Unassociated Document


    Exhibit
      10.3

     

     

    Execution
      Version

    


     

    SECURITIES
      PURCHASE AGREEMENT

     

     

    This
      SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made
      and entered into as of the 24th day of July, 2008 by and among MOBILE SATELLITE
      VENTURES LP, a Delaware limited partnership (“MSV”), MOBILE
      SATELLITE VENTURES FINANCE CO., a Delaware corporation (“MSV Finance Co.” and,
      together with MSV, the “Issuers”), SkyTerra
      Communications, Inc., a Delaware corporation (“SkyTerra”), HARBINGER
      CAPITAL PARTNERS MASTER FUND I, LTD., a Cayman Islands fund, and HARBINGER
      CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership
      (collectively, the “Purchasers”).

     

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

     

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

     

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

     

    “16.5%
      Notes” has the
      meaning assigned to it in Section 5.10
      hereof.

     

    “16.5%
      Notes
      Indenture” means the Indenture, dated as of January 7, 2008, by and among
      the Issuers, the Guarantors named therein, and The Bank of New York, a New
      York
      banking corporation, as Trustee, relating to the 16.5% Senior Notes of the
      Issuers, as such Indenture is in effect on the date of this Agreement (and
      without regard to any subsequent amendment thereto).

     

    “16.5%
      Notes Supplemental
      Indenture” means the Supplemental Indenture to the 16.5% Notes Indenture
      substantially in the form of Exhibit D
      hereof.

     

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

     

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


    
      
         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


     

    “April
      Warrants” means
      one or more warrants to purchase an aggregate of 17,500,000 shares of Common
      Stock, substantially in the form attached as Exhibit A-2 hereto.

     

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

     

    “Board”
means
      the
      board of directors MSV GP or any duly authorized committee thereof.

     

    “Business
      Day” means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday or a day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to
      close.

     

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

     

    “Closing
      Dates” has
      the meaning assigned to it in Section 3.1
      hereof.

     

    “Code”
means
      the
      Internal Revenue Code of 1986, as amended.

     

    “Common
      Stock” means
      the Voting Common Stock and the Non-Voting Common Stock.

     

    “Company
      Transaction
      Proposal” has the meaning assigned to it in Section 8.6(e)
      hereof.

     

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

     

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

     

    "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 in respect of any property or asset, whether or not filed, recorded
      or otherwise perfected under applicable Law, other than (a) those resulting
      from
      Taxes which have not yet become delinquent or (b) minor liens and encumbrances
      that do not materially detract from the value of the property or asset, or
      materially impair the operations of either Issuer or SkyTerra or materially
      interfere with the use of such property or asset.

     

    “Environmental
      Protection
      Laws” means any Law enacted in any jurisdiction in connection with or
      relating to the protection or regulation of the environment, including those
      Laws 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.

     

    “ERISA
      Plan” has the
      meaning assigned to it in Section 4.25(e)
      hereof.

     

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

     

    “Exchange
      Act Reports”
means SkyTerra’s reports filed with the SEC since December 31, 2007, pursuant to
      Section 13 of the Exchange Act.


    
      
         
          

      

      
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    “Existing
      High Yield
      Indentures” means the 14% Notes Indenture and the 16.5% Notes
      Indenture.

     

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

     

    “First
      Closing Date”
has the meaning assigned to it in Section 3.1(a)
      hereof.

     

    “Fourth
      Closing Date”
has the meaning assigned to it in Section 3.1(a)
      hereof.

     

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

     

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

     

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

     

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

     

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

     

    “Indenture”
means
      the
      Indenture in the form attached hereto in Exhibit
      B.

     

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

     

    “IRS”
means
      the
      Internal Revenue Service.

     

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

     

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

     

    “January
      Warrants”
means one or more warrants to purchase an aggregate of 7,500,000 shares
      of
      Common Stock, substantially in the form attached as Exhibit A-1
      hereto.

     

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

     

    “Material
      Adverse
      Effect” means any events, facts, changes or circumstances which have had
      or would reasonably be expected to have a material adverse effect on the
      business, assets, liabilities, properties, operations or financial condition
      of
      SkyTerra, the Issuers and their Subsidiaries, taken as a whole, except to the
      extent that such adverse effect results from (a) general economic, regulatory
      or
      political conditions or changes therein in the United States or the other
      countries in which such party operates; (b) financial or securities market
      fluctuations or conditions; (c) changes in, or events or conditions affecting,
      the satellite telecommunications industry generally; (d) changes in applicable
      Law or in GAAP; (e) compliance with the terms of, or the taking of any action
      required by, the MCSA, this Agreement or consented to by the Purchasers, or
      the
      failure to take any actions for which the Purchasers and Harbinger
      Co-


    
      
         
          

      

      
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    Investment
      Fund, L.P. have withheld their consent pursuant to Section 16.1(k) of the MCSA;
      or (f) the failure of any in-orbit assets of SkyTerra 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 SkyTerra and its Subsidiaries to obtain material new permits,
      licenses, certificates, registrations or other similar authorizations; provided,
      however, that the exclusions set forth in clauses (a) to (d) shall not apply
      if
      the impact on SkyTerra, the Issuers and their Subsidiaries, taken as a whole,
      is
      materially disproportionate to the impact on other satellite companies involved
      in a business similar to that of SkyTerra, the Issuers and their
      Subsidiaries.

     

    “MCSA”
means
      the
      Master Contribution and Support Agreement dated July 24, 2008 among the
      Purchasers, Harbinger Co-Investment Fund, L.P., SkyTerra, MSV and Mobile
      Satellite Ventures Subsidiary LLC.

     

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

     

    “MSV
      GP” means Mobile
      Satellite Ventures GP, Inc., a Delaware corporation and the general partner
      of
      MSV.

     

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

     

    “MSV
      Option Exchange”
means the revised offer by SkyTerra 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 SkyTerra with the SEC pursuant to Rule
      424(b)(3) under the Securities Act on Registration Statement No.
      333-144093.

     

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

     

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

     

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

     

    “Payment-in-Kind
      Notes” means additional Notes issued under the Indenture on the same
      terms and conditions as the Notes issued on a particular Closing Date for the
      purpose of paying interest on the Notes issued on such Closing
      Date.

     

    “Pension
      Plan” has the
      meaning assigned to it in Section 4.25(e)
      hereof.

     

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

     

    “Person”
means
      an
      individual, entity, partnership, limited liability company, corporation,
      association, trust, joint venture, unincorporated organization, and any
      Governmental Authority.

     

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


    
      
         
          

      

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

     

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

     

    “Registration
      Rights
      Agreement” means the Registration Rights Agreement attached as Exhibit E
      to the MCSA.

     

    “Registration
      Statements” means SkyTerra’s registration statements filed with the SEC
      since December 31, 2007, pursuant to the Securities Act.

     

    “Restricted
      Common
      Stock” means shares of Non-Voting Common Stock or Voting Common Stock
      which are, or which upon their issuance on the exercise of the Warrants would
      be, and shares of Voting Common Stock issued upon exchange of such shares of
      Non-Voting Common Stock pursuant to Section 8.1,
      evidenced by a certificate bearing the restrictive legend set forth in Section 8.3(a)
hereof.

     

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

     

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

     

    “SEC
      Reports” means
      the Exchange Act Reports and the Registration Statements.

     

    “Second
      Closing Date”
has the meaning assigned to it in Section 3.1(a)
      hereof.

     

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

     

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

     

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

     

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

     

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

     

    “Superior
      Proposal”
has the meaning assigned to it in Section 8.6(e)
      hereof.

     

    “Tax”
or
“Taxes”
means
      any and
      all taxes, charges, fees, levies, imposts, duties or other assessments of any
      kind whatsoever, imposed by or payable to any federal, state,
      provincial,


    
      
         
          

      

      
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    local,
      or foreign tax authority, including any gross income, net income, alternative
      or
      add on minimum, franchise, profits or excess profits, gross receipts, estimated,
      capital, goods, services, documentary, use, transfer, ad valorem, business
      rates, value added, sales, customs, real or personal property, capital stock,
      license, payroll, withholding or back up withholding, employment, social
      security, workers’ compensation, unemployment compensation, utility, severance,
      production, excise, stamp, occupation, premium, windfall profits, occupancy,
      transfer, gains taxes, together with any interest, penalties, additions to
      tax
      or additional amounts imposed with respect thereto.

     

    “Third
      Closing Date”
has the meaning assigned to it in Section 3.1(a)
      hereof.

     

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

     

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

     

    “Warrants”
means
      the
      January Warrants and the April Warrants.

     

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

     

    2.        
      Financial Terms
      of the
      Notes.  The Issuers have authorized or will authorize prior to
      the Closing Dates the issuance and sale to the Purchasers of up to $500,000,000
      aggregate principal amount (plus any additional amounts necessary to satisfy
      their obligations to deliver Payment-in-Kind Notes) of the Issuers’ 16.00%
      Senior Unsecured Notes due July 1, 2013 (the “Notes”) to be issued
      pursuant to the Indenture.  Interest on the Notes will accrue from the
      issue date of such Notes at a rate of 16.00% per annum, computed on the basis
      of
      a 360-day year of twelve 30-day months, payable semi-annually in arrears on
      each
      July 1 and January 1, commencing July 1, 2009.  Until and including
      January 1, 2011, each and every interest payment on the Notes will be payable,
      at the option of the Issuers, (i) in cash (a “Cash Payment”), (ii)
      in the form of Payment-in-Kind Notes or (iii) in a combination of Cash Payment
      and Payment-in-Kind Notes, with any Cash Payment being allocated pro rata among
      all Notes on which interest is due on such date; provided, however, that
      interest payments on each Note shall be made wholly in the form of a Cash
      Payment (x) upon any prepayment of such Note (to the extent accrued on the
      amount being prepaid), (y) upon the scheduled maturity of such Note and (z)
      at
      such other time as such Note becomes due and payable (whether by acceleration
      or
      otherwise).  Commencing July 1, 2011, interest on the Notes will be
      payable in cash only.  The Notes will mature on July 1,
      2013.

