Harbinger Capital Partners Master
Fund I, Ltd.
Harbinger Capital Partners Special
Situations Fund, L.P.
Harbinger Capital Partners Fund I,
L.P.
Harbinger Co-Investment Fund,
L.P.
555 Madison Avenue, 16th
Floor
New York, NY 10022
August 22,
2008
SkyTerra
Communications, Inc.
Mobile
Satellite Ventures Subsidiary LLC
Mobile
Satellite Ventures L.P.
10802 Parkridge
Boulevard
Attention:
General Counsel
Gentlemen:
Reference is
made to that certain Master Contribution and Support Agreement,
dated as of July 24, 2008 (the “ MCSA ”) by and
among (i) HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, an
exempted company organized under the Laws of the Cayman Islands ("
Harbinger Master "), (ii) HARBINGER CAPITAL PARTNERS SPECIAL
SITUATIONS FUND, L.P., a Delaware limited partnership ("
Harbinger Special "), (iii) HARBINGER CAPITAL PARTNERS FUND
I, L.P., a Delaware limited partnership (" Harbinger Fund
"), (iv) HARBINGER CO-INVESTMENT FUND, L.P., a Delaware limited
partnership (the " Harbinger Satellite Fund ", and together
with Harbinger Master, Harbinger Special and Harbinger Fund, "
Harbinger "), (v) SKYTERRA COMMUNICATIONS, INC., a Delaware
corporation (the " Company "), (vi) MOBILE SATELLITE
VENTURES SUBSIDIARY LLC, a Delaware limited liability company ("
MSV LLC "), and (vii) MOBILE SATELLITE VENTURES L.P., a
Delaware limited partnership (" MSV "). Capitalized terms
used in this letter agreement (this “ Letter Agreement
”) and not otherwise defined shall have the meanings accorded
them in the MCSA.
In
consideration of the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of the
Parties hereby agrees as follows.
The undersigned
shall, as promptly as practicable, take all actions necessary to
consummate the actions set forth herein, including to amend the
MCSA in accordance with Section 21.10 thereof, and to amend the
Registration Rights Agreement in accordance with Section 5.7(b)
thereof, as applicable, in order to reflect the matters set forth
in Sections 1-3 below.
1.
TVCC . The MCSA and all exhibits, schedules and other
documents to be delivered in connection with the consummation of
the transactions contemplated thereby, shall each be amended such
that TVCC, the TVCC Contribution Closing, and all references,
terms, conditions, representations, warranties, covenants,
liabilities or other obligations of the Parties with respect
thereto, including without limitation the transfer
