ex10-2.htm


    Exhibit
10.2

     

    


       

       

       

      SECOND
AMENDMENT TO THE MASTER CONTRIBUTION AND SUPPORT
AGREEMENT

       

       

      This
SECOND AMENDMENT TO THE MASTER CONTRIBUTION AND SUPPORT AGREEMENT (the “Second
Amendment”) is entered into as of January 7, 2009 (the “Second Amendment
Effective Date”), by and between SkyTerra Communications, Inc., a Delaware
corporation (the "Company"), SkyTerra LP (formerly known as Mobile Satellite
Ventures L.P.), a Delaware limited partnership, SkyTerra Subsidiary LLC
(formerly known as Mobile Satellite Ventures Subsidiary LLC), a Delaware limited
liability company, Harbinger Capital Partners Master Fund I, Ltd., an
exempted company under the laws of the Cayman Islands, Harbinger Capital
Partners Special Situations Fund, L.P., a Delaware limited partnership,
Harbinger Capital Partners Fund I, L.P., a Delaware limited partnership, and
Harbinger Co-Investment Fund, L.P., a Delaware limited
partnership.  Harbinger Capital Partners Master Fund I, Ltd.,
Harbinger Capital Partners Special Situations Fund, L.P., Harbinger Capital
Partners Fund I, L.P., and Harbinger Co-Investment Fund, L.P. are collectively
referred to herein as "Harbinger".

       

      Recitals

       

      A.  WHEREAS,
the Parties entered into that certain Master Contribution and
Support Agreement dated as of July 24, 2008, as amended by the letter
agreement dated August 22, 2008 (the “MSCA”); and

       

      B.       WHEREAS,
the Parties desire to amend certain provisions of the MCSA all on the terms and
conditions set forth herein. 

       

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

       

      1.           Amendment
of the MCSA.

       

      The
Parties hereby agree to amend the terms of the MCSA as provided below, effective
as of the Second Amendment Effective Date.  To the extent that the
MCSA is explicitly amended by this Second Amendment, the terms of this Second
Amendment will control.  Where the MCSA is not explicitly amended, the
terms of the MCSA will remain in full force and effect.  Capitalized
terms used in this Second Amendment that are not otherwise defined herein shall
have the same meanings ascribed to them in the MCSA.

       

      2.           Amendments
to Section 16.1

       

      2.1         Clause
(c) of Section 16.1 is hereby amended in its entirety to read as
follows:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      "commence
any negotiations or enter into any binding commitments in connection with any
action that is reasonably likely to (i) delay, prejudice, or increase the
cost of, obtaining Debt Financing; (ii) prejudice the ability of Harbinger to
procure the Equity Commitment Letter or delay its procurement in any way; or
(iii) prejudice the ability of the Parties to complete the Offer, or delay
completion of the Offer in any way, provided that the Company is expressly
authorized, after giving prior written notice to Harbinger of each of such
negotiations and discussions, to have negotiations and discussions with
potential strategic partners so long as any agreement reached as a result of
such discussions and negotiations is not binding on the Company or its
Subsidiaries unless and until Harbinger gives its prior written consent to such
agreement (which consent shall not be unreasonably withheld, conditioned or
delayed)"

       

      2.2           Clause
(j) of Section 16.1 is hereby amended by deleting the reference to
"$1,660,000,000" in the penultimate line thereof, and inserting "$1,680,000,000"
in lieu thereof.

       

      3.           Full Force
and Effect.  This Second Amendment amends the terms of the MCSA
and is deemed incorporated into, and governed by all other terms of, the
MCSA.  Except as set forth in Section 2 hereof, the provisions of the
MCSA, as amended by this Second Amendment, remain in full force and
effect.

       

      4.           Further
Actions.  Each Party shall execute, acknowledge and deliver
such further instruments, and do all other acts, as may be necessary or
appropriate in order to carry out the purposes and intent of this Second
Amendment.

       

      5.           Counterparts.  This
Second Amendment may be signed in counterparts, each and every one of which
shall be deemed an original, notwithstanding variations in format or file
designation, which may result from the electronic transmission, storage and
printing of copies of this Second Amendment from separate computers or
printers.  Facsimile signatures shall be treated as original
signatures.

       

      Signature
Page Follows

       

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


       

       

      IN
WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed by
their duly authorized representatives as of the Second Amendment Effective
Date.

       

       

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    SKYTERRA
      COMMUNICATIONS, INC.

                                  	 
      	
                                    SKYTERRA
      LP

                                  
	 
      	 
      	 
      	 
      	 
      
	
                                    By:

                                  	 
      /s/ Randy Segal	 
      	
                                    By:

                                  	 
      /s/ Randy Segal
	 
      	 
      	 
      	 
      	 
      
	
                                    Name:

                                  	 
      Randy Segal	 
      	
                                    Name:

                                  	 
      Randy Segal
	 
      	 
      	 
      	 
      	 
      
	
                                    Title:

                                  	 
      SVP, GC & Secretary	 
      	
                                    Title:

                                  	   
      SVP, GC &
Secretary


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    SKYTERRA
      SUBSIDIARY LLC

                                  	 
      	
                                    HARBINGER
      CAPITAL PARTNERS MASTER FUND I, LTD.

                                  
	 	 	 	 	 
	 	 	 	 	 
	
                                    By:

                                  	 
      /s/ Randy Segal	 
      	By: 
      Harbinger
      Capital Partners Offshore
	 
      	 
      	 
      	 
      	 
      
	
                                    Name:

                                  	 
      Randy Segal	 
      	
                                    Manager,
      LLC, as investment manager

                                  
	 
      	 
      	 
      	 
      
	
                                    Title:

                                  	   
      SVP, GC & Secretary	 
      	
                                    By:

                                  	 
      /s/ Philip Falcone
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                    Name:

                                  	 
      Philip Falcone
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                    Title:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      	
                              HARBINGER
      CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

                            	 
      	
                              HARBINGER
      CAPITAL PARTNERS FUND I, L.P.

                            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                              By:
      Harbinger Capital Partners Special

                            	 
      	
                              By:
      Harbinger Capital Partners GP, LLC,

                            
	 
      	 
      	 
      
	
                              Situations
      Fund GP, LLC as general partner

                            	 
      	
                              as
      general partner

                            
	 
      	 
      	 
      	 
      	 
      
	
                              By:

                            	 
      /s/ Philip Falcone	 
      	
                              By:

                            	 
      /s/ Philip Falcone
	 
      	 
      	 
      	 
      	 
      
	
                              Name:

                            	 
      Philip Falcone	 
      	
                              Name:

                            	 
      Philip Falcone
	 
      	 
      	 
      	 
      	 
      
	
                              Title:

                            	 
      	 
      	
                              Title:

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

     

     

    HARBINGER
CO-INVESTMENT

    FUND,
L.P.

     

     

    
      
        
          
            
              
                
                  
                    	By:
      Harbinger Co-Investment GP, LLC, as general partner 
	
                            By:
      HMC – New York, Inc., as managing member

                          
	 
      
	
                            By:

                          	 /s/
      Philip Falcone	 
      
	 
      	 
      
	
                            Name:

                          	 Philip
      Falcone	 
      
	 
      	 
      
	
                            Title:

                          	 	 
      


                  

                

              

            

          

        

      

    

     

     

     

     

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