            

        

        
          96

          
            

          

        

        
           
            

        

      


       

      Agreement,
        the Parties agree that each of Harbinger Master
        and Harbinger Special shall have the right to transfer to the Company its
        shareholding in the relevant NewCo holding any such Interests, provided such
        shareholding is the entire issued share capital of such NewCo and provided
        further that such NewCo shall have good and valid title to the relevant Interest
        free and clear of all Encumbrances and shall have no other material liabilities.
        The Parties agree that the transfer of the entire issued share capital of
        one or
        more NewCos, and the indirect transfer of any or all Interests held by such
        NewCos, together with the transfer of any or all remaining Interests which
        each
        of Harbinger Master and Harbinger Special continues to directly hold to the
        Company will satisfy each of Harbinger Master’s and Harbinger Special’s
        obligations pursuant to the terms of this Agreement to contribute the Interests
        to the Company. The Parties hereby agree that if each of Harbinger Master
        and
        Harbinger Special transfers any or all Interests to a NewCo or NewCos, and
        intends to transfer such NewCo or NewCos to the Company, then this Agreement
        shall be amended such that: (i) following the date of such transfer to the
        relevant NewCos, any of Harbinger’s representations, warranties
        and  covenants with respect to the Interests shall be taken, as
        relevant, to refer to Harbinger’s shareholdings in the NewCos holding the
        relevant Interests; (ii) each of Harbinger Master and Harbinger Special shall
        receive the same consideration for the transfer of the NewCos and/or the
        Interests, as it would have received had such Interests been transferred
        directly to the Company by Harbinger Master and Harbinger Special, together
        with
        additional consideration, to be satisfied by way of an issuance by the Company
        of shares of Voting Common Stock at the Agreed Issue Price, equal to the
        amount
        of net cash held by the relevant NewCos at the Contribution Shares Closing
        Date
        (subject to a cap of $2,000,000); (iii) any other consequential amendments
        to
        this Agreement shall be made to the extent necessary to reflect the transfer
        of
        the NewCos; and (iv) all other actions are taken to effect the transfer of
        the
        NewCos as contemplated in this Section 20.2.
        The
        Parties hereby agree that if each of Harbinger Master and Harbinger Special
        transfers any or all Interests to a NewCo or NewCos, and intends to transfer
        such NewCo or NewCos to the Company, then (a) each such NewCo shall be eligible
        to be disregarded as an entity separate from its owner for United States
        federal
        income tax purposes, (b) each of Harbinger Master and Harbinger Special shall
        cause such NewCo or NewCos to file an election or elections to be so disregarded
        for United States federal income tax purposes, effective on or prior to the
        date
        of the transfer of any Interest, and shall provide a copy of such elections(s)
        to the Company within ten (10) days of making such election.

       

      Section
        20.3      Conversion/Exchange
        of Non-Voting Common Stock.

       

      (a)         If
        Harbinger determines to exercise its rights under this Section
        20.3(a),
        Harbinger shall notify the Company at least four (4)
        calendar months prior to the date that, in the good faith opinion of Harbinger,
        the Regulatory Approvals are likely to be obtained. Upon receipt of Harbinger’s
        notification, the Company agrees that it shall use its best efforts to cause
        (as
        soon as reasonably practical but in any event no earlier than the Regulatory
        Approvals being obtained in accordance with Article VIII or Harbinger serving
        a
        notice in accordance with Section
        8.12 notifying the Company of the occurrence
        of the
        Satisfaction Date) each share of Non-Voting Common Stock either to be converted
        into or exchanged for one share of Voting Common Stock (collectively, the
“Non-Voting
        Common Stock Conversion”). If the Non-Voting Common Stock Conversion is
        effected by way of an amendment to the Company’s certificate of incorporation,
        Harbinger agrees to vote all its shares of Voting Common Stock that it is
        entitled to vote on such amendment in favor thereof (but not any other
        modification or amendment to the

       


      
        
           
            

        

        
          97

          
            

          

        

        
           
            

        

      


       

      Company’s
        certificate of incorporation). As a result of the Non-Voting Common Stock
        Conversion, the Company shall have only one class of outstanding stock
        immediately prior to the first Contribution Closing Date.

       

      (b)         It
        is the intention of the parties that the Non-Voting Common Stock Conversion
        shall qualify as a recapitalization under Section 368(a)(1)(E) of the Code
        and
        an exchange under Section 1036 of the Code and in each case the rules and
        regulations promulgated thereunder.

       

      (c)         If
        the Company has not, by the time of the Notification Date, effected the Non
        Voting Common Stock Conversion, Harbinger shall have the right to require
        the
        Company to effect (by no later than the first Contribution Closing Date)
        a
        reorganization pursuant to Section 251(g) of the DGCL, pursuant to which
        (i) all
        stockholders of the Company (including Harbinger) shall contribute, or shall
        be
        treated as contributing for US federal income tax purposes, their holdings
        of
        Common Stock to a corporation (the “New
        Parent”) in return for the issue of the same amount of common stock in
        New Parent; and (ii) Harbinger shall contribute the Contribution Assets to
        New
        Parent in return for the issue of common stock in New Parent in the same
        amount
        as provided in Section
        2.1, in each case in a transaction qualifying
        as an exchange
        governed by Section 351(a) of the Code. The Parties hereby agree that if
        such a
        reorganization occurs, then this Agreement shall be amended such that following
        the date of such reorganization, (1) New Parent shall become a Party to this
        Agreement and shall be bound by all of the covenants of the Company; (2)
        any of
        the Company’s representations, warranties and covenants contained in this
        Agreement with respect to its capital structure shall be taken, as relevant,
        to
        refer to New Parent’s capital structure; and (3) any other consequential
        amendments to this Agreement and the Stock Purchase Agreement shall be made
        to
        the extent necessary to reflect the reorganization.

       

      (d)         It
        shall be a condition to the consummation of the Transactions as modified
        pursuant to Section 20.3(c) that each of Harbinger and the Company shall
        have
        received from Weil, Gotshal & Manges LLP and Skadden, Arps, Slate, Meagher
& Flom LLP, respectively (or other nationally recognized tax counsel
        reasonably acceptable to each party) a written opinion, dated the first
        Contribution Closing Date, in form and substance reasonably satisfactory
        to
        Harbinger and the Company, as applicable, on the basis of the facts,
        representations and assumptions set forth in such opinion, to the effect
        that
        the contribution of the Contribution Assets and the contribution of the Common
        Stock to New Parent that is deemed to occur as a consequence of the transactions
        described in Section 20.3(c) in connection with the Transactions as so modified
        will be treated for United States federal income tax purposes as an exchange
        governed by Section 351(a) of the Code. Harbinger and the Company shall furnish
        such certificates to such tax counsel, executed by appropriate officers of
        Harbinger and the Company, containing representations and covenants as to
        certain matters as may reasonably be requested by such counsel in connection
        with (i) such opinion, (ii) any opinion rendered by such counsel in connection
        with the consummation of the Transactions as modified pursuant to Section
        20.3(a) and (iii) any other Tax opinion relating to the Transactions as modified
        pursuant to Section 20.3(a) or 20.3(c) as may be required in connection with
        the
        effectiveness of any registration statement, proxy statement, prospectus
        or
        similar document filed with the SEC or FSA, upon which such tax counsel will
        be
        entitled to rely in rendering any such opinion.

       


      
        
           
            

        

        
          98

          
            

          

        

        
           
            

        

      


       

      ARTICLE
        XXI

       

      MISCELLANEOUS

       

      Section
        21.1      Governing
        Law. This Agreement shall be governed by and construed in accordance
        with
        the Laws of the State of New York applicable to contracts made and performed
        in
        such State and without regard to the conflicts or choice of law provisions
        thereof that would give rise to the application of the domestic substantive
        Law
        of any other jurisdiction.

       

      Section
        21.2      Jurisdiction.
        The Parties hereby irrevocably submit to the exclusive jurisdiction of any
        federal or state court located within the County, City and State of New York
        over any dispute arising out of or relating to this Agreement or any of the
        Transactions and each Party hereby irrevocably agrees that all claims in
        respect
        of such dispute or any legal proceeding related thereto may be heard and
        determined in such courts. Each Party hereby irrevocably waives, to the fullest
        extent permitted by applicable Law, any objection that such Party may now
        or
        hereafter have to the laying of venue of any such dispute brought in such
        court
        or any defense of inconvenient forum for the maintenance of such dispute.
        EACH
        PARTY FURTHER HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE
        ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) AND ANY OBJECTION THAT
        SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
        OR
        PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN
        THE
        AFOREMENTIONED COURTS. Each of the Parties agrees that a judgment in any
        such
        dispute may be enforced in other jurisdictions by suit on the judgment or
        in any
        other manner provided by Law. Each of the Parties consents to process being
        served by any other Party in any suit, action or proceeding by delivery of
        a
        copy thereof in accordance with the provisions of Section
        21.3.