     

    3.         Purchase
      and Sale of the
      Securities.

     

    3.1           Purchase
      and
      Sale.  Subject to and upon the terms and conditions set forth
      in this Agreement, the Indenture and the Warrants: (i) the Issuers agree to
      issue and sell to the Purchasers, and the Purchasers hereby agree to purchase
      from the Issuers, $150,000,000 principal amount of the Notes on January 6,
      2009
      or at such other time as the Issuers and the Purchasers may agree (“First Closing Date”),
      $175,000,000 principal amount of the Notes on April 1, 2009 or at such other
      time as the Issuers and the Purchasers may agree (“Second


    
      
         
          

      

      
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    Closing
      Date”),
      $75,000,000 principal amount of the Notes on July 1, 2009 or at such other
      time
      as the Issuers and the Purchasers may agree (“Third Closing Date”)
      and
      $100,000,000 principal amount of the Notes on January 4, 2010 or at such other
      time as the Issuers and the Purchasers may agree (“Fourth Closing Date”,
      and together with the First Closing Date, Second Closing Date and Third Closing
      Date, collectively, the “Closing Dates”) and
      (ii) SkyTerra agrees to issue and sell to the Purchasers, and the Purchasers
      hereby agree to purchase from SkyTerra, the January Warrants on the First
      Closing Date and the April Warrants on the Second Closing Date.

     

    3.2           Closings.
      The closings of
      the sales to, and purchases by, the Purchaser of the Securities as contemplated
      by Section 3.1
      (the “Closings”) shall
      occur at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
      York, New York 10153-0119, on the respective Closing Dates, subject, in each
      case, to the satisfaction or waiver of all of the conditions set forth in Section 7 hereof and
      in the Indenture, or at such other time and place as the Issuers and the
      Purchasers may agree.  At each Closing, the Issuers shall deliver to
      the Purchasers one or more Notes, substantially in the form set forth in the
      Indenture, evidencing the principal amount of the Notes to be sold on such
      Closing Date, and at the First Closing Date and the Second Closing Date,
      SkyTerra shall deliver to the Purchasers one or more instruments evidencing
      the
      January Warrants and the April Warrants, respectively, in each case registered
      in the names of the Purchasers, against delivery to the Issuers of an amount
      equal to 100% of the principal amount of the Notes to be sold on such Closing
      Date by wire transfer of immediately available funds to an account or accounts
      that the Issuers designate in writing to the Purchasers at least two Business
      Days prior to the applicable Closing Date.

     

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

     

    4.1           Status.  Each
      of the Issuers and their Significant Subsidiaries (a) has been duly organized,
      and is validly existing and in good standing under the Laws of the jurisdiction
      of its organization and has all requisite corporate or other, as applicable,
      power and authority to own its property and assets and to transact the
      business in which it is engaged, and presently proposes to engage, and (b)
      has
      duly qualified to do business and is in good standing in 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 a Material Adverse
      Effect.  Neither of the Issuers nor any of their Significant
      Subsidiaries is currently in violation of any of the provisions of its
      Certificate of Incorporation or By-laws (or other applicable charter documents),
      each as amended to date.

     

    4.2           Power
      and
      Authority.  All corporate or other action on the part of each
      of the Issuers necessary for the authorization, execution, delivery and
      performance of this Agreement and the Indenture and the consummation of the
      transactions contemplated herein and therein have been taken or will have been
      taken prior to the Closing Date for such document or
      transaction.  This Agreement and the Indenture, when executed and
      delivered by each of the Issuers, shall constitute the legal, valid and binding
      obligation of the Issuers and shall be enforceable against the Issuers in
      accordance with the respective terms of such agreements, except as such may
      be
      limited by bankruptcy, insolvency, reorganization or other

     


    
      
         
          

      

      
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    laws
      affecting creditors’ rights generally and by general equitable
      principles.  The Issuers have all requisite corporate or other, as
      applicable, power and authority to enter into this Agreement and the Indenture,
      and to carry out and perform their obligations under the terms hereof and
      thereof.

     

    4.3           No
      Violation.  Assuming the entry by the Issuers and the Trustee
      into the 16.5% Notes Supplemental Indenture and the supplemental indenture
      contemplated by Section 16.19 of the MCSA, none of the execution, delivery
      and
      performance by the Issuers of this Agreement or the Indenture or compliance
      with
      the terms and provisions hereof and thereof (a) will contravene any applicable
      provision of any applicable Law, (b) will conflict with or result in any breach
      of, any of the terms, covenants, conditions or provisions of, or constitute
      a
      default under, or result in the creation or imposition of (or the obligation
      to
      create or impose) any Encumbrance upon any of the property or assets of
      either of the Issuers or any of their Significant Subsidiaries pursuant to
      the
      terms of, any indenture, mortgage, deed of trust, agreement or other material
      instrument to which either of the Issuers or any of their Significant
      Subsidiaries is a party or by which it or any of its or their property or assets
      are bound or to which it may be subject, or result in the acceleration of any
      obligation of the Issuers or (c) will violate any provision of the Certificate
      of Incorporation or By-laws (or other applicable charter documents) of the
      Issuers, each as amended to date, except in the case of (a) or (b), where such
      breach or conflict would not reasonably be expected to have a Material Adverse
      Effect.

     

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

     

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

     


    
      
         
          

      

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

     

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

     

    4.8           Indebtedness.  Except
      for Indebtedness disclosed in Section 4.8 of the
      Disclosure Schedules and in SkyTerra’s Annual Report on Form 10-K for the
      year ended December 31, 2007, and in SkyTerra’s Quarterly Report on Form 10-Q
      for the quarter ended March 31, 2008, or incurred pursuant to this
      Agreement, the Issuers and their Significant Subsidiaries, taken as a whole,
      have no Indebtedness outstanding at the date hereof.  Neither the
      Issuers nor any Significant Subsidiary are in default with respect to any
      outstanding Indebtedness or any instrument relating thereto, and no event has
      occurred, or facts and circumstances exist, which, after passage of time, would
      result in such a default.

     

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

     

    4.10         No
      Material Adverse
      Effects.  Except as disclosed in Section 4.10 of
      the
      Disclosure Schedules, since December 31, 2007 through the date hereof, (a)
      no
      event has occurred which has had, or would reasonably be expected to have,
      a
      Material Adverse Effect, and (b) no event has occurred, and the Issuers have
      not
      taken any action, that would have required the consent of the Purchasers
      pursuant to Section 16.1 of the MCSA had such event or action occurred after
      the
      date of the MCSA.

     

    4.11         Tax
      Returns and
      Payments.  Except as would not reasonably be expected to have a
      Material Adverse Effect or except as disclosed in Section 4.11 of the
      Disclosure Schedules, (a) each of the Issuers and Significant Subsidiaries
      has
      filed all domestic and foreign Tax returns and reports required to be filed
      by
      it, all such returns and

     


    
      
         
          

      

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

     

    4.12         Significant
      Subsidiaries.  As of the date hereof, the Issuers have no
      directly or indirectly held Significant Subsidiary other than those disclosed
      in
Section 4.12 of
      the Disclosure Schedules.  Except as disclosed in Section 4.12 of the
      Disclosure Schedules, each of the Issuers and their Significant Subsidiaries
      has
      good and marketable title to all of the shares (or other equity interests)
      it
      purports to own of the stock of each Significant Subsidiary, free and clear
      in
      each case of any Encumbrance (defined for purposes hereof without regard to
      the
      exceptions contained in (a) and (b) of the definition of Encumbrance), except
      as
      otherwise pledged in the 14% Notes Indenture.  All such shares have
      been duly authorized, validly issued and are fully paid and
      nonassessable.  As of the date hereof, the Issuers are not party to
      any joint venture or similar arrangement, except as disclosed in Section 4.12 of the
      Disclosure Schedules.

     

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

     

    4.14         Regulatory
      Matters.

     

    (a)           Authorizations.  Section
      4.14(a)(i) of
      the Disclosure Schedules lists all material Federal Communications Commission
      (“FCC”), state
      public utility commission (“PUC”) and foreign
      regulatory authority permits, licenses, certificates, registrations and other
      similar material authorizations held by the Issuers and their Significant
      Subsidiaries as of the date hereof (collectively, the “Authorizations”).  Except
      as disclosed in Section 4.14(a)(ii)
      of the Disclosure Schedules, the Issuers and their Significant Subsidiaries
      have
      all necessary or appropriate Authorizations for the conduct of their business
      as
      such business is being conducted as of the date hereof.  Except as
      disclosed in Section
      4.14(a)(ii) of the Disclosure Schedules, the Issuers and their
      Significant Subsidiaries are in compliance with all such Authorizations and
      any
      terms and conditions thereof, except as would not reasonably be expected to
      have
      a Material Adverse Effect.  Except as disclosed in Section 4.14(a)(ii)
      of the Disclosure Schedules, each Authorization which is material to the
      business of the Issuers is valid and in full force and effect, and, as of the
      date hereof, the Issuers and their Significant Subsidiaries have not received
      notice


    
      
         
          

      

      
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    from
      the FCC, any PUC, or any foreign regulatory authority of its intention to
      revoke, suspend, condition or fail to renew any such
      Authorization.  Except as disclosed in Section 4.14(a)(ii)
      of the Disclosure Schedules, no event has occurred or facts and circumstances
      exist, which allows or would reasonably be expected to allow, or which after
      notice or lapse of time would allow or would reasonably be expected to allow,
      revocation, suspension, non-renewal or termination or result in any other
      material impairment of the Issuers’ or their Significant Subsidiaries’ rights
      under any of its Authorizations.

     

    (b)           Compliance
      with
      Laws.  Except as disclosed in Section 4.14(b) of
      the Disclosure Schedules, the conduct of the Issuers’ and their Significant
      Subsidiaries' business complies with all applicable U.S., state, local and
      foreign Laws (including, without limitation, the Communications Act of 1934,
      as
      amended, and the Communications Assistance for Law Enforcement Act), ordinances,
      rules, regulations, and orders (including, without limitation, those issued
      by
      the FCC, any PUC or any foreign regulatory authority), in each case, except
      as
      would not reasonably be expected to have a Material Adverse
      Effect.  Except as disclosed in Section 4.14(b) of
      the Disclosure Schedules, none of the Issuers nor any of their respective
      Significant Subsidiaries is in violation of any applicable Environmental
      Protection Laws and, to the Issuers’ knowledge, 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 Issuers and their
      Significant Subsidiaries have made all material regulatory filings required,
      and
      paid all applicable fees and assessments imposed, with respect to the
      Authorizations, including but not limited to FCC regulatory fees, Universal
      Service Fund contributions, Telecommunications Relay Service Fund contributions,
      and North American Numbering Plan fees, and all such filings and the calculation
      of such fees, are accurate in all material respects.

     

    4.15         Permits.
      The Issuers
      and their Significant Subsidiaries have all franchises, permits, licenses and
      any similar authority (the “Permits”) necessary
      for the conduct of their business as being conducted by them, the lack 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 Issuers, threatened, which would,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect.  The Issuers believe they can obtain, without undue
      burden or expense, any similar authority for the conduct of their business
      as
      presently proposed to be conducted as of the date hereof.  The Issuers
      and their Significant Subsidiaries are not in default under any of such
      Permits.

