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 &nb