       

      Section
        21.3      Notices.
        All notices, requests, payments, instructions or other documents to be given
        hereunder will be in writing or by written telecommunication, and will be
        deemed
        to have been duly given if (i) delivered personally (effective upon
        delivery), (ii) mailed by registered or certified mail, return receipt
        requested, postage prepaid (effective five (5) Business Days after dispatch),
        or
        (iii) sent by a reputable, established courier service that guarantees next
        business day delivery (effective the next Business Day), addressed as follows
        (or to such other address as the recipient Party may have furnished to the
        sending Party for the purpose pursuant to this Section
        21.3):

       

       

      If
        to Harbinger to:

       

      c/o
        Harbinger Capital Partners Funds

      555
        Madison Avenue, 16th Floor

      New
        York, NY 10022

      Attention:
        Jeffrey T. Kirshner

       

      with
        a copy, which shall not constitute notice, sent at the same time and by the
        same
        means to:


      
        
           
            

        

        
          99

          
            

          

        

        
           
            

        

      


       

      Harbert
        Management Corporation

      2100
        Third Avenue North Suite 600

      Birmingham,
        AL 35203

      Attention:
        General Counsel

       

      and

       

      Weil,
        Gotshal & Manges LLP

      100
        Federal Street

      Boston,
        MA 02110

      Attention:
        Joseph J. Basile, Jr.

       

      and

       

      Linklaters
        LLP

      1345
        Avenue of the Americas

      New
        York, NY 10105

      Attention:
        Nick Rees

       

      If
        to the Company or MSV or MSV LLC, to:

       

      SkyTerra
        Communications, Inc.

      10802
        Parkridge Boulevard

      Reston,
        VA 20191

      Attention:
        General Counsel

       

      with
        a copy, which shall not constitute notice, sent at the same time and by the
        same
        means to:

       

      Skadden,
        Arps, Slate, Meagher & Flom LLP

      4
        Times Square

      New
        York, NY 10036

      Attention:
        Gregory Fernicola, Eric Friedman, and Ann Beth Stebbins

       

      Any
        Party may change the Person(s) and the address(es) to which notices or other
        communications are to be sent by giving written notice of any such change
        in the
        manner provided herein for giving notice.

       

      Section
        21.4      Further
        Assurances. Each of the Parties shall, upon request of another Party,
        execute and deliver to the requesting Party any additional documents and
        take
        such further actions (including delivering instructions to any depositary
        or
        securities intermediary) as the requesting Party may deem to be necessary
        or
        desirable to effect the Transactions, provided that such action does not
        extend
        to requiring Harbinger to procure equity financing or give Notification
        initiating the Firm Offer. Without limitation of the foregoing, the Company,
        MSV
        and MSV LLC shall cause its Subsidiaries (provided that, in the case of the
        Canadian Joint Venture Companies, the Company, MSV and MSV LLC shall only
        be
        required to use their reasonable efforts to cause the Canadian Joint Venture
        Companies) to take such actions as are necessary for the Company to satisfy
        its
        commitments under this Agreement.

       


      
        
           
            

        

        
          100

          
            

          

        

        
           
            

        

      


      Section
        21.5      Specific
        Performance. Each of the Parties acknowledges that it may be impossible
        to measure in money the damages to it if the other Parties fail to comply
        with
        their obligations under this Agreement or the Stock Purchase Agreement, and
        that, in the event of any such failure, such non-breaching Party may not
        have an
        adequate remedy at Law. Accordingly, the Parties agree that injunctive or
        other
        equitable relief, in addition to remedies at Law or damages, is an appropriate
        remedy for any such failure and will not oppose the granting of such relief
        on
        the basis that such non-breaching Party has an adequate remedy at Law. Each
        of
        the Parties agrees that it will not seek, and agree to waive any requirement
        for, the securing or posting of a bond in connection with seeking or obtaining
        such equitable relief. Nothing in this Section
        21.5 is intended to limit or modify the
        provisions of
Section
        21.13 in any respect, and, for the avoidance
        of doubt, this
Section
        21.5 shall not prevent any Party from terminating
        this
        Agreement in accordance with Section
        21.13.

       

      Section
        21.6      Assignments.
        This Agreement shall bind and inure to the benefit of the Parties and their
        respective successors, and permitted assigns. No Party shall assign any rights
        or delegate any obligations hereunder without the consent of the other Parties,
        other than in the case of Harbinger, which shall have the right to assign
        any or
        all of its rights and/or delegate its obligations to any fund affiliated
        with
        Harbinger Master, Harbinger Special, Harbinger Fund or the Harbinger Satellite
        Fund. Except as otherwise expressly provided herein, nothing in this Agreement
        is intended to or will confer any rights or remedies on any Person other
        than
        the Parties and their respective successors and permitted assigns.

       

      Section
        21.7      Counterparts.
        This Agreement may be executed by the Parties in separate counterparts, each
        of
        which when so executed and delivered will be an original, but all of which
        together will constitute one and the same agreement. In pleading or proving
        this
        Agreement, it will not be necessary to produce or account for more than one
        such
        counterpart. Facsimile and PDF signatures hereto shall be deemed to be of
        the
        same force and effect as originals.

       

      Section
        21.8      Waivers.
        No waiver of any breach or default hereunder will be valid unless such waiver
        is
        in writing signed by the waiving Party. No failure or other delay by any
        Party
        in exercising any right, power, or privilege hereunder will be or operate
        as a
        waiver thereof, nor will any single or partial exercise thereof preclude
        any
        other or further exercise thereof or the exercise of any other right, power
        or
        privilege.

       

      Section
        21.9      Entire
        Agreement. This Agreement, the Stock Purchase Agreement, the Securities
        Purchase Agreement, the Registration Rights Agreement, the Consulting Agreement,
        the Confidentiality Agreement and the Confidentiality Side Letter contain
        the
        entire understanding and agreement between the Company, MSV and MSV LLC,
        on the
        one side, and Harbinger Master, Harbinger Special, Harbinger Fund and the
        Harbinger Satellite Fund, on the other side, and supersedes any prior
        understandings or agreements between the Company, MSV and MSV LLC, on the
        one
        side, and Harbinger Master, Harbinger Special, Harbinger Fund and the Harbinger
        Satellite Fund, on the other side, with respect to the subject matter
        hereof.

       

      Section
        21.10    Amendments
        in
        Writing. This Agreement may not be amended, modified or supplemented
        except by a writing duly executed by all of the Parties.

       


      
        
           
            

        

        
          101

          
            

          

        

        
           
            

        

      


      Section
        21.11    Changes
        in
        Capital Structure. The issuance of any Voting Common Stock by the Company
        to Harbinger in exchange for the Contribution Shares, the Converted Shares
        and
        the Sponsor Fee Shares shall be equitably adjusted to reflect any changes
        to the
        Company's capital structure that may occur between the date hereof and the
        date
        of such issuance, provided, however, that no such adjustment shall be made
        for
        any warrants granted to Harbinger Master and Harbinger Special pursuant to
        the
        Securities Purchase Agreement. Such changes to the Company's capital structure
        may include, but are not limited to, stock consolidations, stock splits,
        interim
        rights offerings, non-cash distributions, spin-offs, reclassifications, schemes
        of arrangements, payments of cash dividends or other similar
        transactions.

       

      Section
        21.12    Reimbursement
        of Costs.

       

      (a)         If
        the Firm Offer is successfully implemented, the Company shall reimburse
        Harbinger's reasonably incurred and documented fees and expenses in an amount
        not to exceed $40,000,000. Any amounts required to be withheld by the Company
        (as determined in good faith by the Company) in respect of Taxes thereon
        that
        are withheld and paid over to the appropriate Taxing Authority shall be treated
        as having been paid by the Company to Harbinger pursuant to this Section.
        Prior
        to any reimbursement of expenses hereunder, Harbinger shall deliver to the
        Company the forms, certificates and information set forth in Section
        17.1(b) in respect of such Reimbursement
        Payments.

       

      (b)         If
        a Firm Offer Announcement is made pursuant to Article
        XIII, but the Firm Offer is ultimately
        unsuccessful as a result
        of the occurrence of any event set forth in paragraph (ii) or (iii) of Section
        21.13, subject to Harbinger having no separate
        right to receive
        any Reimbursement Payments under Section
        13.8 or Section
        15.3, the Company shall be required to
        reimburse Harbinger’s
        reasonably incurred and documented fees and expenses in an amount not to
        exceed
        $20,000,000. Prior to any reimbursement of expenses hereunder, Harbinger
        shall
        deliver to the Company the forms, certificates and information set forth
        in
Section
        17.1(b) in respect of such Reimbursement Payments.
        Any
        amounts required to be withheld by the Company (as determined in good faith
        by
        the Company) in respect of Taxes thereon that are withheld and paid over
        to the
        appropriate Taxing Authority shall be treated as having been paid by the
        Company
        to Harbinger pursuant to this Section.