     

    4.16         Brokers.  Neither
      of the Issuers nor any Significant Subsidiary has any liability to pay any
      fees,
      commissions or other similar compensation to any broker, finder, investment
      banker, financial advisor or other similar Person in connection with the
      transactions contemplated by this Agreement, other than Morgan Stanley & Co.
      Incorporated, all fees of which shall be paid by MSV or SkyTerra.

     

    4.17         Leases.  Each
      of the Issuers and the Significant Subsidiaries has complied with all material
      obligations under all leases for real property to which it is a
      party

     


    
      
         
          

      

      
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    as
      a lessee.  All leases relating to the leasehold estates of each of the
      Issuers and the Significant Subsidiaries necessary for the conduct of the
      business of such Person are, with respect to the Issuers, valid and enforceable,
      and, to the knowledge of the Issuers, are, valid and enforceable with respect
      to
      the lessor, and each of the Issuers and the Significant Subsidiaries that is
      the
      lessee in respect thereof currently enjoys peaceful and undisturbed possession
      of the premises subject thereto.

     

    4.18         Intellectual
      Property.

     

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

     

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

     

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

     

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

     

    (e)           Except
      as disclosed in Section 4.18(e) of
      the Disclosure Schedules, to the knowledge of the Issuers and their Significant
      Subsidiaries, no Person is infringing or misappropriating the Intellectual
      Property of the Issuers or their Significant Subsidiaries.

     

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

     

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


    
      
         
          

      

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

     

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

     

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

     

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

     

    4.24         Satellites.

     

    (a)           Section
      4.24(a) of
      the Disclosure Schedules sets forth a list of all contracts to which the Issuers
      or any of their 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 Issuers or any of their Subsidiaries,
      and
      the frequencies authorized for such use, including for terrestrial services
      (the
“Satellite
      Contracts”) as of
      the date hereof. All of the Satellite Contracts are valid, binding and in full
      force and effect and the Issuers, and to the knowledge of the Issuers, the
      counterparties thereto are not in default under any material provision of any
      of
      such contracts.


    
      
         
          

      

      
        13

        
          

        

      

      
         
          

      

    

     

    (b)           The
      satellite health reports that are listed in Section 4.24(b) of
      the Disclosure Schedules are, as of the date hereof, the most recent satellite
      health reports issued for each of the satellites used by the Issuers or any
      of
      their Subsidiaries. The Issuers have provided to the Purchasers complete copies
      of such reports, and such reports fairly and accurately describe the health
      and
      anticipated remaining life of each such satellite.

     

    (c)           Section
      4.24(c) of
      the Disclosure Schedules provides a summary of the licensed spectrum actually
      available for use by the Issuers and their Subsidiaries in accordance with
      the
      coordination agreements to which the Issuers or any of their Subsidiaries is
      subject.

     

    4.25         Employee
      Benefits.

     

    (a)           All
      benefit and compensation plans, contracts, policies or arrangements covering
      current or former employees or other service providers of MSV and its
      Subsidiaries and current or former directors of MSV, 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 4.25(a) of
      the Disclosure Schedules, 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 4.25(a)
      of the 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 the Purchasers.

     

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

     

    (c)           Neither
      MSV nor any or its Subsidiaries nor any entity which is considered one employer
      with MSV 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.

     

    (d)           There
      has been no amendment to or announcement by MSV 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.

     


    
      
         
          

      

      
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    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 best knowledge of MSV no event has
      occurred that would 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 Issuers’ knowledge,
      neither MSV 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 MSV 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 MSV 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 in Section 4.25(f) of
      the Disclosure Schedules, as of the date hereof, there is no material pending
      or, to the best knowledge of the Issuers, threatened litigation relating to
      the
      Benefit Plans. Neither MSV nor any of its Subsidiaries has any obligations
      for
      retiree health and life benefits under any Benefit Plan or collective bargaining
      agreement. MSV 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 nor the consummation of the transactions
      contemplated herein will (w) entitle any employees of MSV 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 MSV 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 MSV 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.

     

    (h)           Neither
      MSV nor any of its Subsidiaries has any material liability by reason of an
      individual who performs or performed services for MSV or any of its Subsidiaries
      in any capacity being improperly excluded from participating in a Benefit Plan;
      and each of the employees of MSV and its Subsidiaries has been properly
      classified by MSV and its Subsidiaries as “exempt” or “non-exempt” under
      applicable Law.

     

    4.26         Labor
      Matters.  Except as set forth in Section 4.26 of
      the
      Disclosure Schedule:


    
      
         
          

      

      
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    (a)           Neither
      MSV nor any of its Subsidiaries is a party to any collective bargaining
      agreement or other labor union contract applicable to persons employed by MSV
      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
      MSV, are there any organizational campaigns, petitions or other unionization
      activities seeking recognition of a collective bargaining unit which could
      affect MSV 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 MSV after due inquiry, threatened
      between MSV or any of its Subsidiaries, on the one hand, and any of their
      respective employees, on the other hand, and MSV has not experienced any such
      strike, slowdown or work stoppage within the past three (3) years.

     

    (c)           Neither
      MSV 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 MSV, there are no grievances outstanding against MSV 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 MSV or any of its
      Subsidiaries before the US National Labor Relations Board or any other
      Governmental Authority or any current union representation questions involving
      employees of MSV or any of its Subsidiaries that could have a Material Adverse
      Effect.

     

    (e)           MSV
      and its Subsidiaries are currently in 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 and record-keeping.

     

    (f)           To
      the best knowledge of the Issuers, each employee of MSV 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 MSV and its Subsidiaries has paid in full to all employees, or adequately
      reserved in accordance with MSV’s historical accounting 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 Issuers, is now pending or
      threatened before any Governmental Authority with respect to any persons
      currently or

     


    
      
         
          

      

      
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    formerly
      employed by MSV 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 MSV nor any of its Subsidiaries is a party to,
      or
      otherwise bound by, any consent decree with, or citation by, any Governmental
      Authority 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 Issuers, threatened with respect to MSV 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 Issuers, is now pending or threatened before the United States Equal
      Employment Opportunity Commission, or any other Governmental Authority in any
      jurisdiction in which MSV or any of its Subsidiaries has employed or currently
      employs any Person that could reasonably be expected to have a Material Adverse
      Effect.

     

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

     

    (m)          Except
      as set forth in Section 4.26(m) of
      the Disclosure Schedule, as of the date hereof, neither MSV nor any of its
      Subsidiaries is aware that any officer intends to terminate employment with
      MSV
      or its Subsidiaries, as applicable.

     

    4.27         No
      Undisclosed
      Relationships.  Except as set forth on Section 4.27 of
      the
      Disclosure Schedules, no relationship, direct or indirect, exists between or
      among the Issuers, on the one hand, and the directors, officers, stockholders
      or
      other Affiliates of the Issuers, 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.

     

    4.28         Related
      Party
      Transactions.  Except as disclosed in Section 4.28 of
      the
      Disclosure Schedules, as of the date hereof, no executive officer or director
      of
      the Issuers: (a) has any cause of action or other claim whatsoever against,
      or
      owes any amounts to, the Issuers, except for claims of employees in the ordinary
      course of business, such as for accrued vacation pay or for accrued benefits
      under an employee benefit plan maintained by the Issuers; (b) owns, directly
      or
      indirectly, in whole or in part, any tangible or intangible property which
      the
      Issuers are using or which is necessary for the business of the Issuers; (c)
      owns, other than ownership of less than 1% of the issued and outstanding equity
      of a publicly listed company,

     


    
      
         
          

      

      
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    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 Issuers, (ii) engaged in a business related to the business of the Issuers
      or (iii) participating in any transaction to which either of the Issuers is
      a
      party; or (d) otherwise is or has been a party to any contract or transaction
      with the Issuers, except for their respective employment contracts with the
      Issuers.

     

    4.29         Solvency.  As
      of the date hereof (after giving effect to the transactions contemplated herein)
      and on each of the First Closing Date and the Second Closing Date (after giving
      effect to the transactions contemplated on such dates), MSV will be Solvent
      giving effect to any right of subrogation or contribution.  As used in this
      paragraph, the term “Solvent” means, with
      respect to a particular date and with respect to a particular entity, that
      on
      such date (i) the then present fair market value (or then present fair saleable
      value) of the assets of such entity is not less than the total amount required
      to pay the liabilities of such entity on its total then existing debts and
      liabilities (including contingent liabilities) as they become absolute and
      matured considering all financing alternatives and potential asset sales
      reasonably available to such entity; (ii) assuming consummation of the issuance
      of the Harbinger Shares (as defined in the MCSA) as contemplated by the MCSA
      and
      this Agreement, such entity does not intend to incur, or believe that it will
      incur, debts or liabilities beyond its ability to pay as such debts and
      liabilities mature; (iii) such entity is not engaged in any business or
      transaction, and does not propose to engage in any business or transaction,
      for
      which its property would constitute unreasonably small capital after giving
      due
      consideration to the prevailing practice in the industry in which such entity
      is
      engaged; and (iv) such entity is not a defendant in any civil action that would
      result in a judgment that such entity is or would become unable to
      satisfy.

     

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

     

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

     

    4A.2              Corporate
      Power and
      Authority.  All corporate action on the part of SkyTerra
      necessary for the authorization, execution, delivery and performance of this
      Agreement and the issuance of the Warrants and the consummation of the
      transactions contemplated herein and therein have been taken or will be taken
      prior to the First Closing Date.  The Warrants when executed and
      delivered by SkyTerra, shall constitute the legal, valid and binding obligation
      of SkyTerra and shall be enforceable against SkyTerra in accordance with their
      respective terms and the terms of this Agreement, except as such may be limited
      by bankruptcy, insolvency, reorganization or other laws affecting creditors’
rights generally and by general equitable

      
        
           
            

        

        
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    principles.
      SkyTerra has all requisite corporate power and authority to enter into this
      Agreement and the Warrants and to carry out and perform its obligations under
      the terms hereof and thereof.

     

    4A.3              No
      Violation.  None of the execution, delivery and performance by
      SkyTerra of this Agreement and the Warrants, 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 SkyTerra
      or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage,
      deed of trust, agreement or other material instrument to which SkyTerra or
      any
      of its Subsidiaries is a party or by which it or any of its property or assets
      are bound or to which it may be subject or result in the acceleration of any
      obligation of SkyTerra or (c) will violate any provision of the Certificate
      of
      Incorporation or By-laws of SkyTerra or any of its Subsidiaries, each as amended
      to date, except in the case of (a) and (b), where such breach or conflict would
      not reasonably be expected to have a Material Adverse Effect.

