Exhibit 10.5



 Exhibit 10.5 

Execution Copy 

Harbinger Capital Partners Master Fund I, Ltd. 

Harbinger Capital Partners Special Situations Fund, LP 

HGW Holding Company, L.P. 

One Dot Four Corp. 

450 Park Avenue 

30th Floor 
 New
York, NY 10022-2637 
 January 26, 2010 

TerreStar Corporation 
 TerreStar Networks Inc.

 TerreStar 1.4 Holdings, LLC 
 One
Discovery Square 
 12010 Sunset Hills Road, 6th Floor 

Reston, VA 20190 

	Attn:	Jeffrey Epstein, President 


	    	Douglas Brandon, General Counsel 

  

	Re:	Receipt Lease Prepayment and Acknowledgement of Prepayment Terms 


Ladies and Gentlemen: 

Reference is hereby made to (i) that certain Exclusivity Agreement (the “Exclusivity Agreement”), dated as of the
date hereof, by and among TerreStar Corporation (“TerreStar”), TerreStar Networks Inc. (“Networks” and together with TerreStar, the “Company”), Harbinger Capital Partners Master Fund I, Ltd.
(“Harbinger Master Fund”), Harbinger Capital Partners Special Situations Fund, LP (“Harbinger Special Situations Fund”), and HGW Holding Company, L.P. (together with Harbinger Master Fund and Harbinger Special
Situations Fund, “Harbinger”) and (ii) that certain Spectrum Manager Lease Agreement (the “Lease Agreement”), dated September 17, 2009, as amended October 9, 2009, by and among TerreStar,
TerreStar’s subsidiary TerreStar 1.4 Holdings, LLC (“Lessor”), and Harbinger’s affiliate One Dot Four Corp. (“Lessee”). 

Subject to the terms of this letter agreement and the Exclusivity Agreement, contemporaneously with the execution of this letter
agreement and the Exclusivity Agreement, Lessee is pre-paying, and Harbinger is causing Lessee to pre-pay, $30,000,000 (the “Prepayment”) of the amount that may become due and payable by Lessee to Lessor pursuant to the Lease
Agreement. Lessee is not obligated to make the Prepayment pursuant to the Lease Agreement. Lessee would not be willing to pre-pay all or any portion of the Prepayment in the absence of the Exclusivity Agreement, and Harbinger would not be willing to
make all or any portion of the Prepayment funds available to Lessee or cause Lessee to make all or any portion of the Prepayment in the absence of the Exclusivity Agreement. The Prepayment is good and sufficient consideration for the Company’s
execution of the Exclusivity Agreement. 
 The Prepayment shall be applied as a credit in full on account toward payments to
Lessor that Lessee may become obligated to pay pursuant to the Lease Agreement. In the event (a) the Lease Agreement is terminated in accordance with its terms at any time when any portion of the $30,000,000 Prepayment remains as prepayment of
payment obligations that would otherwise not 







 
have become due and payable as of the date of such termination, (b) the Company or any of its affiliates (other than Harbinger) terminates the Exclusivity Agreement prior to the Termination
Date (as defined in the Exclusivity Agreement), (c) the Company or any of its affiliates (other than Harbinger) breaches the Exclusivity Agreement in any material respect, (d) the Company does not obtain, or is unable to obtain, the
consents necessary to enter into and effect the Spectrum Pooling Agreement referenced in the Exclusivity Agreement, or (e) the Company or its subsidiaries does not have, or ceases to have, rights to all or substantially all of the S-band
Spectrum (as defined in the Exclusivity Agreement), the remaining unamortized portion of the Prepayment that would not otherwise have been paid as of the date of such triggering event shall be refunded in full to Lessee. 

Please acknowledge your consent to and agreement with the foregoing by signing the acknowledgement and agreement below. By signing below,
each of the signatories acknowledges receipt of the full $30,000,000 Prepayment and agrees to the terms of this letter agreement, including, without limitation, the provisions regarding the repayment obligations set forth in the immediately
preceding paragraph. 
  

			
	Sincerely,
	
	ONE DOT FOUR CORP.
		
	By:	 	/s/ Peter A. Jenson
	 Name:
 Title:
	 	 Peter A. Jenson
 Vice
President


  
  

			
	HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
		
	By:	 	Harbinger Capital Partners LLC, its investment manager
		
	By:	 	/s/ Peter A. Jenson
	 Name:
 Title:
	 	 Peter A. Jenson
 Vice
President


  
  

			
	HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND,
L.P.
		
	By:	 	Harbinger Capital Partners Special Situations GP, LLC, its general partner
		
	By:	 	/s/ Peter A. Jenson
	 Name:
 Title:
	 	 Peter A. Jenson
 Vice
President


  
  

			
	HGW HOLDING COMPANY, L.P.
		
	By:	 	HGW GP, Ltd., its general partner
		
	By:	 	/s/ Peter A. Jenson
	 Name:
 Title:
	 	 Peter A. Jenson
 Vice
President


  

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	Acknowledged and Agreed:
	
	TERRESTAR 1.4 HOLDINGS LLC
		
	By:	 	/s/ Jeffrey Epstein
	 Name:
 Title:
	 	 Jeffrey Epstein
 President



  
  

			
	TERRESTAR CORPORATION
		
	By:	 	/s/ Jeffrey Epstein
	 Name:
 Title:
	 	 Jeffrey Epstein
 President



  
  

			
	TERRESTAR NETWORKS INC.
		
	By:	 	/s/ Jeffrey Epstein
	 Name:
 Title:
	 	 Jeffrey Epstein
 President



  

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