       

      (c)         Subject
        to Sections 13.8,
15.3 and
21.12(a) and
21.12(b),
        each of the Parties acknowledges and agrees that such
        Party is responsible for bearing and paying its own legal fees and expenses
        incurred in connection with negotiating, executing and implementing this
        Agreement, the Stock Purchase Agreement, the Registration Rights Agreement
        (except as otherwise provided in the Registration Rights Agreement) and the
        Consulting Agreement. Nothing in this Section
        21.12(b) shall preclude a Party from
        making a claim for or recovering legal expenses incurred in connection with
        enforcement of its rights and remedies under this Agreement, the Stock Purchase
        Agreement, the Registration Rights Agreement and the Consulting Agreement
        in a
        court of Law or other legal proceeding, arbitration or
        mediation.

       

      Section
        21.13    Termination.
        At any time up to the Firm Offer Date, this Agreement may be terminated at
        will
        by Harbinger upon notice to the Company. Subject to the requirements of the
        UK
        Takeover Panel, this Agreement may also be terminated, upon notice
        by

       


      
        
           
            

        

        
          102

          
            

          

        

        
           
            

        

      


       

      either
        the Company or Harbinger to the other (provided that
        no Party that is in material breach of this Agreement may terminate this
        Agreement hereunder), upon the earlier of (i) service of a termination notice
        by
        the Company or by Harbinger as a result of the failure to obtain the Regulatory
        Approvals, provided such notice is in accordance with and subject to the
        terms
        and conditions set forth in Article
        VIII, (ii) if the Firm Offer is implemented
        by way of Scheme,
        and (A) the Court declines or refuses to sanction the Scheme, (B) the Court
        Order sanctioning the Scheme is not granted or (C) any of the Target shareholder
        meeting resolutions or any resolutions required to approve and implement
        the
        Scheme at the Court meeting are not passed, (iii) if the Firm Offer is
        implemented by way of Offer and the Offer lapses, (iv) the FCC designating
        for
        hearing the FCC applications seeking the FCC Approval, (v) the agreement
        of the
        Parties, (vi) if following the delivery of a Notification under Section
        13.2, an Amendment Notification under
Section
        14.1(a), or a Waiver Notification under Section
        14.2, the Company’s Board, in accordance with Section
        13.5, Section
        14.1(e) or Section
        14.2(b), determines not to proceed with the
        making of a Firm
        Offer, upon completion of the No Deal Rights Offering and satisfaction by
        the
        Company of its obligations under Section
        13.8 and Section
        15.3 and (vii) September 30, 2010 (the
        "Termination Date"); provided, that the provisions of Article
        XVIII, Section 16.19, and Article
        XXI shall survive any such
        termination.

       

      Section
        21.14    Several
        Obligations.
        Each of Harbinger Master, Harbinger Special,  Harbinger Fund and the
        Harbinger Satellite Fund shall only have obligations and liabilities under
        or in
        relation to breach of the Agreement on a several basis and any representations,
        warranties, notification, acknowledgements or notifications under this Agreement
        shall be given by each of Harbinger Master, Harbinger Special, Harbinger
        Fund
        and the Harbinger Satellite Fund only in respect of itself and not in respect
        of
        any other of its Affiliates.

       

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       


      
        
           
            

        

        
          103

          
            

          

        

        
           
            

        

      



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

     

    


    
      	 
              	
              HARBINGER
                CAPITAL PARTNERS MASTER FUND I, LTD

            
	 
              	 
              	 
              
	 
              	
              By:
                Harbinger Capital Partners Offshore Manager, LLC, as investment
                manager

            
	 
              	 
              	 
              
	 
              	
              By:

            	 
              /s/ William R. Lucas, Jr.
	 
              	 
              	 
              
	 
              	
              Name:

            	  
William
              R. Lucas, Jr.
	 
              	 
              	 
              
	 	
              Title:

            	 Executive
              Vice President
	 	 	 
	 	 	 
	 
              	
              HARBINGER
                CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

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

            
	 
              	 
              	 
              
	 
              	
              By:

            	  /s/
              William R. Lucas, Jr.
	 
              	 
              	 
              
	 
              	
              Name:

            	 
              William R. Lucas, Jr.
	 	 	 
	 	Title:	  Executive
              Vice President
	 	 	 
	 
              	 
              	 
              
	 
              	
              HARBINGER
                CAPITAL PARTNERS FUND I, L.P.

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

            
	 
              	 
              	 
              
	 
              	
              By:

            	 
/s/
William
              R. Lucas,
              Jr.
	 
              	 
              	 
              
	 
              	
              Name:

            	 
              William R. Lucas, Jr.
	 	 	 
	 	 Title:	  Executive
              Vice
              President


    

    


    


    
      
        
          
            


            [Signature
              Page to Master Contribution and Services Agreement] 

          

           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


    


    


    
      	 
              	
              HARBINGER
                CO-INVESTMENT FUND, L.P.

            
	 
              	 
              	 
              
	 
              	
              By:
                Harbinger Co-Investment GP, LLC, as general partner

               

              By:           HMC
                – New York, Inc., as managing member

            
	 
              	 
              
	 
              	
              By:

            	 
              /s/ William R. Lucas, Jr.
	 
              	 
              	 
              
	 
              	
              Name:

            	 
              William R. Lucas, Jr.
	 	 	 
	 	Title:	  
              Executive Vice President
	 	 	 
	 
              	 
              	 
              
	 
              	
              SKYTERRA
                COMMUNICATIONS, INC.

            
	 
              	 
              	 
              
	 
              	 
              	 
              
	 
              	
              By:

            	 
              /s/ Alexander H. Good
	 
              	 
              	 
              
	 
              	
              Name:

            	 
              Alexander H. Good
	 	 	 
	 	Title:	 Chairman
              CEO &
              President
	 	 	 
	 
              	 
              	 
              
	 
              	
              MOBILE
                SATELLITE VENTURES SUBSIDIARY LLC

               

            
	 
              	 
              	 
              
	 
              	
              By:

            	 
              /s/ Scott Macleod
	 
              	 
              	 
              
	 
              	
              Name:

            	  Scott Macleod
	 	 	 
	 	Title:	 Executive
              Vice
              President and CFO
	 	 	 
	 
              	 
              	 
              
	 
              	
              MOBILE
                SATELLITE VENTURES L.P

            
	 
              	 
              	 
              
	 
              	
              By:

            	 
              /s/ Scott Macleod
	 
              	 
              	 
              
	 
              	
              Name:

            	 
              Scott Macleod
	 	 	 
	 	Title:	 Executive
              Vice President and
              CFO


    

    


    


     

    


     

    


    
      
        
          
            


            [Signature
              Page to Master Contribution and Services Agreement] 

          

           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


    


     

    ANNEX
      A

     

    OWNERSHIP
      OF CONTRIBUTION SHARES AND CONVERTIBLE BONDS

     

    


    
      	
              Name

            	
              Contribution
                Shares

            	
              Convertible
                Bonds

            
	 
              	 
              	 
              
	
              Harbinger
                Master

            	
              89,804,544

            	
              25,070,000

            
	 
              	 
              	 
              
	
              Harbinger
                Special

            	
              42,236,456

            	
              12,530,000

            
	 
              	 
              	 
              


    

    


    


    
      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


     

    EXHIBIT
      A

     

    STOCK
      PURCHASE
      AGREEMENT

     

    

      [See
        Exhibit 10.2 to the Form 8-K filed by SkyTerra Communications, Inc. on July
        24,
        2008]



    


    
      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


     

    EXHIBIT
      B

     

    SECURITIES
      PURCHASE
      AGREEMENT

     

     

    [See
      Exhibit 10.3 to the Form 8-K filed by SkyTerra Communications, Inc. on July
      24,
      2008]

     

    


    
      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


    EXHIBIT
      C

     

    POSSIBLE
      OFFER
      ANNOUNCEMENT

    
      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      STRICTLY
        PRIVATE AND CONFIDENTIAL

      Harbinger
        Draft 24/7/08@3pm (EST) 

      RNS
        Number: [●]  

      Harbinger
        Capital Partners Funds and SkyTerra Communications Inc.

      25
        July
        2008

      


      NOT
        FOR
        RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
        ANY
        JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
        LAWS IN
        THAT JURISDICTION.

       

      Proposed
        offer by the Harbinger Capital Partners Funds and SkyTerra
        Communications Inc. for Inmarsat plc 

       

      The
        board
        of SkyTerra Communications, Inc (“SkyTerra”) and the management
        of SkyTerra’s largest shareholders, the Harbinger Capital Partners Funds
        (“Harbinger” and together with SkyTerra, the “Potential
        Offeror”), today announce their intention to make an offer to acquire
        the entire issued and to be issued share capital of Inmarsat plc
        (“Inmarsat”) not already held by the Potential Offeror (the
“Proposed Offer”) on terms to be announced following
        satisfactory outcome of the Regulatory Approvals process.