     

    4A.4              Capitalization.
Section
      4A.4 of the
      Disclosure Schedules discloses the number of authorized, issued and outstanding
      shares of capital stock of SkyTerra, and outstanding warrants and options to
      purchase capital stock of SkyTerra as of the date hereof.  As of the
      date hereof, 1,596,571 shares of Common Stock are reserved for future issuance
      pursuant to outstanding options.  As of 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 SkyTerra.  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 SkyTerra.  As of the date hereof, except as further
      disclosed in Section
      4A.4 of the Disclosure Schedules or for the right to purchase SkyTerra
      Common Stock upon exercise of the Warrants, there are no other outstanding
      options, warrants, rights (including conversion or preemptive rights) or any
      agreement for the purchase or acquisition from SkyTerra of any shares of
      SkyTerra’s capital stock or voting agreements with respect to equity of SkyTerra
      or any of its Subsidiaries.  All outstanding shares of the capital
      stock of SkyTerra have been duly authorized, validly issued, fully paid and
      nonassessable.  Except as disclosed in Section 4A.4 of the
      Disclosure Schedules, there are no obligations, contingent or otherwise, of
      SkyTerra or its Subsidiaries to repurchase, redeem or otherwise acquire any
      shares of Common Stock or other equity securities of SkyTerra or its
      Subsidiaries.  Except as disclosed in Section 4A.4 of the
      Disclosure Schedules, the sale of the Warrants, and the issuance of any Common
      Stock upon exercise of the Warrants, will not result in SkyTerra being obligated
      to issue, sell or purchase, pursuant to any existing pre-emptive, anti-dilution,
      redemption or other right of third parties, shares of Common Stock or other
      securities to or from any Person (other than the Purchasers), and will not
      result in a right of any holder of convertible or contingent securities issued
      by SkyTerra to adjust the exercise, conversion, exchange or reset price under
      such securities, including, in any such case, pursuant to any “poison pill” or
      shareholders rights plan.  As of the date hereof, except as set
      forth in outstanding warrants or as disclosed in Section 4A.4 of the
      Disclosure Schedules, there are no anti-dilution or price adjustment provisions
      contained in any security issued by SkyTerra (or in any agreement providing
      rights to security holders). None of

     

    
      
        
           
            

        

        
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    the
      outstanding Common Stock was issued in violation of the Securities Act or any
      state securities laws.

     

    4A.5              Valid
      Issuance of the Common
      Stock.

     

    (a)           The
      shares of Common Stock issuable upon exercise of the Warrants in accordance
      with
      the terms of the Warrants have been (or will, by the First Closing Date, be)
      duly authorized by SkyTerra and, when delivered in accordance with the terms
      of
      the Warrants (a) will be validly issued, fully paid and nonasessable, (b)
      assuming the waiver by the Purchasers of certain preemptive rights pursuant
      to
      Section 16.17 of the MCSA, will not be subject to any preemptive rights or
      any
      other similar contractual rights of the stockholders of SkyTerra or any other
      Person, and (c) will be delivered to the Purchasers or their designated
      transferee, free and clear of any Encumbrances (defined for purposes hereof
      without regard to the exceptions set forth in clauses (a) and (b) of the
      definition of Encumbrance) which are imposed by SkyTerra, or arise as a result
      of SkyTerra’s action or omission.  SkyTerra has reserved from its duly
      authorized capital stock the number of shares of Common Stock issuable upon
      the
      exercise in full of the Warrants.

     

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

     

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


    
      
         
          

      

      
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    4A.7              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
      does 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 December 31, 2007, SkyTerra has filed all reports,
      schedules, forms, statements and other documents required to be filed by it
      with
      the SEC pursuant to the reporting requirements of the Exchange Act.

     

    4A.8              Financial
      Statements;
      Indebtedness.

     

    (a)           Except
      as disclosed in
      Section 4A.8(a) of the Disclosure Schedules, the financial statements and
      supporting schedules included in SkyTerra’s Annual Report on Form 10-K for the
      year ended December 31, 2007 and the Amendment to the SkyTerra 's Annual Report
      for the year ended December 31, 2007 on Form 10-K/A, and in SkyTerra’s Quarterly
      Report on Form 10-Q for the quarter ended March 31, 2008, in each case filed
      with the SEC present fairly, in all material respects, the consolidated
      financial position of SkyTerra as of the dates specified and the consolidated
      results of their operations and cash flows for the periods specified, in each
      case, in conformity with GAAP applied on a consistent basis during the periods
      involved, except as indicated therein or in the notes thereto.

     

    (b)           Except
      for Indebtedness disclosed in Section 4A.8(b) of
      the Disclosure Schedules and in SkyTerra’s Annual Report on Form 10-K for the
      year ended December 31, 2007, and in SkyTerra’s Quarterly Report on Form 10-Q
      for the quarter ended March 31, 2008, SkyTerra has no material Indebtedness
      outstanding at the date hereof.  SkyTerra is not in default with
      respect to any outstanding Indebtedness or any instrument relating thereto,
      and
      no event has occurred, or facts and circumstances exist, which, after passage
      of
      time or giving of notice, would result in such a default.

     

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


    
      
         
          

      

      
        21

        
          

        

      

      
         
          

      

    

     

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

     

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

     

    5.2           Purchase
      Entirely for
      Own
      Account.  Each of the Purchasers is acquiring the Securities
      for its own account for investment and not for the account of any other Person
      or with a view to any resale, fractionalization, division, or distribution
      thereof in a manner that would require registration thereof or the transactions
      contemplated hereby under the Securities Act, and neither Purchaser presently
      has any reason to anticipate any change in such Purchaser’s circumstances or
      other particular occasion or event which would cause such Purchaser to sell
      the Securities other than in compliance with the requirements of the Securities
      Act.  The Purchasers have no contract, undertaking, agreement,
      understanding or arrangement with any Person to sell, transfer, or pledge to
      any
      Person any part or all of the Securities which such Purchasers are acquiring,
      or
      any interest therein, and have no present plans to enter into the
      same.  The Securities were not offered or sold to the Purchasers by
      means of any general solicitation or general advertisement.

     

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

     

    5.4           Securities
      Not Registered.
      The
      Purchasers understand that neither the Securities nor the Warrant Stock issuable
      upon exercise of the Warrants or the Voting Common Stock issuable upon exchange
      of Warrant Stock that is Non-Voting Common Stock


    
      
        
           
            

        

        
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    have
      been registered under the Securities Act, by reason of their issuance by the
      Issuers in a transaction exempt from the registration requirements of the
      Securities Act, and that the Securities must continue to be held by the
      Purchaser unless a subsequent disposition thereof is registered under the
      Securities Act or is exempt from such registration. The Purchasers understand
      that the exemptions from registration afforded by Rule 144 promulgated under
      the
      Securities Act (the provisions of which are known to it) depend on the
      satisfaction of various conditions, and that, if applicable, Rule 144 may afford
      the basis for sales only in limited amounts.  The Purchasers have had
      an opportunity to ask questions of and receive answers from the management
      and
      authorized representatives of the Issuers and SkyTerra, and to review any
      other relevant documents and records concerning the business of the Issuers
      and
      SkyTerra and the terms and conditions of this investment, and that any such
      questions have been answered to the Purchasers’ satisfaction.  The
      Purchasers understand that no federal or state agency has passed upon or made
      any recommendation or endorsement of an investment in the
      Securities.

     

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

     

    5.6           Brokers.
      The
      Purchasers have no liability to pay any fees, commissions or other similar
      compensation to any broker, finder, investment banker, financial advisor or
      other similar Person in connection with the transactions contemplated by this
      Agreement, other than Merrill Lynch & Co., all fees of which shall be paid
      by the Purchasers.

     

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

     

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

     

    5.9           Material
      Non-Public
      Information. The Purchasers hereby acknowledge that they are familiar
      with their responsibilities under federal and state securities laws
      relating

     


    
      
         
          

      

      
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    to
      restrictions on trading in securities of an issuer while in possession of
      material, non-public information, and restrictions on sharing such information
      with other Persons who may engage in such trading.

     

    5.10         16.5%
      Notes.
 The Purchasers represent and warrant that they are the sole holders
      of all
      of the Issuers’ outstanding 16.5% Notes due 2013 (the “16.5% Notes”),
      including any additional 16.5% Notes issued after January 7, 2008 as
      paid-in-kind interest, issued pursuant to the 16.5% Notes Indenture, free
      and clear of any lien, pledge or encumbrance of any kind.  Each
      Purchaser consents to amend the 16.5% Notes Indenture as set forth in the 16.5%
      Notes Supplemental Indenture and agrees to take such actions as are reasonably
      necessary in order to effectuate the 16.5% Notes Supplemental Indenture as
      soon
      as reasonably practicable after the date hereof.

     

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

     

    7.           Conditions
      Precedent.

     

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

     

    (a)           (i)  On
      the First Closing Date and the Second Closing Date, the representations and
      warranties of the Issuers and SkyTerra contained herein shall be true and
      correct in all material respects, provided that if any representation and
      warranty includes a

     


    
      
         
          

      

      
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    materiality
      qualification (including the words "Material Adverse Effect," "material," "in
      all material respects" or like words) then, such representation and warranty
      shall be true and correct in all respects, as of such Closing Date with the
      same
      effect as though made on and as of such Closing Date (except for representations
      and warranties made as of an earlier date, in which case as of such earlier
      date) and provided solely for purposes of this Section 7.1(a)(i), the Issuers
      may update Section 4.10 of the Disclosure Schedules, and the Issuers and
      SkyTerra shall have performed all obligations and conditions herein required
      to
      be performed or complied with by the Issuers and SkyTerra on or prior to such
      Closing Date.

     

    (ii)  On
      the Third Closing
      Date and the Fourth Closing Date, the representations and warranties of the
      Issuers and SkyTerra contained herein shall be 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 such
      Closing Date with the same effect as though made on and as of such Closing
      Date
      (except for representations and warranties made as of an earlier date, in which
      case as of such earlier date), except with regard to the representations and
      warranties contained in Section 4.29 above as
      to which the Issuers shall not be providing any representation or warranty
      on
      such Closing Dates, and 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 and provided solely for purposes of this Section
      7.1(a)(ii), the Issuers may update Section 4.10 of the Disclosure Schedules,
      and
      the Issuers and SkyTerra shall have performed all obligations and conditions
      herein required to be performed or complied with by the Issuers and SkyTerra
      on
      or prior to such Closing Date.

     

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

     

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

     

    (d)           On
      the First Closing Date, the Purchasers shall have received from Skadden, Arps,
      Slate, Meagher & Flom LLP, special counsel to the Issuers and SkyTerra, an
      opinion, dated as of the First Closing Date, substantially in the form of the
      opinion letter dated January 7, 2008 delivered to the Purchasers, modified
      as
      appropriate to reflect the terms of this transaction.