       

      The
        Proposed Offer

       

      On
        7 July
        2008, Harbinger confirmed that it had made a preliminary approach to Inmarsat
        in
        relation to a possible offer for the entire issued and to be issued share
        capital of Inmarsat not already held by the Potential Offeror. Discussions
        took
        place between Harbinger and Inmarsat and their respective advisers and these
        discussions focussed upon the lengthy regulatory and competition approval
        process required to effect an offer for Inmarsat. In light of the lengthy
        process (as further described below) Harbinger did not consider it appropriate
        to make a firm offer for Inmarsat at that stage and therefore Harbinger and
        Inmarsat separately announced on 21 July 2008 that they had agreed to suspend
        discussions in relation to the possible offer.

       

      Today
        the
        Potential Offeror is announcing a proposed offer for Inmarsat and assuming
        an
        acceptable conclusion to the Regulatory Approvals process, the Potential
        Offeror
        intends to enter into negotiations with the board of Inmarsat regarding the
        terms of an offer and endeavour to seek the recommendation of the Inmarsat
        board
        at that time.

       

      The
        Potential Offeror strongly believes that the combination of SkyTerra and
        Inmarsat presents an excellent opportunity to advance the realisation of
        ubiquitous wireless coverage of the United States and Canada through an
        integrated satellite-terrestrial communications network.

       

      Regulatory
        Process

       

      A
        number
        of Regulatory Approvals will need to be obtained in respect of the Proposed
        Offer, including approval from the U.S. Federal Communications Commission.
        The
        Potential Offeror expects that it will take approximately 12 to 18 months
        to
        obtain all of the Regulatory Approvals - a period which significantly exceeds
        a
        normal offer period. Therefore, prior to any offer being made by the Potential
        Offeror for Inmarsat, the Potential Offeror will seek to obtain the principal
        required consents, including those which are expected to take the longest
        to
        obtain. Further details of the Regulatory Approvals are set out in the section
        below entitled ‘Regulatory Approvals and Timetable’.

       

      There
        is
        no certainty that the Regulatory Approvals will be obtained, or that they
        will
        be obtained on terms satisfactory to the Potential Offeror. 

       

      Terms
        of Proposed Offer

       

      As
        a
        result of the uncertainty in relation to the Regulatory Approvals it is not
        the
        intention of the Potential Offeror to announce the formal terms or structure
        of
        any offer at this stage.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Effect
        of this Announcement

       

      This
        announcement does not constitute an announcement of a firm intention to make
        an
        offer under Rule 2.5 of the Code and therefore there can be no certainty
        that
        any offer will be made, even if all of the Regulatory Approvals are obtained
        on
        terms satisfactory to the Potential Offeror, or that if an offer were made
        for
        Inmarsat that it would be successful.

       

      The
        content of this announcement has been agreed with the UK Panel on Takeovers
        and
        Mergers and in view of the anticipated length of the Regulatory Approvals
        process this announcement ends the current offer period for the purposes
        of the
        Code. Both the Potential Offeror and Inmarsat have accepted this ruling.
        As a
        consequence, inter alia, Rule 8 of the Code does not
        apply to Inmarsat and/or the Potential Offeror, and as an offer is not imminent,
        Rule 21 of the Code does not apply either.

       

      Information
        on SkyTerra 

       

      Harbinger,
        together with an affiliate, currently own 48.43% of SkyTerra’s issued and
        outstanding voting shares, and have the right, subject to FCC and other
        applicable U.S. approvals, to own 60.90% of SkyTerra’s voting shares. If the
        Proposed Offer is successful then Harbinger’s interest in the issued and
        outstanding voting shares of SkyTerra will be further increased upon the
        transfer to SkyTerra of Harbinger’s current holding of Inmarsat Shares and
        Inmarsat Convertible Bonds, as referred to in ‘Information on the Harbinger
        Capital Partners Funds’ below.

       

      SkyTerra
        is the parent company of Mobile Satellite Ventures LP ("MSV"),
        which along with its Canadian joint venture Mobile Satellite Ventures (Canada)
        Inc. (“MSV Canada”) delivers mobile wireless voice and data
        services primarily for public safety, security, fleet management and asset
        tracking in the United States and Canada. MSV and MSV Canada are developing
        an
        integrated satellite-terrestrial communications network, which they expect
        will
        provide seamless, transparent and ubiquitous wireless coverage of the United
        States and Canada to consumer handsets. MSV holds the first FCC licence to
        provide integrated satellite-terrestrial services. MSV and MSV Canada plan
        to
        launch two satellites for coverage of the United States and Canada, which
        are
        expected to be among the largest and most powerful commercial satellites
        ever
        built. When completed, the network is expected to support communications
        in a
        variety of areas including public safety, homeland security, aviation,
        transportation and entertainment, by providing a platform for interoperable,
        user-friendly and feature-rich voice and high-speed data services.

       

      Information
        on the Harbinger Capital Partners Funds

       

      Founded
        in 2001 by Philip A. Falcone and Harbert Management Corporation, the Harbinger
        Capital Partners Funds, managed out of offices in New York, have grown to
        be one
        of the 15 largest hedge funds, by assets, in the United States. The Harbinger
        Capital Partners Funds’ mission is to achieve superior returns through
        investments in various asset classes, special situations and private loans
        and
        notes. The Harbinger Capital Partners Funds may also make strategic investments,
        controlling or otherwise, when they see development opportunities and value
        creation. The firm consists of a team of investment professionals who seek
        to
        develop investment opportunities through analytical rigour coupled with a
        contrarian viewpoint. As of 1 July 2008, the Harbinger Capital Partners Funds
        had over $26.0 billion in assets under management and committed capital.
        Harbinger currently holds 132,041,000 Inmarsat Shares and Inmarsat Convertible
        Bonds having an aggregate principal amount of $37,600,000 which, if the Proposed
        Offer is successful, it will transfer to SkyTerra in return for newly issued
        shares in SkyTerra.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Information
        on Inmarsat 

       

      Inmarsat
        is a leading provider of global mobile satellite communications. Inmarsat
        provides voice and high-speed data services to almost anywhere on the planet
        – on land,
        at
        sea and in the air. Its services are delivered through one of the most versatile
        and reliable satellite networks in the world. Inmarsat owns and operates
        10
        satellites in geostationary orbit 35,786km above the Earth, controlled from
        its
        HQ in London via ground stations located around the globe. Inmarsat works
        to
        develop innovative, customised solutions for businesses and organisations
        all
        over the world. These include major corporations from the maritime, media,
        oil
        and gas, construction and aeronautical industries, as well as governments
        and
        aid agencies. Inmarsat is relied upon for mission-critical mobile communications
        and is a trusted and integral part of its customers’ global operations.


       

      Reasons
        for the Proposed Offer

       

      With
        its
        global satellite fleet and complementary plans for next generation satellites,
        Inmarsat offers a compelling strategic fit to SkyTerra, and its subsidiary
        MSV,
        which together with MSV Canada, is developing an integrated
        satellite-terrestrial communications network, to provide seamless, transparent
        and ubiquitous wireless coverage of the United States and Canada to consumer
        handsets. In an effort to realise additional value embedded in the combination
        of both companies’ radio spectrum, MSV and Inmarsat recently signed a
        cooperation agreement for L-Band operations in North America. The Proposed
        Offer
        would allow MSV and Inmarsat to increase substantially the scope of their
        existing cooperation, further enhancing spectrum efficiency to support the
        development of an integrated satellite-terrestrial communications network
        in
        North America, based on MSV's patented ancillary terrestrial component
        technology. 

       

      Regulatory
        Approval and Timetable

       

      In
        order
        to effect the Proposed Offer it will be necessary for the Potential Offeror
        to
        obtain the following Regulatory Approvals: (i) approval of the FCC for transfer
        of control of the FCC licences held by MSV LLC and Inmarsat; (ii) FCC approval
        to increase Harbinger’s “foreign” ownership of SkyTerra up to 100%; (iii) FCC
        approval for transfer of control of the TVCC Lease which relates to the control
        of the 1.6 Spectrum, which is subject to an option agreement; (iv) HSR Act
        clearance by the DoJ and the FTC for acquisition of Inmarsat voting securities;
        (v) European Commission or national Member State antitrust approval for
        acquisition of Inmarsat; and (vi) such other antitrust, regulatory and
        governmental approvals that the Potential Offeror identifies that it considers
        necessary in order to be able to effect the Proposed Offer.

       

      The
        Potential Offeror expects that each of the FCC and DoJ will undertake a
        substantive review of the consequence of the Proposed Offer and therefore
        it is
        likely to take approximately 12 to 18 months for the Potential Offeror to
        obtain
        those Regulatory Approvals. Given the time needed to obtain those Regulatory
        Approvals, the Potential Offeror intends to obtain a number of the required
        consents prior to any firm offer being made by the Potential Offeror for
        Inmarsat.