     


    
      
         
          

      

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

     

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

     

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

     

    (h)           SkyTerra
      shall have delivered to the Purchasers a certificate dated as of the Closing
      Date and signed by the secretary or another officer of SkyTerra, certifying
      (i)
      that the copies of the Certificate of Incorporation, the By-Laws and resolutions
      of the Board of Directors of SkyTerra approving this Agreement, the Transaction
      Documents and the transactions contemplated hereby and thereby attached thereto,
      are all true, complete and correct and remain in full force and effect as of
      such date, (ii) that the conditions set forth in Sections 7.1(a) and
7.1(b)
      have
      been met; and (iii) (A) on the First Closing Date and the Second Closing Date,
      the incumbency and specimen signature of each officer of SkyTerra executing
      this
      Agreement, the Transaction Documents and any other document delivered in
      connection herewith on behalf of SkyTerra, and (B) on each Closing
      following the First Closing Date, the incumbency and specimen signature of
      each
      officer of SkyTerra executing any Warrants in connection with such
      Closing.

     

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

     


    
      
         
          

      

      
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    (j)          
       The MCSA shall have been executed by Mobile Satellite Ventures Subsidiary
      LLC, SkyTerra and MSV and none of them shall have committed a material breach
      of
      its obligations thereunder which has not been cured.

     

    (k)           The
      Registration Rights Agreement shall have been executed and SkyTerra shall not
      have committed a willful breach of its registration obligations thereunder
      prior
      to the relevant Closing Date.

     

    (l)       
          There shall be no Material Adverse Effect not otherwise
      cured on the relevant Closing Date (without regard to any amendment to
      Section 4.10 of the Disclosure Schedules permitted pursuant to Section 7.1(a)
      of
      this Agreement).

     

    (m)          Each
      of the Issuers and SkyTerra will have provided reasonable cooperation in
      providing the Purchasers with all the information available to them reasonably
      requested by the Purchasers in writing to verify the satisfaction of any
      closing condition or otherwise to consummate the Closings.

     

    (n)           On
      each Closing Date following the First Closing Date, all previously scheduled
      Closings shall have occurred.

     

    7.2           Conditions
      to the Obligation
      of the Issuers
      and SkyTerra to Consummate the Closings. The obligation of the Issuers
      and SkyTerra to consummate each Closing on the respective Closing Date therefor
      and to issue and sell the Securities to the Purchasers on such Closing Date
      is
      subject to the satisfaction (or waiver by the Issuers and SkyTerra) of the
      following conditions precedent:

     

    (a)           The
      representations and warranties of the Purchasers contained herein shall be
      true
      and correct in all material respects, provided that if any representation and
      warranty includes a materiality qualification (including the words "Material
      Adverse Effect," "material," "in all material respects" or like words) then,
      such representation and warranty shall be true and correct in all respects,
      as
      of such Closing Date.

     

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

     

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

     

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

     

    (e)           The
      sale of the Securities by the Issuers and SkyTerra shall not be prohibited
      by
      any Law. All necessary consents, approvals, licenses, permits, orders and
      authorizations of, or registrations, declarations and filings with, any
      Governmental Authority or


    
      
         
          

      

      
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    of
      or with any other Person with respect to any of the transactions contemplated
      hereby shall have been duly obtained or made and shall be in full force and
      effect.

     

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

     

    8.           Certain
      Covenants and
      Agreements.

     

    8.1           Non-Voting
      Common
      Stock.

     

    (a)           SkyTerra
      shall reserve and keep available for issuance upon and until the exercise of
      the
      January Warrants at least such number of its authorized but unissued shares
      of
      Non-Voting Common Stock as would be sufficient to exercise the January Warrants
      in full for shares of Non-Voting Common Stock then issuable pursuant to the
      January Warrants. SkyTerra shall use its commercially reasonable best
      efforts to cause its Certificate of Incorporation to be amended to increase
      the
      number of shares of Non-Voting Common Stock authorized for issuance thereunder
      so as to permit the April Warrants to be exercised in full for shares of
      Non-Voting Common Stock (the “Amendment”). From and
      after the effective date of the Amendment under Delaware law (the “Effective Date”),
      SkyTerra shall reserve and keep available for issuance upon and until the
      exercise of the Warrants at least such number of its authorized but unissued
      shares of Non-Voting Common Stock as would be sufficient to exercise the
      Warrants in full for shares of Non-Voting Common Stock then issuable pursuant
      to
      the Warrants.

     

    (b)           The
      Purchasers shall, and shall cause all of their Affiliates to, vote in favor
      of
      or consent in writing to the Amendment in respect of all shares of Common Stock
      over which they and their Affiliates have the power to vote.

     

    (c)           If,
      on the First Closing Date and thereafter until (but excluding) the Second
      Closing Date, SkyTerra does not have at least 7,500,000 shares of Non-Voting
      Common Stock (such amount to be adjusted to reflect any changes in the amount
      of
      shares of Common Stock for which the Warrants may be exercised as a result
      of
      the antidilution provisions of the Warrants) authorized but unissued (and not
      otherwise reserved for issuance), less the number of shares of Common Stock
      for
      which Warrants have theretofore been exercised, then, during the period from
      the
      First Closing Date to the Effective Date, the rate of interest paid by the
      Issuers on the Notes pursuant to Section 2 hereof
      shall increase to 16.50% per annum for a period of 90 days, and to 17.0%
      thereafter, until the Effective Date.

     

    (d)           If,
      on the Second Closing Date and thereafter until the earlier of the Effective
      Date and July 1, 2013, SkyTerra does not have at least 25,000,000 shares of
      Non-Voting Common Stock (such amount to be adjusted to reflect any changes
      in
      the amount of shares of Common Stock for which the Warrants may be exercised
      as
      a result of the antidilution provisions of the Warrants) authorized but unissued
      (and not otherwise reserved for issuance), less the number of shares of Common
      Stock for which Warrants have theretofore been exercised, then, during the
      period from the Second Closing Date to the earlier of the Effective Date or
      the
      date of the repayment in full of the Notes, the rate of interest paid by the
      Issuers on the Notes pursuant to Section 2 hereof
      shall be 16.50% per annum for a period of 90 days, and shall


    
      
         
          

      

      
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    increase
      to 17.0% thereafter; provided, that if
      the
      interest rate on the Notes is 17.0% on the day prior to the Second Closing
      Date,
      such rate shall remain 17.0% until the earlier of the Effective Date and the
      date of repayment in full of the Notes.

     

    (e)           On
      and after the Effective Date, the rate of interest on the Notes shall be
      permanently readjusted to 16.0% per annum.

     

    (f)           The
      parties agree to execute supplements or amendments to the Indenture required
      to
      effect this Section
      8.1, if and when necessary.

     

    (g)           Notwithstanding
      the foregoing, this Section 8.1 shall be
      of no effect during any period that: (i) the reason that SkyTerra is unable
      to
      cause the Amendment to become effective is due to (x) SkyTerra’s inability to
      obtain required information from the Purchasers or Inmarsat plc in connection
      with SkyTerra’s filing of a proxy or information statement with the SEC, if
      and as required by law, or (y) SkyTerra’s inability to obtain required
      information from the Purchasers or Inmarsat plc in connection with the
      resolution of any comments or questions from the SEC with respect to such proxy
      or information statement; or (ii) SkyTerra effects a tax-free reorganization
      of
      its capital structure pursuant to Section 368(a)(1)(E) of the Code such that
      there are no shares of Non-Voting Common Stock outstanding subsequent to such
      reorganization.

     

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

     

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

     

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

     

    8.3           Reservation
      and
      Authorization of Common Stock; Registration with and Approval of Any
      Governmental Authority.  From and after the Original Issue
      Date, SkyTerra shall reserve and keep available for issuance upon and until
      the
      exercise of the Warrants such number of its authorized but unissued shares
      of
      Voting Common Stock as will be sufficient to permit the exchange in full of
      all
      shares of Non-Voting Common Stock issuable upon exercise in full of all
      outstanding Warrants less the number of shares of Voting


    
      
         
          

      

      
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    Common
      Stock that have previously been issued pursuant to Section
      8.2.  All shares of Voting Common Stock issuable pursuant to
      the terms hereof, when issued upon (i) exercise of the Warrants, or (ii)
      exchange of an equal number of shares of Non-Voting Common Stock in accordance
      with the terms hereof, shall be duly and validly issued and fully paid and
      nonassessable, not subject to preemptive rights and shall be free and clear
      of
      all Encumbrances.

     

    8.4           Legends.

     

    (a)           Each
      certificate for Common Stock initially issued upon the exercise of the Warrants
      (“Warrant
      Stock”), each certificate for Warrant Stock issued to any subsequent
      transferee of any such certificate, shall be stamped or otherwise imprinted
      with
      two legends in substantially the following forms:  “THE SHARES
      REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
      STATE
      SECURITIES LAW.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
      TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR
      OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS
      OF,
      AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT AND THE RULES AND
      REGULATIONS THEREUNDER.”  “THE SHARES REPRESENTED BY THIS CERTIFICATE
      ARE ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET FORTH
      IN A CERTAIN WARRANT DATED __________, 2009, ORIGINALLY ISSUED BY SKYTERRA
      COMMUNICATIONS, INC. (THE “WARRANT”), PURSUANT
      TO THE EXERCISE OF WHICH SUCH SHARES WERE ISSUED.  A COPY OF THE
      WARRANT IS AVAILABLE AT THE EXECUTIVE OFFICES OF SKYTERRA COMMUNICATIONS,
      INC.”

     

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

     

    (c)           Notwithstanding
      the foregoing provisions of this Section 8, the legend
      requirements of Section 8.4 shall
      terminate as to any particular Warrant or shares of Restricted Common Stock
      when
      SkyTerra shall have received from the holder thereof an opinion of counsel
      to
      the effect that such legend is not required in order to ensure compliance with
      the Securities Act.  Whenever the restrictions imposed by Section 8.4 shall
      terminate as to the Warrants, as hereinabove provided, the holder hereof shall
      be entitled to receive from SkyTerra, at the expense of SkyTerra, a new Warrant
      not bearing the restrictive legend set forth in Section
      8.4(b).


    
      
         
          

      

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

     

    8.5           Publicity.  Except
      to the extent required by applicable laws, rules, regulations, stock exchange
      requirements or other obligations set forth in securities agreements outstanding
      as of the date hereof, neither the Issuers and SkyTerra, on the one hand, nor
      the Purchasers, on the other hand, shall, without the prior written consent
      of
      the other, make any public announcement or issue any press release with respect
      to the transactions and other matters contemplated by this
      Agreement.  The Purchasers agree that the Issuers and SkyTerra may
      issue a press release announcing the consummation of the sale of the Notes
      and
      Warrants in the form to be mutually agreed upon by the Issuers, SkyTerra and
      the
      Purchasers.