       

      In
        a
        number of jurisdictions where Regulatory Approvals may be necessary or
        desirable, the relevant satellite, antitrust and/or governmental authorities
        may
        not permit filings on the basis of this announcement. It is the Potential
        Offeror's expectation that such approvals can either be obtained within the
        normal offer timetable or would not impede the Potential Offeror’s ability to
        complete the acquisition of Inmarsat. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Assuming
        an acceptable conclusion to the Regulatory Approvals process, the Potential
        Offeror intends to enter into negotiations with the board of Inmarsat regarding
        the terms of an offer and endeavour to seek the recommendation of the Inmarsat
        board.

       

      The
        Potential Offeror expects that any offer, if made, would be made to shareholders
        of Inmarsat in the second half of 2009 and that such an offer would be completed
        as quickly as possible thereafter.

       

      A
        further
        announcement may be made, if and when appropriate.

       

      General
        

       

      For
        further information, please contact:

       

      
        Merrill
          Lynch International

        Tel:
          +44
          (0)20 7628 1000

         

        Richard
          Taylor

        Philip
          Noblet

         

        Tulchan
          Communications

        Tel:
          +44
          (0)20 7353 4200

         

        Andrew
          Grant

        Andrew
          Honnor

      

       

      This
        announcement does not constitute an offer or invitation to purchase any
        securities. The release, distribution or publication of this announcement
        in
        jurisdictions other than the UK may be restricted by law and therefore any
        persons who are subject to the laws of any jurisdiction other than the UK
        should
        inform themselves about and observe any applicable
        requirements.

       

      Merrill
        Lynch International is acting only for Harbinger and no-one else in connection
        with the Proposed Offer and will not regard any other person as its client
        or be
        responsible to any person other than Harbinger for providing the protections
        afforded to clients of Merrill Lynch International nor for giving advice
        in
        relation to the Proposed Offer.

       

      This
        announcement does not constitute, or form part of, any offer for, or any
        solicitation of any offer for, or any offer to sell securities in any
        jurisdiction nor does it constitute a prospectus or prospectus equivalent
        document.

       

      This
        announcement ends the offer period for the purpose of the Code and therefore
        Rule 8 does not apply to the Potential Offeror and/or
        Inmarsat.

       

      Statement
        under the U.S. Private Securities Litigation Reform Act of
        1995

       

      This
        announcement may contain forward-looking statements within the meaning of
        the
        U.S. Private Securities Litigation Reform Act of 1995, with respect to plans
        described in this news release. Such statements generally include words such
        as
        could, can, anticipate, believe, expect, seek, pursue, proposed, potential
        and
        similar words. Such forward-looking statements are subject to uncertainties
        relating to the receipt of regulatory and competition approvals, the cooperation
        and support of Inmarsat with respect to the Proposed Offer, the ability of
        the
        Potential Offeror to raise the financing required for the Proposed Offer
        and the
        ability of the Potential Offeror to consummate the Proposed Offer. The Potential
        Offeror assumes no obligation to update or supplement such forward-looking
        statements.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix

      


      Definitions

      


      “1.6
        Spectrum” means the 5MHz of nationwide (U.S.), contiguous unpaired
        spectrum from 1670-1675 MHz controlled by TVCC

      


      “Code”
        means the UK City Code on Takeovers and Mergers

      


      “DoJ”
        means the U.S. Department of Justice

      


      “FCC”
        means the U.S. Federal Communications Commission


      


      “FTC”
        means the U.S. Federal Trade Commission

      


      “Harbinger”
        means Harbinger Capital Partners Master Fund I Ltd and Harbinger
        Capital Partners Special Situations Fund, LP, being together the Harbinger
        Capital Partners Funds

      


      “HSR
        Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
        as
        amended

      


      “Inmarsat”
        means Inmarsat plc

      


      “Inmarsat
        Convertible Bonds” means $287,700,000 1.75% convertible bonds due 2017
        issued by Inmarsat 

      


      “Inmarsat
        Shares” means the ordinary shares of €0.0005 each in the capital of
        Inmarsat

      


      “MSV”
        means Mobile Satellite Ventures LP, a Delaware Limited partnership

      


      “MSV
        LLC” means Mobile Satellite Ventures Subsidiary LLC, a Delaware limited
        liability corporation and wholly owned subsidiary of MSV

      


      “Regulatory
        Approvals” has the meaning given to it in the section entitled
“Regulatory Approvals and Timetable”

      


      “SkyTerra”
        means SkyTerra Communications, Inc

      


      “TVCC”
        means TVCC Holding Company, LLC, a Delaware limited liability
        company

      


      “TVCC
        Lease” means the Long-Term De Facto Transfer Lease Agreement, dated 23
        July 2007, between an affiliate of TVCC and OP LLC

    

    


    
      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


     

    EXHIBIT
      D

     

    REGISTRATION
      RIGHTS
      AGREEMENT

     

     

    [See
      Exhibit 10.6 to the Form 8-K filed by SkyTerra Communications, Inc. on July
      24,
      2008]

     

    


    
      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


     

    EXHIBIT
      E

     

    CONSULTING
      AGREEMENT

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      FORM
        OF CONSULTING
        AGREEMENT

       

      This
        Consulting Agreement ("Agreement") is made
        this ___ day of _____, 2008 (the "Effective Date"), by
        and between TVCC One Six Holdings LLC, a Delaware limited liability company
        ("TVCC") and
        SkyTerra Communications, Inc., a Delaware corporation ("Consultant").  TVCC
        and Consultant are sometimes referred to herein collectively as the "Parties" and
        individually each of TVCC and Consultant may be referred to herein as a "Party."

       

      WHEREAS,
        TVCC is the Federal Communications Commission ("FCC")-authorized
        lessee of certain nationwide spectrum rights for 5 MHz in the 1670-1675 MHz
        band
        (the "Spectrum") licensed
        to OP LLC ("OP"), FCC
        Call Sign
        WPYQ831 (the "Spectrum
        License"), pursuant to a "Long Term
        De Facto Transfer
        Lease Agreement," dated July 23, 2007, by and between TVCC and OP, and a
        Master Agreement, dated July 16, 2007, by and among TVCC, OP, and a parent
        company of OP, Crown Castle MM Holding LLC (the "Spectrum Lease
        Agreements"); and

       

      WHEREAS,
        in connection with Consultant's entry into that certain Master Contribution
        and
        Support Agreement, dated July 24, 2008 (the "Master Agreement"),
        by and between Harbinger Capital Partners Master Fund I, Ltd., Harbinger
        Capital
        Partners Special Situations Fund, LP, Harbinger Co-Investment Fund, L.P.,
        the
        Consultant, Mobile Satellite Ventures LP and Mobile Satellite Ventures
        Subsidiary LLC, TVCC has requested Consultant to provide, and Consultant
        has
        agreed to provide, certain consulting services to TVCC in connection with
        TVCC's
        use of the Spectrum.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and promises herein
        contained, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, TVCC and Consultant hereby
        agree
        as follows:

       

      1.           CONSULTING
        SERVICES

       

      1.1        Subject
        to the  ultimate authority,
        control,
        and approval of TVCC and the terms
        and conditions set forth herein,
Consultant
        shall provide or
        cause to be provided to TVCC,
as TVCC may reasonably
        request, the following
        consulting services (the
"Consulting
        Services"):

       

      (i)           assist
        TVCC in performing the activities in
        accordance with the instructions of
        TVCC for the
        continued operation, maintenance and
        repair of the networks used by TVCC to provide service to the White Mountain
        Apache Reservation as
reasonably
necessary
        to preserve the tribal lands
        bidding credit that OP received in connection with the auction of the spectrum
        relating to the White Mountain Indian Reservation and in accordance with
        the FCC
        Memorandum Opinion and Order, File No. 0002271317, FCC 07-16
        (rel. February 26,
        2007) that permitted
        OP to operate at increased
        power and all
        applicable FCC rules and regulations;

       

      (ii)          assist
        TVCC in accordance with the
        instructions of
        TVCC in (a)
        compliance with all site leases
        ("Site
        Leases")
        entered into with
        CCMM I, LLC ("CCMM"),
        a wholly-owned subsidiary of TVCC, in
        connection with the use of the Spectrum; (b) to
        the extent therein permitted,
the termination
        of such Site Leases;
        (c)


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      decommissioning,
        dismantling, removing and
        disposing the equipment
        on the sites covered by such
        Site Leases, and (d) repairing and restoring
        the premises covered by such Site
        Leases.

       

      (iii)         subject
        to Section 4(b) hereof, assist
TVCC and CCMM
        in accordance with the instructions of
        TVCC in
maintaining
compliance by
        TVCC and CCMM with all applicable
        Federal, state and local regulations to which its facilities and operations
        may
        be subject;

       

      (iv)         maintain
reasonable
records
        related to all of the foregoing
        activities; and

       

      (v)          to
        the extent commercially
        reasonable, in
        accordance with the
        instructions of TVCC, analyze,
perform
        and provide a study showing the
        possible integration of services employing the Spectrum and ATC services
        that
        may be provided in adjacent bands on a nationwide
        basis.

       

      For
        the avoidance of doubt,
        Consultant’s duties
        under this Agreement do not
        include the build out of TVCC’s
        system or meeting any FCC build out
        requirement.

       

      1.2        Consultant
        shall perform the
        Consulting Services
        and devote
        such time and resources
        as are reasonably necessary
        for the performance
        of its obligations
        hereunder, 
        employing a commercially reasonable
        standard of care.  Consultant may use subcontractors to provide any of
        the Consulting Services;
        provided that their selection shall be subject to the prior written consent
        of
        TVCC, and
        further provided, that no such
        consent shall be required in connection with services provided by (i) any
        subcontractor that Consultant has engaged or engages in its business, (ii)
        any
        contractor engaged by TVCC or CCMM as of the date hereof, or (iii) Crown
        Castle USA Inc. or any of its
        affiliates.  If
        Consultant delegates any of its
        responsibilities under this Agreement to any of its Affiliates (as such term
        is
        used in the Master Agreement) or uses subcontractors in the performance thereof,
        then Consultant shall
        remain responsible for the actions and performance of such Affiliate or
        subcontractor to the extent Consultant would be responsible hereunder if
        directly performing such obligations itself.  Certain of the services
        provided hereunder may require the
        utilization of third party software
        licenses, or otherwise are subject to restrictions of third parties, and
        the
        provision of Consulting Services hereunder is subject to such licenses or
        restrictions; provided that
        no such use shall subject TVCC to any licensing fee, nor
        shall any
        restriction on use be binding upon TVCC without its express prior written
        consent.  In no event shall Consultant use any software or other
        intellectual property in the performance of its work hereunder to which it
        does
        not have
        the full right to use in the manner so
        employed.

       

      1.3        TVCC
        and Consultant, and their
        Affiliates, shall reasonably cooperate with each other (including any of
        their
        Affiliates) in the provision of Consulting Services contemplated by this
        Agreement.

       

      1.4        TVCC
        shall make available on a timely basis
        to the Consultant all
        information requested by the Consultant reasonably
        necessary to
        perform the Consulting Services.  TVCC shall give the Consultant
        reasonable access, during normal business hours and at such other 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      times
        as are reasonably required, to
        TVCC's
        premises to the extent reasonably
        necessary to enable it to provide the Consulting Services.

       

      1.5        All
        work performed by Consultant,
        including all reports and records produced or maintained, shall be performed
        and maintained as a work
        for hire for TVCC and TVCC shall have full right, title and interest
        therein.

       

      1.6        For
        the avoidance of doubt, the
        facilities and Spectrum rights used to provide services by TVCC shall remain
        the
        property of, or, as applicable, under licenses or leases
        granted to TVCC,
        and nothing herein shall constitute any conveyance or assignment of any right,
        title, or interest therein to Consultant.  TVCC shall have unfettered
        access to all of its facilities used to provide any services that employ
        the Spectrum, the operation of which
        shall remain under TVCC's
        control.  Nothing herein
        shall give Consultant any rights to hire, fire, or supervise any personnel
        of
        TVCC.

       

      1.7           TVCC
        (or CCMM, as applicable) shall
        remain responsible for any payments as may be due and payable
        by it (i) under
        the Spectrum Lease Agreements and Site Leases, (ii) pursuant to all agreements
        currently in place, or as TVCC may subsequently enter into or modify, to
        provide
        the White Mountain Apache Reservation service, and (iii) under
        any and all other agreements to
        which TVCC and/or CCMM is or may in the future become a party concerning
        the use
        of the Spectrum.  TVCC shall also be entitled to any payment received
        for any services provided over the Spectrum.

       

      1.8           Notwithstanding
        anything to the contrary
        in this Agreement,
TVCC hereby
        acknowledges that the
Consultant and
        its Affiliates shall not be
        obligated to perform any Consulting Services
        hereunder to the extent that
        (i) performance of such Consulting Services
        would constitute a
        violation of any applicable
        law, rule or regulation of
        any Governmental Entity (as such term is defined in the Master
        Agreement) or conflict with
        or result in any breach, violation or default under any contract which the
        Consultant or any of its subsidiaries are bound,
        (ii) such Consulting Services
are
        not set forth in Section 1.1
        hereof, or (iii) the
        Consultant has not been instructed by TVCC to perform such Consulting
        Services.

       

      2.           CONSULTING
        FEES AND EXPENSES

       

      2.1        TVCC
        shall pay Consultant the following
fees and costs in
        consideration of the Consulting Services to be provided by Consultant
        hereunder:

       

      (i)           A
        monthly fee of $1,000 (the
“Monthly
        Fee”); 
        and

       

      (ii)          Consultant's
        reasonable, documented
        third party, out of pocket expenses reasonably incurred in performing the Consulting
        Services,
provided
        that any expenses in excess of
$5,000 paid
        to any individual third party or
        affiliated entity in one or a series of transactions or in excess of
$10,000 for
        any month shall require the prior
        written consent of TVCC in
        order to be subject to reimbursement.

       

      TVCC's
        obligation to pay for Consulting
        Services already performed shall survive any termination of this
        Agreement.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      2.2        Payments
        to Consultant shall be due and payable
        monthly in arrears thirty (30) days from invoice of services
        performed and
        expenses incurred.  Invoices
        for the reimbursement of costs,
        to be payable, shall include reasonable documentation
        thereof.

       

      2.3        Consultant
        shall be responsible to pay
        all federal, state and local taxes which shall be become due on any money
        paid to Consultant
        under the terms of this Agreement.

       

      2.4        Consultant
shall
        review and advise TVCC as to the
        validity of invoices  and otherwise notify TVCC reasonably
        in advance as
        to payments that may be due to be
        paid by TVCC or CCMM for
site
        rentals, utilities,
        vendors and other obligations of TVCC or CCMM.  Responsibility for
        making
        such payments as may be due shall remain with TVCC or CCMM, as
        applicable.

       

      3.           TERM

       

       Subject
        to the early termination provisions hereof, this Agreement shall be effective
        as
        of the Effective Date and remain in effect until the earliest of:  (i)
        the Completion (as defined in the Master Agreement); (ii) three (3) months
        after
        the Master Agreement is terminated without the occurrence of a Completion
        thereunder; or (iii) July 31, 2010.

       

      4.           FCC
        MATTERS

       

       Consultant
        expressly recognizes that TVCC is the FCC-authorized lessee of the Spectrum
        and
        operates under applicable federal and state statutes, rules and
        regulations.  Therefore, Consultant expressly warrants
        that:

       

      (a)          Consultant
        shall not represent itself as
        the lessee or licensee of the Spectrum or as TVCC's
        or OP's
        agent or representative for that or
        any other purpose.  Consultant shall not be, and shall not hold itself
        as, in control of the operation or provision of services employing
        said
        Spectrum.

       

      (b)          Consultant
        shall, upon TVCC's
        request, provide TVCC with any
        and all information in
        Consultant's
        possession or to which Consultant has
        access that may be necessary for TVCC to submit necessary reports or
        applications to the FCC or
        other regulatory bodies, and, at TVCC's
        request, shall assist TVCC in the
        preparation of FCC or any other relevant authority all reports, applications,
        renewals, filings or other documents necessary to do so.  The
        foregoing notwithstanding,
        Consultant acknowledges and agrees that TVCC shall make the final determination
        as to the contents of all reports, applications and other filings before
        the FCC
        and any other regulatory body with jurisdiction over TVCC as to all Spectrum
        Lease Agreement or  Spectrum
        License matters,
        or any other matter within the subject matter of this
        Agreement.

       

      (c)          Nothing
        herein shall authorize
        Consultant to become the notice party under any FCC or other governmental
        authorization or any agreement to which TVCC or CCMM may be party.  If,
        nevertheless, Consultant receives any such FCC, other regulatory, or contractual
        notice, it shall immediately forward the same to TVCC.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      5.           MUTUAL
        REPRESENTATIONS, WARRANTIES, AND COVENANTS

       

       Each
        party represents and warrants to the other that:

       

      (a)          Organization
        and Authorization of Transaction.  It is duly organized
        and
        validly existing and has full power and authority to execute and deliver
        this
        Agreement and to perform its obligations hereunder.  This Agreement
        constitutes the valid and
        legally binding obligation of the party, enforceable in accordance with its
        terms, except to the extent limited by bankruptcy, insolvency, reorganization,
        moratorium or other laws of general application relating to or affecting
        the
        enforcement of creditors'
        rights and by principles of equity or
        public policy.

       

      6.           FORCE
        MAJEURE

       

      Neither
        party shall be liable to the other for any failure to perform, or delay in
        performing, any act required by this Agreement that is caused by acts of
        God or
        any other cause or force beyond the control of said party, including but
        not
        limited to, strikes, lockouts, or other labor disturbances, shortages of
        necessary materials, failure of third party equipment suppliers, or restrictive
        governmental laws or regulations, including (without limitation) any change
        in  FCC regulation or its interpretation thereof; provided that a
        party
        subject to such a force majeure condition promptly notifies the other party
        of
        all relevant circumstances and uses its commercially reasonable efforts to
        cure
        its failure to perform (including through the use of work around procedures
        or
        other available alternatives) as promptly as practical.

       

      7.           WAIVER
        OF LIABILITY; INDEMNIFICATION; EQUITABLE RELIEF

       

      (a)          Neither
        party shall be liable to the
        other party, and each party
        hereby waives all claims against the other party, for any injury or damage
        to
        any property from any cause whatsoever other than by reason of the willful
        act,
gross negligence
        or breach of this Agreement
        by the other party.

       

      (b)          Each
        party agrees to indemnify
        and hold harmless,
        and, at the other party's
        request, defend the other party from
        any and all claims, suits, or causes of action for damages (including, without
        limitation, any actual or threatened FCC forfeiture), including
        reasonable costs and
        attorney's
        fees, arising
        out of any injury to or death of any
        person, or any damage to property, to the extent caused
        by the gross negligence or
willful
        misconduct of the indemnifying
        party or its principals, employees, agents, subcontractors or invitees.

       

      (c)          Neither
        party shall be liable
        to the other for any special, exemplary,
        consequential (including lost profits), special, incidental, punitive or
        indirect damages with respect to the provision of Consulting
        Services.

       

      (d)          CONSULTANT
        MAKES NO EXPRESS WARRANTY, NO
        WARRANTY OF
        MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NOR ANY
        IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THE CONSULTING SERVICES
        AND CONSULTANT HEREBY
        DISCLAIMS, TO THE
        FULLEST EXTENT ALLOWED


       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      BY
        LAW, ANY SUCH
        WARRANTY.  CONSULTANT SHALL HAVE NO LIABILITY FOR DEFECTS IN SOFTWARE
        CODE OR OTHER INFORMATION TECHNOLOGY PRODUCTS OR SERVICES PROVIDED BY THIRD
        PARTIES.

       

      8.           DEFAULT

       

      (a)          Default.  An
        event of default
        ("Event
        of
        Default")
        by a party shall exist if said party shall
        fail to perform any
        material obligation under this Agreement and such failure shall continue
        for a
        period of thirty (30) days following notice from the other party specifying
        such
        nonperformance.

       

      (b)          Rights
        Upon
        Default.  Upon
        the occurrence of an Event
        of Default, the non-Defaulting party may terminate this Agreement, upon notice
        to the party in Default, provided
        said Event of Default is continuing at
        the time that said notice is given.  The termination by either party
        of this Agreement as
        permitted above shall not be deemed a waiver of any right of recovery that
        it
        may have, as may be specified in this Agreement or as may otherwise be available
        to it at law or equity.

       

      9.           NOTICES

       

       Any
        notice, demand or request required or authorized by this Agreement shall
        be in
        writing and shall be deemed properly given if delivered by certified mail,
        return receipt requested, or by hand or overnight courier, with delivery
        acknowledged, as follows:

       

      (a)           if
        to Consultant:

       

      SkyTerra
        Communications, Inc.

      10802
        Parkridge Boulevard

      Reston,
        VA 20191

      Attention:  General
        Counsel

       

      with
        a copy, which shall not constitute notice, sent at the same time and by the
        same
        means to:

       

      Skadden,
        Arps, Slate, Meagher & Flom LLP

      4
        Times Square

      New
        York, NY 10036

      Attention:  Gregory
        Fernicola, Eric Friedman, and Ann Beth Stebbins

       

      (b)           if
        to TVCC:

       

      


       

      


       

      with
        a copy to:

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      The
        designation of the person to be notified, or the address of such person,
        may be
        changed at any time, and from time to time, by notice in accordance with
        this
        Section 9.

       

      10.           ASSIGNMENT

       

       This
        Agreement shall be binding upon and inure solely to the benefit of the parties
        hereto and their successors, legal representative and assigns, but is not
        assignable in whole or in part by either party without the prior written
        consent
        of the other party, which consent shall not be unreasonably withheld,
        conditioned or delayed.  The foregoing notwithstanding, in no event
        shall an assignment relieve either party of its obligations to the other
        party,
        without the express written consent of the other party, which consent shall
        not
        be unreasonably withheld, conditioned or delayed.

       

      11.           ARBITRATION

       

       Consultant
        and TVCC hereby agree that any dispute, controversy or claim arising out
        of
        and/or relating to this Agreement only, the relationship between Consultant
        and
        TVCC or the termination thereof, or the arbitrability of any controversy
        or
        claim, will be finally settled by confidential and binding arbitration pursuant
        to the Federal Arbitration Act, 9 U.S.C. § 1, et. seq.  Consultant and
        the Company knowingly and voluntarily hereby waive any rights that they may
        have
        to a jury trial for any such disputes, controversies or claims.  After
        the arbitration has been initiated, any party may assert any cross-claims
        in the
        arbitration.  The arbitration shall be conducted in New York, NY and
        administered by the New York City office of the American Arbitration Association
        ("AAA")
        according to the Commercial Arbitration Rules of the American Arbitration
        Association ("AAA
        Rules") then in effect.

       

       The
        arbitration shall be conducted before a panel of three (3) neutral arbitrators
        (the "Panel").  Each
        party shall nominate one arbitrator and deliver written notification of such
        nomination to the other party and to the AAA within 30 days after delivery
        of
        the Demand for Arbitration (as defined in the AAA Rules).  In the
        event a party fails to nominate an arbitrator or deliver notification of
        such
        nomination to the other party and to the AAA within this time period, upon
        request of either party, such arbitrator shall instead be appointed by the
        AAA
        if practicable within 30 days of receiving such request.  The two
        arbitrators appointed in accordance with the above provisions shall nominate
        the
        third arbitrator and notify the parties and the AAA in writing of such
        nomination within 15 days of the appointment of the second
        arbitrator.  If the first two appointed arbitrators fail to nominate a
        third arbitrator or notify the parties and the AAA of that nomination within
        this time period, then, upon request of either party, the third arbitrator
        shall
        be appointed by the AAA if practicable within 15 days of receiving such
        request.  Any arbitrator appointed by the AAA shall have significant
        experience as an arbitrator of cases involving complex commercial
        contracts.  The third arbitrator shall serve as Chairman of the
        Tribunal.  The Panel shall have the power to determine its own
        jurisdiction and shall render a single written decision.  The Panel
        may enter a default decision against any party who fails to participate in
        the
        arbitration proceedings.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       The
        decision of the Panel on the points in dispute will be final, conclusive,
        unappealable and binding.  The award rendered by the arbitrators shall
        be final and binding on the parties.  Judgment on such award may be
        entered in any court having jurisdiction.  Without limiting the
        authority conferred on the Panel by this Agreement and the Rules, the Panel
        shall have the authority to award specific performance.

       

       The
        parties agree that this Section 11 has been adopted by the parties to rapidly
        and inexpensively resolve any disputes between them and that this Section
        11
        will be grounds for dismissal of any court action commenced by either party
        arising out of this Agreement, other than post-arbitration actions by either
        party seeking to enforce an arbitration award.  In the event that any
        court determines that this arbitration procedure is not binding, or otherwise
        allows any litigation regarding a dispute, claim, or controversy covered
        by this
        Agreement to proceed in court, the parties hereto hereby waive any and all
        right
        to a trial by jury in or with respect to such litigation.

       

       Each
        of the parties hereto hereby unconditionally and irrevocably consents to
        submit
        itself to (i) the exclusive jurisdiction of any federal or state court located
        in the Borough of Manhattan, The City of New York (the "New York Courts"), in
        any suit, action or proceeding seeking to compel arbitration and for preliminary
        injunctive relief to maintain the status quo or prevent irreparable harm
        or any
        other provisional remedy in aid of arbitration and to (ii) the non-exclusive
        jurisdiction of the New York Courts to enforce an arbitral award rendered
        under
        this Agreement.  For purposes of the foregoing actions in (i) and
        (ii), each of the parties hereto (x) hereby unconditionally and irrevocably
        agrees that it will not attempt to deny or defeat personal jurisdiction in
        the
        New York Courts by motion or other request for leave from any such court,
        and
        waives any objection based on forum non conveniens or any other objection
        to
        venue thereof and (y) unconditionally and irrevocably consents to the service
        of
        process outside the territorial jurisdiction of such court by delivery of
        copies
        thereof to the address of such party indicated in Section 9 and such service
        of
        process shall be deemed effective service of process on such party; provided, however,
        the
        foregoing shall not limit the right of any party to effect service of process
        on
        the other party by any other legally available method.

       

       The
        arbitration administration fees and arbitration administration expenses shall
        be
        borne equally by Consultant and TVCC, provided that
        Consultant and TVCC shall pay for and bear the costs of their own experts,
        evidence, and representation, and provided that the
        prevailing party shall be entitled to an award of the costs and expenses
        detailed in this paragraph.

       

      12.           ENTIRE
        AGREEMENT; AMENDMENT

       

       This
        Agreement constitutes the entire agreement between the parties hereto with
        respect to the subject matter hereof and cancels and supersedes all prior
        agreements, proposals, negotiations, representations, discussions, and
        correspondence, either written or oral, with respect to the subject matter
        hereof.  No alterations, changes or amendments to this Agreement shall
        be effective unless in writing and signed by both parties hereto.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      13.           WAIVER

       

       No
        waiver of a breach of any provision of this Agreement shall constitute a
        waiver
        of any other breach or of the future performance of such provision.

       

      14.           GOVERNING
        LAW

       

       This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without regard for the provisions thereof regarding choice
        of
        law.  Any action to enforce this Agreement shall be brought in the
        Borough of Manhattan, New York, NY.

       

      15.           SEVERABILITY

       

       If
        any one or more of the provisions contained in this Agreement shall for any
        reason be held to be invalid, illegal or unenforceable in any respect, such
        invalidity, illegality or unenforceability shall not affect any other provision
        hereof, and this Agreement shall be modified and construed in a manner which
        preserves the intent and effect of the remainder of this Agreement to the
        maximum extent permitted by law.

       

      16.           RELATIONSHIP
        OF THE PARTIES

       

       Nothing
        in this Agreement will be deemed or construed to create any relationship
        of
        principal and agent, partnership or joint venture between the
        parties.  In no event shall either party have, or assert, the right to
        bind the other for any purpose.

       

      17.           COUNTERPARTS.

       

       This
        Agreement may be executed in one or more counterparts, including execution
        by
        facsimile, each of which shall be deemed to be an original, but all of which
        shall constitute one and the same agreement.

      


       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        written above.

       

      
        	 
                	
                TVCC
                  ONE SIX HOLDINGS LLC

              
	 
                	 
                
	 
                	
                By:

              	 
                
	 
                	 
                	 
                
	 
                	
                Name:

              	 
                
	 
                	 
                	 
                
	 
                	
                Title:

              	 
                
	 
                	 
                	 
                
	 
                	
                SKYTERRA
                  COMMUNICATIONS,
                  INC.

              
	 
                	 
                	 
                
	 
                	
                By:

              	 
                
	 
                	 
                	 
                
	 
                	
                Name:

              	 
                
	 
                	 
                	 
                
	 
                	
                Title:

              	 
                


      

      


    

     

     

    


    
      
        
           
            

        

        
          
            [Signature
              Page to Consulting Agreement]  

          

          
            

          

        

        
           
            

        

      

    

    


     

    EXHIBIT
      F

     

    HARBINGER
      CERTIFICATE

     

    (a)     Representations
      and
      Warranties. The representations and warranties of Harbinger Master,
      Harbinger Special, and Harbinger Satellite Fund contained in the Master
      Contribution and Support Agreement and the representations and warranties of
      Harbinger Satellite Fund contained in the Stock Purchase Agreement are true
      and
      correct in all respects (without giving effect to any limitation on any
      representation and warranty indicated by a materiality qualification, including
      the words "TVCC Material Adverse Effect," "material," "in all material respects"
      or like words) as of the date when made and as of the Notification Date (except
      for representations and warranties made as of an earlier date, in which case
      as
      of such earlier date), except where the failure of such representations and
      warranties to be so true and correct (without giving effect to any limitation
      on
      any representation and warranty indicated by a materiality qualification,
      including the words "TVCC Material Adverse Effect," "material," "in all material
      respects" or like words) would not, individually or in the aggregate, have
      a
      Harbinger Material Adverse Effect.

     

    (b)     Performance.
      Each of
      Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite
      Fund
      have performed, satisfied and complied in all material respects with all
      covenants, agreements and conditions required by this Agreement or the Stock
      Purchase Agreement or Securities Purchase Agreement to be performed, satisfied
      or complied with by Harbinger Master, Harbinger Special, Harbinger Fund and
      Harbinger Satellite Fund on or prior to the Notification Date.

     

    (c)     No
      Injunction. No
      statute, rule, regulation, executive order, decree, ruling, injunction or other
      prohibition shall have been enacted, entered, promulgated or endorsed by any
      court or Governmental Entity of competent jurisdiction that prohibits the
      consummation of any of the Transactions.

     

    


    
      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


     

    EXHIBIT
      G

     

    BRING
      DOWN
      CERTIFICATE

     

     

         (a)     Representations
      and
      Warranties. The representations and warranties of the Company and MSV
      contained in the Master Contribution and Support Agreement and the Stock
      Purchase Agreement are true and correct in all respects (without giving effect
      to any limitation on any representation and warranty indicated by a materiality
      qualification, including the words "Material Adverse Effect", "material", "in
      all material respects" or like words) as of the date when made and as of the
      Bring Down Date (except for representations and warranties made as of an earlier
      date, in which case as of such earlier date), except where the failure of such
      representations and warranties to be so true and correct (without giving effect
      to any limitation on any representation and warranty indicated by a materiality
      qualification, including the words "Material Adverse Effect", "material", "in
      all material respects" or like words) would not, individually or in the
      aggregate, have a Material Adverse Effect.

     

          (b)     Performance.
      The
      Company and MSV have performed and complied in all material respects with all
      obligations, covenants and agreements required by this Agreement or the Stock
      Purchase Agreement or the Securities Purchase Agreement to be performed,
      satisfied or complied with by the Company on or prior to the relevant Bring
      Down
      Date.

     

    (c)     No
      Injunction. No
      statute, rule, regulation, executive order, decree ruling, injunction or other
      prohibition have been enacted, entered, promulgated or endorsed by any court
      or
      any other Governmental Entity of competent jurisdiction that prohibits the
      consummation of any of the Transactions.

     

    (d)     No
      Material Adverse
      Effect. No Material Adverse Effect (other than, and to the extent
      disclosed in Section
      5.10 of the Company Disclosure Schedule) has occurred since December
      31, 2007.

     

    (e)     Stockholder
      Approval.
      Any Stockholder Approval necessary for the issuance of the Harbinger Shares
      contemplated to be issued pursuant to this Agreement has been received by the
      Company.

     

    (f)     
      Registration
      Rights. The Registration Rights Agreement shall be in full force and
      effect and the Company is not in breach thereof.

     

    (g)     Stock
      Purchase
      Agreement. The Stock Purchase Agreement shall be in full force and effect
      and the Company is not in breach thereof.

     

    


    
      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      

    

    


     

    EXHIBIT
      H

     

    TVCC
      CERTIFICATE

     

    (a)     Representations
      and
      Warranties. The representations and warranties of Harbinger Master,
      Harbinger Special, Harbinger Fund and Harbinger Satellite Fund contained in
      Section 4.8 of the Master Contribution and Support Agreement are true and
      correct in all respects (without giving effect to any limitation on any
      representation and warranty indicated by a materiality qualification, including
      the words "TVCC Material Adverse Effect," "material," "in all material respects"
      or like words) as of the date made and as of the TVCC Contribution Closing
      Date
      (except for representations and warranties made as of an earlier date, in which
      case as of such earlier date), except where the failure of such representations
      and warranties to be so true and correct (without giving effect to any
      limitation on any representation and warranty indicated by a materiality
      qualification, including the words "TVCC Material Adverse Effect," "material,"
      "in all material respects" or like words) would not, individually or in the
      aggregate, have a TVCC Material Adverse Effect.

     

    (b)     Option
      Agreement.
      Between the date of the Agreement and the Option Closing Date, Harbinger has
      not
      consented to any of the actions set forth in Section 8.2(a) through 8.2(e)
      of
      the Option Agreement, the effect of which would be to subject TVCC to a material
      liability as of the TVCC Contribution Closing Date or result in a TVCC Material
      Adverse Effect.

     

    (c)     Drag
      Along Notice.
      Harbinger has given a Drag Along Notice (as such term is defined in the TVCC
      Amended and Restated Limited Liability Company Agreement to be dated on or
      about
      the Option Closing Date (“TVCC LLC Agreement”)
      to each other member of TVCC with respect to all TVCC Interests not owned by
      Harbinger, and such Drag Along Notice meets the requirements of Section 7.4(b)
      of the TVCC LLC Agreement. Harbinger has not withdrawn such Drag Along
      Notice.

     

    (d)     Tax.
      TVCC has
      prepared and filed with all appropriate Governmental Entities all material
      Tax
      Returns in respect of Taxes by the date such returns were due to be filed (after
      giving effect to extensions timely filed), and all such Tax Returns are correct
      and complete in all material respects. TVCC has paid in full all material Taxes
      and other assessments shown as due on such Returns.

     

    (e)     No
      TVCC Material Adverse
      Effect. No TVCC Material Adverse Effect has occurred since the date of
      the Agreement.