     

    8.6           Use
      of
      Proceeds.  The Issuers covenant and agree, and the Purchasers
      acknowledge, that the proceeds from the sale of the Notes, shall be used by
      the
      Issuers for lawful corporate purposes in accordance with the Issuers 2009
      business plan, as provided to the Purchasers prior to the execution of the
      MCSA.

     

    8.7           Right
      of Negotiation/Pro-rata
      Participation Right.

     

    (a)           If
      at any time prior to the earlier of (i) March 1, 2012, and (ii) such time that
      Purchasers and their Affiliates cease to collectively beneficially own at least
      five percent (5%) of the outstanding Common Stock, SkyTerra or any of its
      Subsidiaries proposes to issue any equity securities or options to purchase
      or
      rights to subscribe for any equity securities of SkyTerra or any of its
      Subsidiaries (other than Excluded Stock (as defined below)) (the “Offered Shares”)
      to any bona
      fide third party, SkyTerra or such Subsidiary shall first hold discussions
      with
      one representative for the Purchasers (the “Right of First
      Negotiation”) to determine whether a sale of all of the Offered Shares by
      SkyTerra (or any of its Subsidiaries) to any or all of the Purchasers is of
      interest to the Purchasers, and to determine whether agreement can be reached
      on
      terms reasonably satisfactory to the each of the parties. Upon a good faith
      determination by SkyTerra that such an agreement cannot be reached or if an
      agreement is not reached within five Business Days after the commencement of
      the
      Right of First Negotiation, SkyTerra may pursue a transaction with a bona fide
      third party involving the Offered Shares; provided, however,
      that to the extent
      any such transaction is consummated, the Purchasers shall have the pro-rata
      participation right set forth in Section 8.7(b)
      below.  Any sale of Offered Shares pursuant to this Section 8.7(a) shall
      be made within sixty (60) days after the commencement of the Right of First
      Negotiation.  From and after the sixty-first (61st)
      day after the commencement of the Right of First Negotiation, any sale of
      Offered Shares shall be subject to the provisions of this Section
      8.7(a).

     

    (b)           Following
      the completion or termination of the Right of First Negotiation, if SkyTerra
      or
      any of its Subsidiaries proposes to issue Offered Shares (other than Excluded
      Stock) to a bona fide third party, SkyTerra shall, no later than fifteen (15)
      days prior to the

     

    
      
        
           
            

        

        
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    consummation
      of such transaction (a "Preemptive Rights
      Transaction"), give notice in writing (the "Preemptive
      Rights Offer
      Notice") to each Purchaser and to Harbinger Capital Partners Fund I, L.P.
      ( collectively the “Preemptive Rights
      Offerees”) of such Preemptive Rights Transaction.  The
      Preemptive Rights Offer Notice shall describe the proposed Preemptive Rights
      Transaction, and contain an offer (the "Preemptive Rights
      Offer") to sell to the Preemptive Rights Offerees, at the same price and
      for the same consideration to be paid by the proposed purchaser (provided,
      that,
      in the event any of such consideration is non-cash consideration, at the
      election of the Preemptive Rights Offeree to whom the Preemptive Rights Offer
      is
      made, such Preemptive Right Offeree may pay cash equal to the value of such
      non-cash consideration, determined in the manner as Fair Value is determined
      in
      the Warrant), all or any part of such Preemptive Right Offeree's pro rata
      portion of the Offered Shares (which shall be a fraction of the
      Offered Shares determined by dividing the number of shares of outstanding
      Common Stock owned by such Preemptive Right Offeree by the sum of (i) the number
      of shares of outstanding Common Stock owned by such Preemptive Right Offeree
      and
      (ii) the number of outstanding shares of Common Stock not held by such
      Preemptive Right Offeree).  If any Preemptive Right Offeree to whom a
      Preemptive Rights Offer is made fails to accept (a "Non-Responding
      Holder") in writing the Preemptive Rights Offer by the tenth (10th)
      day after SkyTerra's delivery of the Preemptive Rights Offer Notice, such
      Non-Responding Holder shall have no further rights with respect to the proposed
      Preemptive Rights Transaction. For purposes of this Section 8.6(b), each
      Preemptive Right Offeree's ownership of SkyTerra shall be deemed to include
      the
      number of shares of Common Stock equal to the product of: (i) the number of
      shares of common stock of the TerreStar Corporation (“TerreStar
      Corporation”) owned by such Preemptive Right Offeree divided by the total
      number of outstanding shares of the TerreStar Corporation outstanding on a
      fully-diluted basis; and (ii) the shares of Common Stock of SkyTerra held by
      TerreStar Corporation.  Additionally, notwithstanding the foregoing,
      no Preemptive Right Offeree shall be deemed to beneficially own another
      Preemptive Right Offeree's Common Stock.  Any sale of the Offered
      Shares pursuant to a Preemptive Rights Transaction shall be made within sixty
      (60) days after the delivery of the Preemptive Rights Offer
      Notice.  From and after the sixty-first (61st)
      day after the delivery of the Preemptive Rights Offer Notice, any sale of
      Offered Shares pursuant to this Section 8.7(b) shall
      be subject to a new Right of First Negotiation pursuant to Section
      8.7(a).

     

    (c)           "Excluded
      Stock" shall
      mean (i) options or similar convertible securities to employees, consultants,
      or
      directors, (ii) securities reserved for issuance to employees, directors,
      consultants or other service providers under arrangements, contracts or plans
      approved by the Board of Directors of SkyTerra, (iii) securities issued to
      any
      bank, licensor, equipment lessor or strategic partner, if and to the extent
      that
      the transaction in which such sale or grant is not principally for the purpose
      of raising equity capital, (iv) shares issued upon exercise of the
      Warrants, (v) securities upon exercise, exchange or conversion of convertible,
      exchangeable or exercisable securities issued as of the date hereof, (vi)
      securities issued in a Public Offering, (vii) securities issued in an
      acquisition transaction, (viii) securities issued in connection with any stock
      split, stock dividends or recapitalization, in all cases where shareholders
      are
      treated equally and ratably and (ix) securities issued by Mobile Satellite
      Ventures Holdings (Canada) Inc. and Mobile Satellite Ventures(Canada)
      Inc.

     

    (d)           Notwithstanding
      anything to the contrary contained herein, prior to the issuance to the
      Purchasers of any securities pursuant to the Right of First Negotiation or
      a


    
      
         
          

      

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

     

    (e)           Notwithstanding
      anything to the contrary contained in this Section 8.7, no party
      to this Agreement shall have any rights pursuant to this Section 8.7 that
      are waived pursuant to Section 16.17 of the MCSA.

     

    8.8           Negative
      Covenants.  Prior to the earlier of (i) March 1, 2012, and (ii)
      such time that the Purchasers and their Affiliates cease to beneficially own
      at
      least 5% of the outstanding Common Stock, without the prior consent of the
      Purchasers;

     

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

     

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

     

    8.9           Go-Shop
      Period.

     

    (a)           Notwithstanding
      any other provision of this Agreement to the contrary, during the period (the
      “Go-Shop
      Period”) beginning on the date hereof and continuing until 11:59 p.m.
      (EST) on the day prior to the First Closing Date, the Issuers, SkyTerra and
      their respective officers, directors, employees, consultants, agents, advisors,
      Affiliates and other representatives (“Representatives”)
      shall have the right to directly or indirectly:  (i) initiate, solicit
      and encourage Company Transaction Proposals (as hereinafter defined), including
      by way of providing access to non-public information pursuant to one or more
      customary confidentiality agreements and eliminating any existing standstill
      clause of which SkyTerra is a beneficiary, or any other burden or restriction
      that would prohibit or inhibit any Person actually or potentially interested
      in
      making an offer to SkyTerra from pursuing such offer; provided that the Issuers
      and SkyTerra shall promptly provide to each of the Purchasers any material
      non-public information concerning SkyTerra or any of its Subsidiaries that
      is provided to any Person given such access that was not previously provided
      to
      the Purchasers; and (ii) enter into and maintain discussions

     

    
      
        
           
            

        

        
          33

          
            

          

        

        
           
            

        

      

    

     

    or
      negotiations with respect to Company Transaction Proposals or otherwise
      cooperate with or assist or participate in, or facilitate any such inquiries,
      proposals, discussions or negotiations.

     

    (b)           Notwithstanding
      any other provisions of this Agreement to the contrary, if, at any time prior
      to
      the First Closing Date, any Issuer or SkyTerra receives a Company Transaction
      Proposal which the Board of Directors of SkyTerra concludes in good faith
      constitutes a Superior Proposal, the Issuers and SkyTerra may terminate this
      Agreement prior to the First Closing Date in order to enter into a definitive
      agreement implementing such Superior Proposal.

     

    (c)           In
      case of termination of this Agreement under the terms of this Section 8.9, SkyTerra
      shall pay the Purchasers, and the Purchasers shall be entitled to receive from
      SkyTerra, upon completion of the funding of such Superior Proposal, notes
      convertible into shares of voting common stock of SkyTerra, the principal amount
      of which shall be equal to 1.5% of the amount issued or otherwise received
      by
      SkyTerra or any of its Subsidiaries in the transaction contemplated by the
      Superior Proposal.  The financial and certain other terms of such notes are
      set forth in Exhibit C hereto.  Such payment shall take place only
      upon the receipt by SkyTerra or such Subsidiaries of all or part of the funds,
      as result of the transaction contemplated by the Superior Proposal.

     

    (d)           In
      the event that the Purchasers terminate or breach their financing obligations
      under this Agreement, SkyTerra shall be entitled to seek alternative financing
      whether or not such financing is determined to be a Superior
      Proposal.

     

    (e)           As
      used in this Agreement, the terms:

     

    “Company
      Transaction Proposal” means any inquiry, proposal or offer from any Person or
      group of Persons other than the Purchasers or their respective Affiliates
      relating to any direct or indirect issuance by SkyTerra or any of its respective
      Subsidiaries, of any debt or equity securities or incurrence of other
      indebtedness with proceeds of such issuance or incurrence either singularly
      or
      in the aggregate exceeding U.S.$500,000,000 and in which the aggregate amount
      of
      shares of Common Stock being issued or Common Stock issuable through exercise
      of
      warrants does not exceed 20,000,000 shares and no other equity or convertible
      securities are issued; and

     

    “Superior
      Proposal” means a bona fide written Company Transaction Proposal that the Board
      of Directors of SkyTerra in good faith determines, would, if consummated, result
      in a transaction that is more favorable to SkyTerra and its existing
      stockholders than the transactions contemplated hereby, which determination
      is
      made, (x) after receiving the advice of a financial advisor (who shall be a
      nationally recognized investment banking firm), (y) after taking into account
      the likelihood (and likely timing) of consummation of such transaction on the
      terms set forth therein (as compared to the terms herein) and (z) after taking
      into account all appropriate legal (with the advice of outside counsel),
      financial (including the financing terms of any such proposal), regulatory
      or
      other aspects of such proposal and any other relevant factors permitted by
      applicable Law, including, without limitation, the likelihood that the Superior
      Proposal will satisfy applicable financial ratios and tests under SkyTerra’s
      existing indebtedness.


    
      
         
          

      

      
        34

        
          

        

      

      
         
          

      

    

     

    (f)           Nothing
      contained in this Section 8.9 or
      elsewhere in this Agreement shall prohibit the Board of Directors of SkyTerra
      from complying with its disclosure obligations under U.S. federal or state
      Law
      with respect to a Company Transaction Proposal.

     

    8.10         Affirmative
      Covenants.  Prior to the earlier of (i) March 1, 2012, and (ii)
      such time that the Purchasers and their Affiliates cease to beneficially own
      at
      least 5% of the outstanding Common Stock, without the prior consent of the
      Purchasers:

     

    (a)           MSV
      will cause all properties used or useful in the conduct of its business or
      the
      business of any Significant Subsidiary to be maintained and kept in good
      condition, repair and working order and supplied with all necessary equipment
      and will cause to be made all necessary repairs, renewals, replacements,
      betterments and improvements thereof, all as in the judgment of MSV may be
      reasonably necessary so that the business carried on in connection therewith
      may
      be properly and advantageously conducted at all times; provided, however, that
      nothing in this Section 8.10(a) shall
      prevent MSV or any Significant Subsidiary from (i) discontinuing the use,
      operation or maintenance of any of such properties or disposing of any of them,
      if such discontinuance or disposal is, in the judgment of MSV, desirable in
      the
      conduct of its business or the business of any such Significant Subsidiary
      or
      (ii) effectuating an Asset Disposition (as defined in the Indenture) in
      accordance with the terms of the Indenture.

     

    (b)           MSV
      shall comply, and shall cause each of its Significant Subsidiaries to comply,
      with all applicable statutes, rules, regulations, orders and restrictions of
      the
      United States of America, all states and municipalities thereof, and of any
      governmental department, commission, board, regulatory authority, bureau, agency
      and instrumentality of the foregoing, in respect of the conduct of their
      respective businesses and the ownership of their respective properties, except
      for such noncompliances as are not in the aggregate reasonably likely to have
      a
      Material Adverse Effect.

     

    8.11         Cooperation.  The
      parties hereto shall cooperate in good faith and make all reasonable necessary,
      proper or advisable efforts to determine whether any facts or circumstances
      that
      could give rise to a Material Adverse Effect exist.  Cooperation under
      this Section shall not be deemed to be, or be construed, as a waiver of any
      right, term or provision under this Agreement and shall not create any type
      of
      estoppel whatsoever, on the cooperating party, from exercising in full its
      rights under this Agreement.

     

    9.           Miscellaneous
      Provisions.

     

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

     

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

     

    
      
         
          

      

      
        35

        
          

        

      

      
         
          

      

    

     

    9.3           Notices.

     

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

     

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

     

    
      SkyTerra
        Communications, Inc.

      10802
        Parkridge Boulevard

      Reston
        VA 20191

      Facsimile
        No.:  703-390-2770

      Attn:  Chief
        Financial Officer

    

    


    
      SkyTerra
        Communications, Inc.

      10802
        Parkridge Boulevard

      Reston
        VA 20191

      Facsimile
        No.:  703-390-6113

      Attn:  General
        Counsel

       

      Skadden,
        Arps, Slate, Meagher & Flom LLP

      Four
        Times Square

      New
        York, New York  10036

      Facsimile
        No.:  212-735-2000

      Attn:
        Gregory Fernicola

    

     

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

     

    
      Harbinger
        Capital Partners Funds

      555
        Madison Avenue, 16th Floor

      New
        York, NY 10022

      Attention:
        Jeffrey T. Kirshner, Esq.

      Senior
        Vice President and Investment Counsel

      Facsimile
        No.:  (212) 508-3721

       

      with
        a copy to

      


      Harbert
        Management Corporation

      One
        Riverchase Parkway South

      Birmingham,
        Alabama 35244

      Attention:
        General Counsel

      Fax:
        (205) 987-5505

    

     

     

    


    
      
         
          

      

      
        36

        
          

        

      

      
         
          

      

    


    
      with
        copies (which shall not constitute notice) to:

       

      Weil,
        Gotshal & Manges, LLP

      100
        Federal Street

      Boston,
        MA 02110

      Facsimile:
        (617) 772-8333

      Attn:
        Joseph J. Basile, Jr.

       

      Weil,
        Gotshal & Manges, LLP

      767
        Fifth Avenue

      New
        York, NY 10153-0119

      Facsimile:
        (212) 310-8007

      Attn:
        Todd R. Chandler

    

    
       

    

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

     

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

     

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

     

    9.6           Governing
      Law; Exclusive
      Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be
      governed by and construed in accordance with the laws of the State of New
      York.  THE PARTIES HERETO HEREBY AGREE THAT ALL ACTIONS OR PROCEEDINGS
      ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THIS AGREEMENT SHALL
      BE LITIGATED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN MANHATTAN IN THE
      STATE OF NEW YORK.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
      PARTIES HERETO CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FOREGOING
      COURTS AND CONSENT THAT ANY PROCESS OR NOTICE OF MOTION OR OTHER APPLICATION
      TO
      EITHER OF SAID COURTS OR A JUDGE THEREOF MAY BE SERVED INSIDE OR OUTSIDE THE
      STATE OF NEW YORK BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO
      SUCH
      PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT (AND SERVICE SO MADE SHALL
      BE
      DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID)
      OR BY
      PERSONAL SERVICE OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES
      OF SAID COURTS.  THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL
      RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO
      THIS
      AGREEMENT.

     

    
      
         
          

      

      
        37

        
          

        

      

      
         
          

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    9.13         Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      document. The parties hereto confirm that any facsimile copy of


    
      
         
          

      

      
        38

        
          

        

      

      
         
          

      

    

     

    another
      party’s executed counterpart of this Agreement (or its signature page thereof)
      will be deemed to be an executed original thereof.

     

    9.14         Expenses.  Whether
      or not the transactions contemplated by the Transaction Documents are
      consummated, the Issuers shall pay all reasonable, documented fees and expenses
      incurred by the Purchasers in connection with the negotiation, preparation
      and
      execution of the Transaction Documents and the consummation of the
      transactions contemplated hereby.

     

     

    [Signature
      pages follow.]

     


    
      
         
          

      

      
        39

        
          

        

      

      
         
          

      

    


     

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

     

    
      


      
        	 
                	
                MOBILE
                  SATELLITE VENTURES LP

              
	 
                	 
                
	 
                	 
                
	 
                	
                By:

              	 
                /s/
                Scott
                Macleod	 
                
	 
                	 
                	
                Name:

              	
                Scott
                  Macleod

              
	 
                	 
                	
                Title:

              	
                Executive
                  Vice President and

                Chief
                  Financial Officer

              


      

      


      


      
        	 
                	
                MOBILE
                  SATELLITE VENTURES FINANCE  CO.

              
	 
                	 
                
	 
                	 
                
	 
                	
                By:

              	 
                /s/ Scott Macleod	 
                
	 
                	 
                	
                Name:

              	
                Scott
                  Macleod

              
	 
                	 
                	
                Title:

              	
                Executive
                  Vice President and

                Chief
                  Financial Officer

              


      

      


      


      
        	 
                	
                SKYTERRA
                  COMMUNICATIONS, INC.

              
	 
                	 
                
	 
                	 
                
	 
                	
                By:

              	 
                /s/ Scott Macleod	 
                
	 
                	 
                	
                Name:

              	
                Scott
                  Macleod

              
	 
                	 
                	
                Title:

              	
                Executive
                  Vice President and

                Chief
                  Financial Officer and

                Treasurer

              


      

      


      


    

    



    
      
        
          [Signature
            Page to Securities Purchase Agreement]

        

         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    


    
      	 
              	
              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


    

    


     

    



    
      
        
          [Signature
            Page to Securities Purchase Agreement]

        

         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    


     

    LIST
      OF
      EXHIBITS

    


    
      	 
              	
              Exhibit
                A-1:

            	
              Form
                of January Warrant

            
	 
              	
              Exhibit
                A-2:

            	
              Form
                of April Warrant

            
	 
              	
              Exhibit
                B:

            	
              Form
                of Indenture

            
	 
              	
              Exhibit
                C:

            	
              Terms
                of Convertible Notes

            
	 
              	
              Exhibit
                D:

            	
              16.5%
                Notes Supplemental Indenture

            


    

    


    



    
      
         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    


     

    Exhibit
      A-1

    Form
      of
      January Warrant

     

    [See
      Exhibit 10.5 to the Form 8-K filed by SkyTerra Communications, Inc. on July
      24,
      2008]

     


    
      
         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    


     

    Exhibit
      A-2

    Form
      of April Warrant

     

    [See
      Exhibit 10.5 to the Form 8-K filed by SkyTerra Communications, Inc. on July
      24,
      2008]

     


    
      
         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    


     

    Exhibit
      B

    Form
      of Indenture

     

    [See
      Exhibit 10.4 to the Form 8-K filed by SkyTerra Communications, Inc. on July
      24,
      2008]

     


    
      
         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    Exhibit
      C

    Terms
      of Convertible Notes

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Term
        Sheet 
        Convertible
          Notes

      

    

    
      
      

      
      

      


      
        	
                Issuer:

              	
                SkyTerra
                  Communications, Inc. (“SkyTerra”)

              
	 
                	 
                
	
                Issue:

              	
                Senior
                  Convertible Notes (the “Notes”) in an aggregate principal amount
                  equal to 1.5% of the amount issued or otherwise received by SkyTerra
                  or
                  any of its Subsidiaries in the transaction contemplated by the
                  Superior
                  Proposal

              
	 
                	 
                
	
                Maturity:

              	
                7
                  years

              
	 
                	 
                
	
                Interest:

              	
                Interest
                  will be payable semi-annually in cash at a rate of 10% per
                  annum

              
	 
                	 
                
	
                Conversion
                  Price:

              	
                $10.00
                  per share, subject to customary public company antidilution
                  adjustments

              
	 
                	 
                
	
                Ranking:

              	
                The
                  Notes will represent general senior unsecured obligations of SkyTerra
                  and
                  will rank equally in right of payment with SkyTerra’s existing and future
                  senior unsecured obligations

              
	 
                	 
                
	
                Change
                  of Control:

              	
                In
                  the event of a Change of Control (as defined in the Indenture for
                  16%
                  Notes except only relating to SkyTerra), SkyTerra will be required,
                  subject to certain conditions, to make an offer to purchase all
                  of the
                  Notes at 101% of face value thereof plus accrued and unpaid interest
                  thereon to the date of repurchase.

              
	 
                	 
                
	
                Covenants:

              	
                The
                  Notes will be subject to covenants typical for convertible note
                  financings
                  for public companies.

              
	 	 
	
                Events
                  of Default:

              	
                The
                  Notes will be subject to similar events of default as the 16% Notes
                  plus
                  any additional defaults typical for financings of this
                  type.

              
	 	 
	
                Transfer
                  Rights:

              	
                Freely
                  transferable subject to applicable securities laws and customary
                  legends
                  and legend removal mechanics.

              
	 	 
	
                Fees
                  and Expenses:

              	
                SkyTerra
                  will pay or reimburse the reasonable legal fees and other expenses
                  of the
                  purchasers with respect to the negotiation and execution of the
                  definitive
                  documentation.

              
	 	 
	
                Governing
                  Law:

              	
                The
                  laws of the State of New York.

              


      

      


    

    
 

    
      
         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    Exhibit
      D

    16.5%
      Notes Supplemental Indenture

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


      
        
          

        



      
        


      

      FIRST
        SUPPLEMENTAL INDENTURE

      dated
        as
        of              ,
        2008

      between

      MOBILE
        SATELLITE VENTURES LP,

      MSV
        FINANCE CO.,

      THE
        GUARANTORS NAMED HEREIN

      and

      THE
        BANK OF NEW YORK

      as
        Trustee

      to
        the

      INDENTURE

      dated
        as of January 7, 2008

      between,

      MOBILE
        SATELLITE VENTURES LP,

      MSV
        FINANCE CO.,

      THE
        GUARANTORS NAMED THEREIN

      and

      THE
        BANK OF NEW YORK

      as
        Trustee

      16.5%
        SENIOR NOTES DUE 2013

       
        
          

        

      

      
        


        


      


      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      


      


       

      THIS
        FIRST SUPPLEMENTAL INDENTURE (the "First
        Supplemental Indenture"), dated as
        of             ,
        2008, among Mobile Satellite Ventures LP, a Delaware limited partnership
        (the
        "Company"),
        MSV Finance Co., a Delaware corporation ("Finance
        Co."), each of the guarantors listed on Schedule I hereto (the "Guarantors")
        and The Bank of New York (the "Trustee"),
        as Trustee under the Indenture referred to below.

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        the Company and Finance Co. have heretofore executed and delivered an indenture
        dated as of January 7, 2008 (the "Indenture"), between the Company, Finance
        Co.,
        each of the Guarantors and the Trustee, pursuant to which the Company and
        Finance Co. have issued their 16.5% Senior Notes due 2013 (the "Notes")
        and the Guarantors have provided guarantees (the Notes together with the
        guarantees, the "Securities");

       

      WHEREAS,
        Section 8.01(a) of the Indenture provides that without the consent of any
        Holders, the Company, when authorized by a Board Resolution, Finance Co.,
        the
        Guarantors and the Trustee may amend this Indenture or the Securities to
        cure
        any ambiguity, manifest error, omission, defect, mistake or
        inconsistency;

       

      WHEREAS,
        Section 8.02 of the Indenture provides that with the consent of Holders of
        a
        majority in aggregate principal amount of the Notes then outstanding, the
        Company, Finance Co., the Guarantors and the Trustee may make certain amendments
        to the Indenture;

       

      WHEREAS,
        the Company, Finance Co. and the Guarantors desire to amend the Indenture
        as set
        forth herein;

       

      WHEREAS,
        all of the Holders have consented to the amendments contained
        herein;

       

      WHEREAS,
        the Company is delivering contemporaneously herewith to the Trustee (i) an
        Officers' Certificate and (ii) an Opinion of Counsel, in accordance with
        Sections 8.01, 8.02, 11.03 and 11.04 of the Indenture; and

       

      WHEREAS,
        all conditions necessary to authorize the execution and delivery of this
        First
        Supplemental Indenture and to make this First Supplemental Indenture valid
        and
        binding have been complied with or have been done or
        performed.

       

      NOW,
        THEREFORE, in consideration of the foregoing and for other good and
        valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, the Company, Finance Co., the Guarantors and the Trustee mutually
        covenant and agree for the equal and ratable benefit of the Holders as
        follows:

       

      ARTICLE
        I

       

      CAPITALIZED
        TERMS

       

      Section
        1.01              General.  Capitalized
        terms used herein but not defined shall have the meanings assigned to them
        in
        the Indenture.

       

      ARTICLE
        II

       

      AMENDMENTS
        AND WAIVERS

       

      Section
        2.01              Amendment
        to the Indenture.  The Indenture is hereby amended as
        follows:

       

      (a)           Section
        4.06(b)(4) is hereby amended and restated in its entirety as follows:  "(4)
        the Old Notes and Guarantees thereof and the Notes issued on the Issue Date
        and
        Guarantees thereof";


      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      


       

       

       

      (b)           the
        last paragraph of Section 4.06 is hereby deleted in its entirety;
        and

       

      (c)           Section
        11.05 is hereby amended and restated in its entirety as follows: "In determining
        whether the holders of the required aggregate principal amount of Notes have
        concurred in any direction, waiver or consent, Notes owned by the Issuers,
        any
        Guarantor or any other obligor on the Notes shall be disregarded, except
        that for the purposes of determining whether the Trustee shall be protected
        in
        relying on any such direction, waiver or consent, only Notes which a Responsible
        Officer of the Trustee actually knows are so owned shall be so
        disregarded.  Notes so owned which have been pledged in good faith
        shall not be disregarded if the pledgee establishes to the satisfaction of
        the
        Trustee the pledgee’s right so to act with respect to the Notes and that the
        pledgee is not an Issuer, a Guarantor or any other obligor upon the Notes
        or any
        Affiliate of any of them."

       

      ARTICLE
        III

       

      MISCELLANEOUS

       

      Section
        3.01              Ratification
        of Indenture; First
        Supplemental Indenture
        Part of Indenture.

       

      
        	
                 
                  

              	
                (i)

              	
                Except
                  as expressly supplemented hereby, the Indenture is in all respects
                  ratified and confirmed and all the terms, conditions and provisions
                  thereof shall remain in full force and effect.  This First
                  Supplemental Indenture shall form a part of the Indenture for all
                  purposes, and every Holder of the Securities heretofore or hereafter
                  authenticated and delivered shall be bound hereby.  In the event
                  of a conflict between the terms and conditions of the Indenture
                  and the
                  terms and conditions of this First Supplemental Indenture, then
                  the terms
                  and conditions of this First Supplemental Indenture shall
                  prevail.

              


      

       

      
        	
                 
                  

              	
                (ii)

              	
                This
                  First Supplemental Indenture shall become effective upon its execution
                  and
                  delivery by the Company, Finance Co., the Guarantors and the Trustee;
                  provided, however, that the amendments contained in Section 2.01(a)
                  and
                  (b) will not become operative until that time that the Issuers
                  issue $350
                  million aggregate principal amount of their 16% Senior Notes due
                  2013
                  pursuant to that certain Securities Purchase Agreement dated as
                  of July ●,
                  2008.

              


      

       

      
        	
                 
                  

              	
                (iii)

              	
                The
                  Notes include certain of the foregoing provisions from the
                  Indenture.  Upon the operative date of this First Supplemental
                  Indenture, such provisions from the Notes shall be deemed deleted
                  or
                  amended as applicable.

              


      

       

      Section
        3.02              Governing
        Law.

       

      THE
        INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
        THIS
        FIRST SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
        OF
        CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
        JURISDICTION WOULD BE REQUIRED THEREBY.

       

      Section
        3.03              Trustee
        Makes No Representation.

       

      The
        recitals contained herein are those of the Company, Finance Co. and the
        Guarantors and not the Trustee, and the Trustee assumes no responsibility
        for
        the correctness of same.  The Trustee makes no representations as to
        the validity or sufficiency of this First Supplemental Indenture.  All
        rights, protections, privileges, indemnities and benefits granted or afforded
        to
        the Trustee under the Indenture shall be deemed incorporated herein by this
        reference and shall be deemed applicable to all actions taken, suffered or
        omitted by the Trustee under this First Supplemental Indenture.

       

      Section
        3.04              Counterparts.

       

      The
        parties may sign any number of copies of this First Supplemental
        Indenture.  Each signed copy shall be an original, but all of them
        together represent the same agreement.


      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      


       

       

      Section
        3.05                                Effect
        of Headings.

       

      The
        section headings herein are for convenience only and shall not effect the
        construction thereof.


      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      


       

      IN
        WITNESS WHEREOF, the parties hereto have caused this First Supplemental
        Indenture to be duly executed as of the date first written above.

       

      
        	 
                	
                MOBILE
                  SATELLITE VENTURES LP, by its General Partner, Mobile Satellite
                  Ventures LP, Inc.

                 

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                
	 
                	 
                	 
                	 
                
	 
                	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       

       

      
        	 
                	
                MSV
                  FINANCE CO.

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                
	 
                	 
                	 
                	 
                
	 
                	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       

       

      
        	 
                	
                ATC
                  TECHNOLOGIES, LLC

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                 (a
                  Delaware limited liability company)

              
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       

       

      
        	 
                	
                MOBILE
                  SATELLITE VENTURES SUBSIDIARY LLC

                (a
                  Delaware limited liability company)

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       


      
        
           
            

        

        
           
            

          
            

          

        

        
           
            

        

      


       

      
        	 
                	
                MSV
                  INTERNATIONAL, LLC

                (a
                  Delaware limited liability company)

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       

       

      
        	 
                	
                MOBILE
                  SATELLITE VENTURES INC. OF VIRGINIA

                (a
                  Virginia corporation)

                 

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       

       

      
        	 
                	
                MOBILE
                  SATELLITE VENTURES CORP.

                (a
                  Nova Scotia unlimited liability company)

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       

       

      
        	 
                	
                MOBILE
                  SATELLITE VENTURES HOLDINGS (CANADA) INC. (an Ontario
                  corporation)

                 

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       

       

      
        	 
                	
                MOBILE
                  SATELLITE VENTURES (CANADA) INC.

                (an
                  Ontario corporation)

                 

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title:

              	 
                


      

       

       

      
        	 
                	
                The
                  Bank of New York, as Trustee

                 

              
	 
                	 
                	 
                
	 
                	 
                	 
                
	 
                	
                By:

              	 
                	 
                
	 
                	 
                	
                Name:

              	 
                
	 
                	 
                	
                Title: