COOPERATION AGREEMENT

Cooperation Agreement

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Inmarsat Global Limited | Mobile Satellite Ventures (Canada) Inc | MOBILE SATELLITE VENTURES LP | SkyTerra Communications, Inc | Ventures GP Inc

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Title: COOPERATION AGREEMENT
Governing Law: New York Date: 12/21/2007
Industry: Misc. Financial Services Sector: Financial

COOPERATION AGREEMENT

dated as of December 20, 2007

by and among

MOBILE SATELLITE VENTURES LP,

MOBILE SATELLITE VENTURES (CANADA) INC.,

SKYTERRA COMMUNICATIONS, INC.

and

INMARSAT GLOBAL LIMITED

TABLE OF CONTENTS

			Page
ARTICLE 1 - RULES OF CONSTRUCTION			1
Section 1.1		Defined Terms	1
Section 1.2		General Rules of Interpretation	1
Section 1.3		Headings	2
Section 1.4		Timing of Obligations	2
ARTICLE 2 - COMMERCIAL TRIALS			2
Section 2.1		Description of Trials	2
Section 2.2		Selection of Areas for Trials; Operational Parameters	2
Section 2.3		Involvement of Inmarsat in Trials	2
Section 2.4		Costs	3
Section 2.5		Spectrum for the Trials	3
Section 2.6		Mutual Support for the Trials and Phase 1 Implementation	3
ARTICLE 3 - COORDINATION OF L-BAND SPECTRUM			4
Section 3.1		Commitments Regarding Coordination	4
	(a)	General	4
	(b)	Full Benefits of the Trials, the Plans, and the Arbitrations	4
	(c)	Multi-lateral Coordination	5
	(d)	Overall Purposes of Coordination	6
Section 3.2		Spectrum Plans; Usage of L-band Spectrum by the Parties	6
	(a)	The Phase 0 Spectrum Plan	6
	(b)	The Phase 1 and Phase 1A Spectrum Plans	9
	(c)	The Phase 1 Alternative Spectrum Plans	12
	(d)	The Phase 2 Spectrum Plan	13
	(e)	Default Spectrum Plans	14
	(f)	[This paragraph intentionally omitted.]	15
	(g)	Transitions to Different Spectrum Plans	15
	(h)	Additional Transition Actions	16
	(i)	Transition Costs	16
Section 3.3		Spectrum Sharing	16
	(a)	Scope	16

	(b)	Term and Termination	17
	(c)	Process for Implementing the L-band Coordination Plan	17
Section 3.4		Access to Additional L-Band Spectrum	18
Section 3.5		ATC Operations	20
ARTICLE 4 - PAYMENTS TO INMARSAT			20
Section 4.1		Payment on Effective Date	20
Section 4.2		Payment on Giving the Phase 1 Notice	21
Section 4.3		Payment of the Phase 1 Compensation	21
	(a)	Transition Acceleration	21
	(b)	Transition Payment	22
Section 4.4		Payment on Completion of Implementation of Phase 1 Transition	22
Section 4.5		Phase 2 Annual Payments	23
	(a)	Size of the Phase 2 Annual Payments	23
	(b)	Early Termination and Notice	23
	(c)	Payment Default	25
Section 4.6		Fair Market Value	25
Section 4.7		Taxes	26
Section 4.8		Interest on Late Payments	26
ARTICLE 5 - REGULATORY FILINGS AND SIMILAR MATTERS			27
Section 5.1		Withdrawal of Pending Filings	27
Section 5.2		New Filings	27
Section 5.3		Meetings with Administrations	28
Section 5.4		Further Communications from and with Administrations, Other Regulatory Agencies, or the ITU	28
	(a)	Communications from Administrations, Other Regulatory Agencies or the ITU	28
	(b)	Communications with Administrations, Other Regulatory Agencies or the ITU	28
Section 5.5		Implementation of the L-band Coordination Plan	29
ARTICLE 6 - REPRESENTATIONS AND WARRANTIES; COVENANTS			31
Section 6.1		Representations of Inmarsat	31
Section 6.2		Representations of the MSV Parties	31
Section 6.3		Limitation on Representations and Warranties	32

Section 6.4	Contingent Reciprocal License Grant	32
Section 6.5	Export Control Regulations	32
Section 6.6	Compliance	32
Section 6.7	Actions by Affiliates and Other Third Parties	33
Section 6.8	Public Announcements and Disclosures	33
Section 6.9	Further Assurances	33
ARTICLE 7 - TERM AND TERMINATION		34
Section 7.1	Term	34
Section 7.2	Termination	34
Section 7.3	Regulatory Change	35
Section 7.4	Force Majeure	35
Section 7.5	Survival	36
ARTICLE 8 - INDEMNIFICATION		36
Section 8.1	Indemnification by the Parties; Limitation of Liability	37
Section 8.2	Indemnification Procedure	38
Section 8.3	Protection of Proprietary Technology	38
ARTICLE 9 - MISCELLANEOUS		39
Section 9.1	Confidentiality	39
Section 9.2	Notices	39
Section 9.3	Binding Effect, Successors and Assigns	40
Section 9.4	Amendments and Waivers	41
Section 9.5	Allocation Between MSVLP, MSV Canada and SkyTerra	41
Section 9.6	Governing Law	41
Section 9.7	Disputes; Exclusive Jurisdiction; Waiver of Jury Trial	41
Section 9.8	Time of the Essence; Remedies; Specific Performance	42
Section 9.9	No Implied Waivers	42
Section 9.10	Relationship	42
Section 9.11	Severability	43
Section 9.12	Interpretation	43
Section 9.13	Expenses	43
Section 9.14	Compliance with Law	43
Section 9.15	No Recourse	43
Section 9.16	No Reliance	43

iii

Section 9.17		Entire Agreement	43
Section 9.18		Counterparts	44

INDEX OF EXHIBITS

Exhibit		Subject

A		Definitions

B		Possible Trial Markets

B1		Form of Subscription Agreement

B2		Form of Registration Rights Agreement

B3		Phase 0 Block Loan Agreement (and Form to be Conformed for Commercial Trial Loans)

		Technical and Coordination Matters in Exhibits C-V

COOPERATION AGREEMENT

This Cooperation Agreement (the “ Agreement ”), dated as of December 20, 2007, is by and between Mobile Satellite Ventures LP, a Delaware limited partnership (“ MSVLP ”), Mobile Satellite Ventures (Canada) Inc., an Ontario corporation (“ MSV Canada ”), and SkyTerra Communications, Inc., a Delaware corporation (“ SkyTerra, ” and, together with MSVLP and MSV Canada, the “ MSV Parties ” and each an “ MSV Party ”), on the one hand, and Inmarsat Global Limited, a company incorporated under the laws of England and Wales (“ Inmarsat ” and, together with the MSV Parties, collectively the “ Parties ” and each individually a “ Party ”), on the other hand.

WHEREAS, each of the MSV Parties and Inmarsat, directly and/or through their subsidiaries and affiliates, have different satellite platforms, regulatory authorizations, L-band licenses, technologies, proprietary intellectual property, and capabilities for deploying mobile satellite services (“ MSS ”) with or without integrated ancillary terrestrial component (“ ATC ”) technology and with respect to current and future mobile satellite services;

WHEREAS, each of the MSV Parties and Inmarsat desire to increase and make more efficient use of the L-band spectrum resource and the accompanying orbital resources to provide competitive and innovative, cost-effective communications solutions to end users in North America, including to rural and remote users, emergency responders and the homeland security community; and

WHEREAS, the Parties wish to provide for greater certainty with respect to satellite coordination of the L-band for North American operations, future assignments and use of the L-band spectrum, and certain technical and operational issues.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE 1 - RULES OF CONSTRUCTION

Section 1.1 Defined Terms . The terms set forth in Exhibit A or any other Exhibit hereto, as used in this Agreement, have the meanings ascribed thereto at Exhibit A or such other Exhibit.

Section 1.2 General Rules of Interpretation . Whenever the context requires, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “or” and “any” are not exclusive and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as specifically otherwise provided in this Agreement, a reference to an Article, Section or Exhibit is a reference to an Article or Section of this Agreement or an Exhibit hereto, and the terms “hereof,” “herein,” and other like terms refer to this Agreement as a whole, including the Exhibits hereto. The terms “ Dollars ” and “ $ ” shall mean United States Dollars.

Section 1.3 Headings . The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

Section 1.4 Timing of Obligations . As described below, various obligations of the Parties are effective upon the signing of this Agreement by all the Parties (the “ Signing Date ”) or at a specific time that is tied to the Signing Date and other obligations of the Parties are effective upon the Effective Date or thereafter.

ARTICLE 2 - COMMERCIAL TRIALS

Section 2.1 Description of Trials . Commencing on the Effective Date, the MSV Parties shall be entitled to conduct a program of limited trials and demonstrations, with partners of their choosing, to test broadband and other applications utilizing the spectrum blocks identified in Section 2.5 below coordinated for use by the MSV Parties and Inmarsat, in a single land-locked area in the United States or Canada in accordance with the provisions of Section 2.2 below (the “ Trials ”) . The Trials may be conducted by the MSV Parties, at their sole discretion, until the later of September 1, 2011 and, if the MSV Parties deliver a Phase 1 Notice in accordance with Section 3.2(b)(i) below, the Phase 1 Completion Date (such later date, the “ Trials End Date ”) provided always, that the MSV Parties at their election may terminate the Trials at any earlier time and the date of such voluntary termination shall then (except for purposes of Section 2.6 below) be the Trials End Date. For the avoidance of doubt, notwithstanding the foregoing, the MSV Parties may in their absolute discretion commence in any part of North America any trial deployed using L-band spectrum designated for their use in the Spectrum Plan then in effect hereunder, provided always, that in any such case the MSV Parties comply in full with the provisions of this Agreement relating to such Spectrum Plans, including the inter-system interference parameters set out at Section 3.5 below (and in the Exhibits referred to therein, including Exhibit N or N Prime , as applicable).

Section 2.2 Selection of Areas for Trials; Operational Parameters . The MSV Parties shall select in their absolute discretion one of the Possible Trial Markets listed in Exhibit B as the market in which to conduct the Trials. If the MSV Parties wish to conduct the Trials in a market other than one of the Possible Trial Markets listed in Exhibit B , the MSV Parties shall not be permitted to conduct a Trial in such market unless Inmarsat agrees in writing in advance. The MSV Parties shall conduct the Trials in accordance with the technical and operating parameters set forth in Exhibit N Prime and with a view to minimizing potential interference to MSS terminals. Inmarsat agrees that, to the extent any of the end users of its MSS (“ End Users ”) receive harmful interference as a result of Trials which have been operated in a Possible Trial Market listed in Exhibit B (or other agreed market) exclusively within the technical and operating parameters set forth in Exhibit N Prime , Inmarsat will be responsible for working with those customers to provide suitable alternatives and will not request (in a regulatory forum or otherwise) any action by the MSV Parties that may restrict such Trials.

Section 2.3 Involvement of Inmarsat in Trials . The MSV Parties shall provide Inmarsat with full and unrestricted access to the Trials conducted in accordance with the above provisions, including access to all technical, operating and customer data that is generated by the Trials, provided that all such information will be deemed proprietary to the MSV Parties and subject to the confidentiality provisions of Section 9.1 hereof. The MSV Parties shall consult with Inmarsat at least on a quarterly basis regarding the establishment, development, progress and relative success of the Trials and will have due regard to the reasonable views and recommendations of Inmarsat regarding such matters.

Section 2.4 Costs . Implementation of the Trials shall be exclusively the responsibility and at the cost of the MSV Parties, and Inmarsat shall have no obligation to itself incur any costs or to reimburse any of the MSV Parties for any costs that the MSV Parties may incur, in relation to the same. Any and all costs incurred by any of the Parties relating to the Trials contemplated by this Article 2, and their related filings, will be exclusively for the account of the MSV Parties provided that (a) those costs incurred by Inmarsat in connection with providing suitable alternatives to its customers, as described in Section 2.2 above, and (b) those additional costs incurred by and at the discretion of Inmarsat for its benefit (e.g., additional consultants and Inmarsat travel attendance) shall be exclusively for the account of Inmarsat.

Section 2.5 Spectrum for the Trials . The Trials shall be conducted in the frequencies 1545-1557/1646.5-1658.5 MHz (the “ Trial Frequencies ”) and for such purpose Inmarsat shall make available free of charge to the MSV Parties, in the geographic area of the Trials only, any spectrum currently utilized by Inmarsat (or made available to Inmarsat under the Phase 0 Spectrum Plan) and forming part of the Trial Frequencies, by way of a grant of temporary use, for the purposes of the Trials only, which shall terminate automatically on the Trials End Date. In the event that the Trials cannot be conducted within the Trial Frequencies because of government or other unrelated unilateral third party actions or inactions, the Parties agree that they will respectively use their commercially reasonable efforts to (a) remedy the situation, including through consideration of alternative geographic area locations (which the MSV Parties may propose) as Possible Trial Markets with reasonably acceptable characteristics, in order to make fully available the Trial Frequencies for the Trials, failing achievement of which (b) make available alternative spectrum for the Trials to ensure that each Party obtains the full benefit of the Trials (in accordance with the provisions of Section 3.1(b) below). To the extent any of the spectrum used for the Trials is currently, or becomes, utilized by Inmarsat hereunder, the MSV Parties will enter into a spectrum loan agreement with respect to such Inmarsat spectrum for the term of the Trials in the form of the Phase 0 Block Loan Agreement ( Exhibit B3 ), mutatis mutandis with changes to reflect the spectrum to be used, the term of the use by the MSV Parties and otherwise consistent with the provisions of this Section 2.5 .

Section 2.6 Mutual Support for the Trials and Phase 1 Implementation . The Parties agree that the Trials are intended to be a precursor to enable the MSV Parties to secure a commercial partner and to move ahead with one or more partners in a full-scale implementation of a hybrid MSS/ATC service supporting a UMB, Wimax, LTE or other communications service to the North American mass consumer market and based on adoption of either the Phase 1 Spectrum Plan or the Phase 1A Spectrum Plan leading through a commercial scale-up to adoption of the Phase 2 Spectrum Plan within the time frames stipulated for adoption of those Spectrum Plans (the “ Purpose ”). The Parties agree to use their respective best commercial efforts expeditiously to advance the Purpose and to do no act or thing which would or would be likely to detract from the Purpose, from the Signing Date (i) until December 31, 2009 and, (ii) in the event that the Effective Date has occurred, until the Trials End Date (the “ Minimum Period ”). In order to facilitate such purpose, during the Minimum Period, Inmarsat shall cooperate with and affirmatively support the MSV Parties’ efforts in respect of the Trials implemented in accordance with this Agreement, including supporting the MSV Parties’ requests for necessary regulatory approvals. In addition to the foregoing, the MSV Parties agree to use their respective best efforts to procure the expeditious completion of the Triggering Investment in order to cause the Effective Date to occur.

ARTICLE 3 - COORDINATION OF L-BAND SPECTRUM

Section 3.1 Commitments Regarding Coordination .

(a) General . The Parties’ coordination of the operation of their respective L-band systems includes: (i) the use of spectrum by the MSV Parties and Inmarsat with respect to their North American operations as set forth in the Phase 0 Spectrum Plan (as defined in Section 3.2(a) hereof), the Phase 1 Spectrum Plan (as defined in Section 3.2(b) hereof), the Phase 1A Spectrum Plan (as defined in Section 3.2(b) hereof), the Phase 1 Alternative Spectrum Plans (as defined in Section 3.2(c) hereof), the Phase 2 Spectrum Plan (as defined in Section 3.2(d) hereof) and the Primary Default Spectrum Plan (as defined in Section 3.2(e) hereof, and, collectively with the Phase 0 Spectrum Plan, the Phase 1 Spectrum Plan, the Phase 1A Spectrum Plan, the Phase 1 Alternative Spectrum Plans and the Phase 2 Spectrum Plan, the “ Spectrum Plans ”); (ii) ongoing agreement and coordination between the Parties relating to the development and maintenance of spectrum coordination, loan, re-use, assignment and/or other mechanisms to make available third party L-band spectrum or space segment capacity in ITU Region 2 as detailed in Section 3.4 below and in Exhibit M (the “ Third Party Spectrum Plans ”), which support and are integrated in the Spectrum Plans; (iii) agreement on a comprehensive L-band Coordination Plan (as set out in Section 3.3 and Exhibit L ) that incorporates the Spectrum Plans and the Third Party Spectrum Plans and specific parameters to which the Parties have already agreed; and (iv) agreement on the terms for operation of ATC in ITU Region 2 (as set out in Section 3.5 and Exhibits N , N Prime, T, U and V ) and as set out in Exhibit M with regard to each of the provisions (i)-(iv) above as applicable. The Spectrum Plans, the Third Party Spectrum Plans, the L-band Coordination Plan, and the terms for operation of ATC are collectively referred to herein as the “ Plans .”

(b) Full Benefits of the Trials, the Plans , and the Arbitration s . The Parties agree to use their respective best commercial efforts to take all actions (or omit to take actions) necessary or desirable in order to ensure that each Party obtains the full benefit of the Trials in accordance with Article 2 above, the Plans in accordance with the provisions of this Article 3, the results of any Disputed Spectrum arbitration in accordance with Section 3.2 , L-band Coordination Plan arbitration in accordance with Section 3.3 , or ATC arbitration in accordance with Section 3.5 (together the “ Arbitrations ”) or other benefits of the Parties described hereunder. The Parties shall provide for satellite and spectrum coordination and use that is consistent with the Plans (including, in the event of any default, any modification to a previously operative, or adoption of an agreed, Spectrum Plan), in each Party’s future commercial relationships and operators’ agreements (including any renewals or extensions of existing commercial relationships and operators’ agreements) and in its correspondence and actions with or before the ITU, all relevant Administrations and third party coordination agreements. Without limiting the generality of the foregoing, the Parties agree that if, at any time, any particular Trial, Plan, Arbitration or other benefit hereunder cannot readily be made available to the Parties or any of them hereunder in accordance with the terms of this Agreement because the Administrations or other third parties indicate disapproval of any of the same, then, subject to compliance with applicable regulatory and legal requirements, the Parties shall use their respective best commercial efforts (except as otherwise specified in relation to any rights hereunder) to take all actions (a) to remedy the situation, to make fully available the full benefit of the Trials in accordance with Article 2 above, the Plans in accordance with the provisions of this Article 3 (including, in the event of any default, or any modification to a previously operative, or adoption of an agreed, Spectrum Plan), the Arbitrations in accordance with Sections 3.2, 3.3 and 3.5, and/or all other benefits of the Parties as described hereunder, failing achievement of which (b) to enter into alternative commercial contractual arrangements (including, for example, capacity lease or similar agreements) to the extent necessary to ensure that the Parties realize operational and commercial benefits that mirror, as closely as possible, the operational and commercial benefits intended to be derived from the Trials, the Plans, the Arbitrations, and/or other benefits hereunder as aforesaid, without net incremental cost or benefit to each other for access to the full benefit of the Trials, Plans, Arbitrations, and/or other benefits hereunder.

(c) Multi-lateral Coordination . The Parties agree that the 1999 SSA adopted pursuant to the Mexico City MOU, the underlying technical parameters of those arrangements, and subsequent bilateral arrangements, as modified by the provisions of this Agreement and by the Plans to be implemented pursuant to this Agreement, comprise a multilateral international spectrum coordination arrangement among the Parties under the Mexico City MOU. The Parties will use their best commercial efforts to implement this Agreement and the Plans (as modified from time to time under this Agreement), inter alia , through bilateral and/or multilateral temporary loans as provided in the Mexico City MOU, and also, to the extent provided in Article 3 hereof and Exhibit M , by seeking to implement certain Spectrum Plans through changes to their respective frequency assignments under the Mexico City MOU or other mutually agreed means. Such changes to the Parties’ respective frequency assignments may be sought, as appropriate, by seeking superseding spectrum sharing agreement(s) thereunder (each an “ SSA ”), modifying the Mexico City MOU, and/or replacing the annual SSAs with more long-term agreements.

(d) Overall Purposes of Coordination . As further provided in this Agreement, the Parties agree to use their respective best commercial efforts (i) to implement the Spectrum Plans contemplated by this Agreement by establishing spectrum usage rights with the Administrations, with any other appropriate regulatory authorities and with any and all affected satellite system operators and (ii) to enjoy the benefits thereof on an ongoing basis including, as applicable, pursuant to commercial agreements, bilateral or multilateral operator-to-operator agreements, ITU coordination agreements, and/or through regulatory action of the ITU, FCC, Industry Canada, Ofcom, and/or any other relevant regulatory body. The Parties shall take all actions in support of (and none against) the utilization of the L-band in ITU Region 2 as may be required pursuant to the terms of this Agreement or as may reasonably be requested by any Party in order to implement such terms. The Parties shall not seek to amend, delay or accelerate the Plans or other arrangements contemplated by this Article 3, or act in any way contrary to such Plans and arrangements, except by prior written agreement.

Section 3.2 Spectrum Plans; Usage of L-band Spectrum by the Parties .

(a) The Phase 0 Spectrum Plan . Except as described to the contrary herein, the Phase 0 Spectrum Plan, as described in Exhibit D , shall take effect on the Signing Date and remain in effect until the Parties transition to (i) either the Phase 1 Spectrum Plan or the Phase 1A Spectrum Plan in accordance with Section 3.2(b) hereof, or (ii) any of the Phase 1 Alternative Spectrum Plans in accordance with Section 3.2(c) hereof, in which event the provisions of such subsequent applicable Spectrum Plan will supersede and replace the arrangements in this Section 3.2(a) .

(i) Disputed Spectrum . In order to resolve existing disputes amongst MSVLP, MSV Canada, Inmarsat, and their Related Parties, as defined herein, regarding access to certain L-band frequencies addressed in the 1999 SSA and subsequent arrangements, which frequencies are identified in Exhibit C (such frequencies, the “ Disputed Spectrum ”), the Parties agree that:

(A) The Parties will effect mutual loans and right of use swaps in accordance with the Phase 0 Spectrum Plan to ensure that Inmarsat shall continue to have use of spectrum equivalent in amount to the Disputed Spectrum (the “ Tolled Spectrum ”) from the Signing Date until the earlier of (1) the sixth anniversary of the Signing Date (the “ Sixth Anniversary ”) and (2) the date on which the Phase 1 Condition is satisfied (the “ Tolling Period ”). Such Tolled Spectrum includes portions of the band segments that comprise the Disputed Spectrum and is identified more specifically in Exhibit D .

(B) To preserve the Parties’ respective legal claims and rights with respect to the Disputed Spectrum and the Tolled Spectrum, each Party agrees that the Tolling Period shall be excluded when determining whether any civil or administrative claim is time-barred by statute of limitations, laches or any other time-related defenses. Each Party further agrees that it will not assert or argue in any civil or regulatory forum that the other Party has failed to act in a timely fashion and will not plead any statute of limitations, laches or other similar defense to any civil or regulatory action. Each Party agrees that the continued use of any portions of the Tolled Spectrum by the other Parties during the Tolling Period, as contemplated by the Phase 0 Spectrum Plan, shall not be asserted or claimed by any Party to be a waiver or estoppel of the other Party’s rights or claims regarding the Disputed Spectrum or the Tolled Spectrum, nor shall such continued use be asserted as any similar defense or counter claim. This provision shall not apply to toll any applicable limitations period for any claim or cause of action based on a new, distinct or different transaction or occurrence unrelated to the Disputed Spectrum or the Tolled Spectrum.

(C) In the event that either (1) the Phase 1 Condition has been satisfied or (2) the MSV Parties have elected under Section 3.2(c)(ii) to implement the Phase 1 Alternative Spectrum Plan – Without Intended Spectrum, then the MSV Parties shall forthwith be deemed to have unconditionally and irrevocably withdrawn their dispute against Inmarsat in relation to the Disputed Spectrum and shall in full and final settlement of such dispute be deemed to have provided Inmarsat with full rights of use to all of the Tolled Spectrum.

(D) From September 1, 2011, in the event that (1) the Phase 1 Condition has not been satisfied and (2) the MSV Parties have not elected under Section 3.2(c)(ii) to implement the Phase 1 Alternative Spectrum Plan – Without Intended Spectrum, the Parties agree to submit to binding arbitration for resolution of their respective rights with respect to the Disputed Spectrum, which may be initiated by the MSV Parties in their absolute discretion at any time thereafter and prior to the Sixth Anniversary in accordance with sub-paragraph (E) below. The Parties agree that the arbitral decision shall solely determine rights of use to the Disputed Spectrum and no damages shall be the subject matter of determination by the arbitrator. Costs with respect to the arbitration process to be incurred by the Parties shall be shared equally, it being understood that each Party’s respective expenses for participation in the arbitration, preparation for the arbitration and defense of their respective positions shall be borne solely by each respective Party. The Parties agree in the context of the arbitration, that if any Disputed Spectrum is awarded to the MSV Parties by the arbitrator, Inmarsat shall transition the use of a like amount of the Tolled Spectrum to the MSV Parties on or before the later of (a) the Sixth Anniversary and (b) the date falling twelve months following the arbitral award, and such transfer shall be in full satisfaction of the arbitral award and the dispute between the Parties relating to the Disputed Spectrum. Other than as provided above, neither Party shall bring any claim or pursue any legal or other remedies in any court or other venue with respect to such Party’s claims regarding the Disputed Spectrum, except if necessary to enforce provisions of this Agreement implementing the arbitrator’s award. Without limiting the generality of the foregoing, each Party hereby waives any claims or defenses of forum non conveniens, subject matter jurisdiction, waiver, estoppel, laches, or other similar claims or defenses to the bringing or pursuit of any such claims regarding the Disputed Spectrum. Each Party further agrees (i) that arbitration with respect to the Disputed Spectrum as set forth above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and (ii) to fully cooperate in seeking to implement such arbitral determination of their respective rights to the Disputed Spectrum with the Administrations, other regulatory authorities and governmental bodies, and under the Mexico City MOU. The Parties further agree that, if such arbitrator finds in favor of the MSV Parties, in whole or in part, the MSV Parties shall be assigned the use of frequencies from the Tolled Spectrum as described above (the “ New MSV Frequencies ”) in such a manner as to provide the MSV Parties with as much additional contiguity as possible while reducing Inmarsat’s contiguity as little as possible, provided however, that such additional spectrum shall be made available for the use of the MSV Parties only during such time as the Phase 0 Spectrum Plan is operative. Inmarsat agrees to take whatever actions are necessary to cease its operations using the New MSV Frequencies, so as to permit the MSV Parties to begin operations on all such frequencies by the later of (a) the Sixth Anniversary and (b) the date falling twelve (12) months following the arbitral award.

(E) Binding arbitration in accordance with sub-paragraph (D) above shall be administered by the American Arbitration Association (“AAA”) in accordance with its most expedited commercial arbitration rules, consistent with the intent of the Parties to resolve the dispute with a final arbitration decision within six (6) months of initiating the process. Unless the Parties can otherwise agree on an arbitrator within ten (10) days of initiation of the arbitration process, the AAA will provide a list of arbitrators. In such case, each Party will be permitted to strike one name from a list of arbitrators provided by the AAA and the AAA will then choose the arbitrator(s) from the remaining names. Any award, order or judgment pursuant to the arbitration is final and may be entered and enforced in any court of competent jurisdiction. The arbitration shall be held in New York, New York and the arbitrator(s) shall apply New York law.

(ii) Phase 0 Block Loan. The MSV Parties shall loan and thereby make available for no consideration further L-band spectrum designated in the Phase 0 Spectrum Plan as “ Phase 0 Block ” to Inmarsat until the earlier of (1) the Phase 1 Completion Date and (2) the Sixth Anniversary; provided always, that in the event that Phase 1 Transition is still being implemented at the Sixth Anniversary, the term of the loan will be extended to the Phase 1 Completion Date, though later and provided further, for the avoidance of doubt, that in the event that either the Primary Default Spectrum Plan or the Alternative Default Spectrum Plan is brought into effect under this Agreement, the Phase 0 Block Loan shall be superseded by such Spectrum Plan. The terms governing the loan of the Phase 0 Block, and Inmarsat’s use of such spectrum, shall be as set forth in a definitive loan agreement substantially in the form attached as Exhibit B3 (the “ Phase 0 Block Loan Agreement ”) .

(iii) Access to North America. The Parties shall use their respective best commercial efforts to ensure that frequencies made available to each of the Parties under the Phase 0 Spectrum Plan (including for the avoidance of doubt, with respect to Inmarsat, the Tolled Spectrum and the Phase 0 Block) shall for the duration of the Phase 0 Spectrum Plan be available for use by such Party or Parties and its Related Parties for their activities in North America without restriction (except as set out in this Agreement and the provisions of the Phase 0 Block Loan Agreement).

(iv) Phase 0 Implementation. Promptly following the Signing Date, the Parties agree to take all actions necessary to complete the transition of their respective agreed spectrum usage to the spectrum designations shown in the Phase 0 Spectrum Plan, so that the L-band spectrum in ITU Region 2 will be made available for the Parties’ respective use in accordance with the Phase 0 Spectrum Plan (the “ Phase 0 Transition ”). The Phase 0 Transition shall occur as soon as practicable after the Signing Date (consistent with the orderly transition of all the Parties’ respective affected customers and affected services), and in any event shall be completed no later than six (6) months following the Signing Date, provided however that MSVLP shall have twelve (12) months following the Signing Date to migrate customers receiving services pursuant to the Private Network Satellite Services Agreement executed by and between MSVLP and Geologic Solutions, Inc., as amended on August 1, 2007 (the “ Geologic Migration ”). On and from the Signing Date, Inmarsat may operate on spectrum designated for use to Inmarsat in the Phase 0 Spectrum Plan and not currently utilized by it to the extent that Inmarsat can reasonably do so without causing harmful interference to the MSV Parties’ operations not yet transitioned from that spectrum and provided further that by doing so Inmarsat does not prejudice or delay the expeditious completion of the Phase 0 Transition in accordance with the above provisions. Moreover, a reasonable delay of up to three (3) months may be permitted for the Parties to complete the Phase 0 Transition (other than the Geologic Migration), provided that the obligated Party promptly provides notice of any potential delay to the other Parties as soon as such Party becomes aware of the possibility of the same. For such purposes, “reasonable delay” shall mean any delay caused either by (1) required regulatory approvals that are not obtained despite the obligated Party’s best commercial efforts undertaking to obtain such approvals on a timely basis to avoid such delay; and/or (2) regulatory compliance or requirements that cause delay despite the obligated Party’s best commercial efforts undertaking to expedite such compliance and the performance of such requirements; and/or (3) inability to avoid delay because of third party hardware or software component obsolescence, shortages, or development, distribution, change-out or installation delays or similar events that were beyond the reasonable control of the obligated Party, provided, however , that in any event falling under items (1) to (3) above the timely obligations under this Agreement (including with respect to Phase 0 Transition activities) are not conditioned or qualified in any way by (a) the rights of the MSV Parties or their distribution partners and their service providers (provided that it is understood that delays caused by end customers shall fall potentially within the criteria of item (3) above provided the same was beyond the reasonable control of the obligated Party using best commercial efforts undertaken to expedite timely transition), (b) the costs to be incurred by the MSV Parties, or the liability that the MSV Parties may incur to any of its Related Parties in effecting the Phase 0 Transition, or (c) the costs that would have been incurred by any of the MSV Parties to compensate hardware or software manufacturers or developers to implement a timely Phase 0 Transition within the period scheduled for transition under this Section 3.2(a)(iv) .

(b) The Phase 1 and Phase 1A Spectrum Plan s .

(i) Phase 1 Notice. At any time from the Effective Date until September 1, 2011 (such period, the “ Phase 1 Notice Period ”), the MSV Parties may, subject to satisfaction of the Phase 1 Condition set out at Section 3.4(c) below, deliver to Inmarsat a notice (the “ Phase 1 Notice ”), which notice shall be in writing and delivered in accordance with the notice provisions in Section 9.2 of this Agreement, stating that the MSV Parties elect (subject to compliance with sub-paragraph (ii) below) to commence the process for transitioning from the Phase 0 Spectrum Plan either:

(A) to the spectrum plan set forth in Exhibit E1 (the “ Phase 1 Spectrum Plan ”) (a “ Phase 1 Election ”); or

(B) to the spectrum plan set forth in Exhibit E2 (the “ Phase 1A Spectrum Plan ”) (a “ Phase 1A Election ”);

provided that in the event that the MSV Parties shall deliver an Acceleration Notice to Inmarsat pursuant to the provisions in Section 3.2(b)(ii) below, a Phase 1 Notice may not be delivered to Inmarsat within one year following the delivery of the Acceleration Notice, and the MSV Parties may only then make a Phase 1 Election under sub-paragraph 3.2(b)(i)(A) above. If the MSV Parties fail to deliver the Phase 1 Notice by September 1, 2011 or the Phase 1 Notice shall otherwise become incapable of being given (for example if the conditions to the Effective Date are not satisfied), the notice opportunity shall lapse on such date (or on the date on which the Phase 1 Notice becomes incapable of being given, as applicable) and Inmarsat shall thereafter have no further obligations to implement either the Phase 1 Spectrum Plan, or the Phase 1A Spectrum Plan, or the Phase 2 Spectrum Plan. The date on which the Phase 1 Notice is given, or alternatively the notice opportunity lapses, shall for the purposes of this Agreement be the “ Phase 1 Notice Date. ”

(ii) Phase 1 Implementation. Promptly following the later of (1) valid delivery of the Phase 1 Notice in accordance with Section 3.2(b)(i) above, (2) the delivery of payment in full to Inmarsat of the Effective Date Shares and the Trigger Shares in accordance with Sections 4.1 and 4.2 below and the First Installment in accordance with Section 4.3(b) below, and (3) satisfaction or fulfillment of all required legal and regulatory conditions and requirements (if any) for the implementation of (A) the Phase 1 Spectrum Plan (in the event a Phase 1 Election has been made) or (B) the Phase 1A Spectrum Plan (in the event a Phase 1A Election has been made), as determined in the reasonable discretion of the MSV Parties based on the advice of counsel (satisfaction or fulfillment of which will be certified to Inmarsat by MSVLP and its counsel) (the “ Phase 1 Final Regulatory Approval ”) (the “ Trigger Date ”), and subject to the making of the remaining Phase 1 Compensation installments as provided in Section 4.3 , the Parties agree to take all actions necessary to commence the transition of their respective spectrum use rights provided in (A) the Phase 1 Spectrum Plan (in the event a Phase 1 Election has been made) or (B) the Phase 1A Spectrum Plan (in the event a Phase 1A Election has been made), so that the L-band spectrum in ITU Region 2 will be available for the Parties’ respective use in accordance with (A) the Phase 1 Spectrum Plan (in the event a Phase 1 Election has been made) or (B) the Phase 1A Spectrum Plan (in the event a Phase 1A Election has been made) (the “ Phase 1 Transition ”). Phase 1 Transition shall be completed as soon as practicable after the Trigger Date (consistent with the orderly transition of all the Parties’ respective affected customers and affected services), and in any event shall be completed no later than:

(A) thirty (30) months following the Trigger Date (in the event a Phase 1 Election has been made) provided that the MSV Parties, conditioned upon prior payment in full to Inmarsat of the Acceleration Payment in accordance with Section 4.3(a) below, may elect in their absolute discretion by notice in writing to Inmarsat on or after the Effective Date (an “ Acceleration Notice ”) to accelerate the foregoing transition period so that the transition to the Phase 1 Spectrum Plan shall be completed no later than eighteen (18) months following the Trigger Date, provided that issuance of the Acceleration Notice shall not obligate the MSV Parties to issue the Phase 1 Notice, or

(B) eighteen (18) months following the Trigger Date (in the event a Phase 1A Election has been made)

(in either case, the transition completion date is referred to herein as the “ Phase 1 Completion Date ”). Beginning twelve (12) months following the Trigger Date, the MSV Parties may operate on spectrum provided for use to the MSV Parties in the Phase 1 Spectrum Plan (in the event a Phase 1 Election has been made) or in the Phase 1A Spectrum Plan (in the event a Phase 1A Election has been made) and not currently utilized by the MSV Parties to the extent that the MSV Parties can reasonably do so without causing harmful interference to Inmarsat operations not yet transitioned from that spectrum and provided further that by doing so the MSV Parties do not prejudice or delay the expeditious completion of the Phase 1 Transition in accordance with the above provisions. Moreover, a reasonable delay of up to nine (9) months may be permitted for the Parties to complete the Phase 1 Transition, provided that the obligated Party promptly provides notice of any potential delay to the other Parties as soon as such Party becomes aware of the possibility of the same. For such purposes, “reasonable delay” shall mean any delay caused either by (1) required regulatory approvals that are not obtained despite the obligated Party’s best commercial efforts undertaking to obtain such approvals on a timely basis to avoid such delay; and/or (2) regulatory compliance or requirements that cause delay despite the obligated Party’s best commercial efforts undertaking to expedite such compliance and the performance of such requirements; and/or (3) inability to avoid delay because of third party hardware or software component obsolescence, shortages, or development, distribution, change-out or installation delays or similar events that were beyond the reasonable control of the obligated Party, provided, however , that in any event falling under items (1) to (3) above the timely obligations under this Agreement (including with respect to Phase 1 Transition activities) are not conditioned or qualified in any way by (a) the rights of Inmarsat or its distribution partners and their service providers (provided that it is understood that delays caused by end customers shall fall potentially within the criteria of item (3) above provided the same was beyond the reasonable control of the obligated Party using best commercial efforts undertaken to expedite timely transition), (b) the costs to be incurred by Inmarsat, or the liability that Inmarsat may incur to any of its Related Parties in effecting the Phase 1 Transition, or (c) the costs that would have been incurred by Inmarsat to compensate hardware or software manufacturers or developers to implement a timely Phase 1 Transition within the period scheduled for transition under this Section 3.2(b)(ii) . Following the making of all payments up to and upon the Phase 1 Completion Date in accordance with the requirements of Section 4.2 to Section 4.4 below, each of the Parties shall maintain its respective rights of use to spectrum in ITU Region 2 in accordance with the Phase 1 Spectrum Plan (in the event a Phase 1 Election has been made) or the Phase 1A Spectrum Plan (in the event a Phase 1A Election has been made) for so long as such Party (or its successor in interest) is an L-band MSS operator in ITU Region 2, except as provided in Section 3.2(e) .

(iii) In the event that there shall be a MSV Payment Default (as such term is defined by Section 4.5(c) ) and Inmarsat shall make an election under Section 3.2(e)(i), then the Parties agree that the Phase 1 Spectrum Plan (in the event a Phase 1 Election has been made) or the Phase 1A Spectrum Plan (in the event a Phase 1A Election has been made) shall not be implemented, Phase 1 Transition shall be discontinued (without prejudice to MSV’s payment obligations under Section 4.2 to Section 4.4 ), the Phase 2 Spectrum Plan shall become inoperable and the Parties shall either (A) revert to spectrum usage under the Phase 0 Spectrum Plan (as adjusted pursuant to the provisions of Section 3.2(e) ) until the Sixth Anniversary, whereupon the Alternative Default Spectrum Plan will come into effect in accordance with Section 3.2(c)(iv) below or (B) the Primary Default Spectrum Plan will come into effect in accordance with Section 3.2(e)(i) below, in each case in accordance with the Inmarsat election made under such Section 3.2(e)(i).

(c) The Phase 1 Alternative Spectrum Plans . In the event that the MSV Parties shall not issue a Phase 1 Notice on or before September 1, 2011 or the Triggering Investment is not completed on or before the date falling two years following the Signing Date (the earlier such date being the “ Phase 1A Date ”), or (in the case of sub-paragraph (iv) below) Section 3.2(e) shall apply, then the Parties agree that:

(i) except in the circumstances set forth at sub-paragraph (iv) below, in the event that the Intended Spectrum is available to the Parties on the Phase 1A Date, then on and from the Sixth Anniversary each Party’s spectrum position in ITU Region 2 shall be as set forth in Exhibit G1 (“ Phase 1 Alternative Spectrum Plan – With Intended Spectrum ”) and the Phase 1 Alternative Spectrum Plan - With Intended Spectrum shall thereafter remain in effect for such time as such Party (or its successor in interest) shall remain an L-band MSS operator in ITU Region 2; or

(ii) in the event that the Intended Spectrum is not available to the Parties on the Phase 1A Date, the MSV Parties may, provided that they have not initiated arbitration proceedings under Section 3.2(a)(i)(D), elect by notice in writing not less than one year prior to the Sixth Anniversary to re-band in accordance with this sub-paragraph (ii), and following the making of such election on and from the Sixth Anniversary each Party’s spectrum position in ITU Region 2 shall be as set forth in Exhibit G2 (“ Phase 1 Alternative Spectrum Plan – Without Intended Spectrum ”) and the Phase 1 Alternative Spectrum Plan – Without Intended Spectrum shall thereafter remain in effect for such time as such Party (or its successor in interest) shall remain an L-band MSS operator in ITU Region 2; or

(iii) in the event that the Intended Spectrum is not available to the Parties on the Phase 1A Date and the MSV Parties do not elect to re-band in accordance with sub-paragraph (ii) above, then each Party’s spectrum position in ITU Region 2 shall continue to be as per the Phase 0 Spectrum Plan (as appropriately modified by the decision of the arbitrator and the resultant transfer of Tolled Spectrum by Inmarsat to the MSV Parties in accordance with Section 3.2(a)(i)(D) ), which shall remain in effect for such time as such Party (or its successor in interest) shall remain an L-band MSS operator in ITU Region 2; or

(iv) in the event that Inmarsat shall exercise its option under Section 3.2(e)(i) (1), then on and from the Sixth Anniversary each Party’s spectrum position in ITU Region 2 shall be as set forth in Exhibit H2 (the “ Alternative Default Spectrum Plan ,” together with the Phase 1 Alternative Spectrum Plan – With Intended Spectrum and the Phase 1 Alternative Spectrum Plan – Without Intended Spectrum, the “ Phase 1 Alternative Spectrum Plans ”) and the Alternative Default Spectrum Plan shall thereafter remain in effect for such time as such Party (or its successor in interest) shall remain an L-band MSS operator in ITU Region 2.

(d) The Phase 2 Spectrum Plan

(i) Phase 2 Notice . At any time from January 1, 2010 until January 1, 2013 (such period, the “ Phase 2 Notice Period ”), and provided that (a) the MSV Parties shall have validly delivered a Phase 1 Notice in accordance with Section 3.2(b)(i) above and (b) the Phase 2 Condition as set out at Section 3.4(c) below shall be fully satisfied and (c) the MSV Parties shall have duly paid Inmarsat (1) the Phase 1 Shares in accordance with Section 4.4 and (2) the First Phase 2 Payment in accordance with Section 4.5(a) , the MSV Parties may deliver to Inmarsat a notice (the “ Phase 2 Notice ”), which notice shall be in writing and delivered in accordance with the notice provisions in Section 9.2 of this Agreement, stating that the MSV Parties elect to commence the process for transitioning the Parties’ respective spectrum usage to the spectrum plan set forth in Exhibit F (the “ Phase 2 Spectrum Plan ”). If the MSV Parties deliver the Phase 1 Notice in accordance with Section 3.2(b)(i) but fail to deliver the Phase 2 Notice by January 1, 2013, then the Phase 2 Notice may be given by Inmarsat, acting in its absolute discretion, to the MSV Parties on any date between (and including) January 1, 2013 and January 1, 2015 provided only that the Phase 2 Condition shall be fully satisfied.

(ii) Phase 2 Implementation . Promptly following delivery of the Phase 2 Notice, the Parties agree to take all actions necessary to commence the transition of their respective spectrum usage to the spectrum designations shown in the Phase 2 Spectrum Plan (the “ Phase 2 Transition ”), so that the L-band spectrum will be available for the Parties’ respective use in ITU Region 2 in accordance with the Phase 2 Spectrum Plan as soon as practicable (consistent with the orderly transition of all the Parties’ respective affected customers and affected services), and in any event the Phase 2 Transition shall be completed no later than twenty-four (24) months following the date of issuance of the Phase 2 Notice (the date that is 24 months following the date of issuance of the Phase 2 Notice is referred to herein as the “ Phase 2 Completion Date ”). Moreover, a reasonable delay of up to nine (9) months may be permitted for the Parties to complete the Phase 2 Transition, provided that the obligated Party promptly provides notice to the other Parties of any potential delay as soon as such Party becomes aware of the possibility of the same. For such purposes, “reasonable delay” shall mean any delay caused either by (1) required regulatory approvals that are not obtained despite the Party’s best commercial efforts undertaking to obtain such approvals on a timely basis to avoid such delay; and/or (2) regulatory compliance or requirements that cause delay despite the Party’s best commercial efforts undertaking to expedite such compliance and the performance of such requirements; and/or (3) inability to avoid delay because of third party hardware or software component obsolescence, shortages, or development, distribution, change-out or installation delays or similar events that were beyond the reasonable control of the obligated Party, provided, however , that in any event falling under items (1) to (3) above the timely obligations under this Agreement (including with respect to Phase 2 Transition activities) are not conditioned or qualified in any way by (a) the rights of Inmarsat or its distribution partners and their service providers (provided that it is understood that delays caused by end customers shall fall potentially within the criteria of item (3) above provided the same was beyond the reasonable control of the obligated Party using best commercial efforts undertaken to expedite timely transition), (b) the costs to be incurred by Inmarsat, or the liability that Inmarsat may incur to any of its Related Parties in effecting the Phase 2 Transition, or (c) the costs that would have been incurred by Inmarsat to compensate hardware or software manufacturers or developers to implement a timely Phase 2 Transition within the period scheduled for transition under this Section 3.2(d)(ii) . Following the completion of the implementation of the Phase 2 Spectrum Plan, each Party shall maintain its respective rights of use to spectrum in ITU Region 2 in accordance with the Phase 2 Spectrum Plan for so long as such Party (or its successor in interest) is an L-band MSS operator in ITU Region 2, and subject to the continued making of payments as provided in Section 4.5 , except that:

(A) In the event that the MSV Parties terminate the Phase 2 Annual Payments in accordance with Section 4.5(b), then the Parties will revert to the Phase 1 Spectrum Plan (in the event a Phase 1 Election was made) or the Phase 1A Spectrum Plan (in the event a Phase 1A Election was made); and

(B) In the event that any of Sections 3.2(e)(ii) to (iv) applies, then the provisions of such Sections will take priority and the Parties will implement the Primary Default Spectrum Plan or the Alternative Default Spectrum Plan (as determined in accordance with Sections 3.2(e)(ii) to (iv), as applicable) in replacement of the Phase 2 Spectrum Plan.

(e) Default Spectrum Plan s . In the event that there shall have occurred a MSV Payment Default, then the Parties agree that:

(i) where a MSV Payment Default takes place after the Phase 1 Notice Date but before the Phase 1 Completion Date, then Inmarsat shall in its absolute discretion elect by notice in writing to the MSV Parties either (1) to convert the Phase 0 Block Loan into a permanent assignment in its favor, whereupon the Parties agree that the Phase 0 Block Loan shall automatically be converted into such permanent assignment to Inmarsat and the Alternative Default Spectrum Plan shall come into effect on the Sixth Anniversary, or (2) to bring into effect the Primary Default Spectrum Plan (being the spectrum usage plan set out at Exhibit H1 ) on a date (not later than the Sixth Anniversary) to be notified by Inmarsat to the MSV Parties, without prejudice to Inmarsat’s remedies available to it as a matter of law in relation to the MSV Payment Default ;

(ii) where a MSV Payment Default takes place on or after the Phase 1 Completion Date but prior to payment of the Five Years Payment Amount, then (1) in the event that the Phase 1A Spectrum Plan is then or has previously been in effect, the Alternative Default Spectrum Plan shall automatically be brought into effect and (2) in the event that the Phase 1 Spectrum Plan is then or has previously been in effect, the Primary Default Spectrum Plan shall automatically be brought into effect, in each case on a date (not later than the Sixth Anniversary) to be notified by Inmarsat to the MSV Parties, without prejudice to Inmarsat’s remedies available to it as a matter of law in relation to the MSV Payment Default ;

(iii) where a MSV Payment Default takes place after the payment of the Five Years Payment Amount, Inmarsat shall have the right in its absolute discretion to elect either to pursue the remedies available to it as a matter of law, or may in lieu thereof elect to implement the Primary Default Spectrum Plan, which Plan shall be brought into effect on a date (not later than the Sixth Anniversary) to be notified by Inmarsat to the MSV Parties; and

(iv) where in any of the above cases the Primary Default Spectrum Plan is to be brought into effect, or the Alternative Default Spectrum Plan is to be brought into operation pursuant to sub-paragraph (ii) above, the Parties agree to take all actions necessary to commence the transition of their respective allocated spectrum usage to the spectrum assignments shown in the Primary Default Spectrum Plan, or the Alternative Default Spectrum Plan, as applicable, so that the L-band spectrum will be available for the Parties’ respective use in accordance with the Primary Default Spectrum Plan or the Alternative Default Spectrum Plan, as applicable, as soon as practicable (consistent with the orderly transition of all the Parties’ respective affected customers and affected services), and in any event shall be completed no later than nine months following the date of the notification by Inmarsat triggering the implementation of the Primary Default Spectrum Plan or the Alternative Default Spectrum Plan, as applicable.

(v) Following implementation in accordance with the foregoing, each Party shall maintain its respective usage of spectrum in ITU Region 2 in accordance with the relevant Spectrum Plan adopted pursuant to the above provisions for so long as such Party (or its successor in interest) is an L-band MSS operator in ITU Region 2.

(f) [This paragraph intentionally omitted.]

(g) Transitions to Different Spectrum Plans . In the case of the Phase 0 Spectrum Plan, upon the Signing Date, in the case of the Phase 1 Spectrum Plan (in the event a Phase 1 Election is made), upon the Trigger Date, in the case of the Phase 1A Spectrum Plan (in the event a Phase 1A Election is made), upon the Trigger Date, in the case of the Phase 2 Spectrum Plan, upon delivery of the Phase 2 Notice, in the case of any of the Phase 1 Alternative Spectrum Plans (other than the Alternative Default Spectrum Plan), immediately following the Phase 1A Date, in the case of the Primary Default Spectrum Plan and the Alternative Default Spectrum Plan, immediately upon the relevant triggering event set out at Section 3.2(e) , and in the case of the Third Party Spectrum Plans, immediately upon their adoption into or amendment to any other Spectrum Plan in accordance with the provisions of this Agreement, each Party shall expedite the development of an implementation plan, which shall be coordinated with each of the other Parties, that will reflect all such actions as shall be necessary or advisable to effect the implementation of the L-band frequency ITU Region 2 use arrangements set forth in the respective Spectrum Plan, including, but not limited to (i) replacement or modification of user terminals, including in the case of the Phase 1 and Phase 2 Spectrum Plans, adding appropriate filters to all terminals operating on the Inmarsat system that might otherwise receive interference from or cause interference to the operation of the systems of the MSV Parties operating in accordance with this Agreement (or otherwise addressing such interference by other appropriate means, including at the absolute discretion of Inmarsat by discontinuance or replacement of any affected service or terminal), (ii) filings with Administrations and other regulatory authorities and governmental bodies of the revised spectrum assignments and revised technical sharing criteria, as necessary, (iii) interim and/or temporary spectrum sharing arrangements or assignments so as to minimize disruption to the Parties’ customers and/or accelerate the process of transition, and (iv) the transition of any and all of its customers, resellers, agents or other parties (whether under its control or otherwise) or with whom it has a contractual or other business relationship and who are using or may come to use any spectrum required by this Agreement to be relinquished by such Party, to ensure the effective implementation of that particular Spectrum Plan. The Parties agree that such implementation plans will reflect the following commitments of the Parties: (x) each Party shall complete the transition of all end users of its services in a manner consistent with that particular Spectrum Plan and such Party’s obligations hereunder and under its implementation plan with respect to that particular Spectrum Plan, (y) to the extent a Party adds any new end users after the Signing Date, all such additional users shall (to the extent that the Party can procure the same) be integrated into the Party’s implementation plan with respect to that particular Spectrum Plan, and (z) agreements and arrangements with a Party’s customers, distributors, resellers and end users will (to the extent that the Party can procure the same) be modified, amended and/or extended only in a manner which is consistent with such Party’s obligations hereunder and under its implementation plan with respect to that particular Spectrum Plan.

(h) Additional Transition Actions . The Parties shall take the following steps which will be deemed part of the implementation plan with respect to each Spectrum Plan: the Parties will meet on a quarterly basis to review the transition plans referred to above and to provide any updates to such plans, including any material issues that have occurred or may occur, with a goal of trying to work cooperatively to effect a smooth transition for their respective services, customers, resellers, agents and end users, and will provide each other updated confirmation (in the minutes of the meeting and/or other written confirmation) that there are no other issues outstanding which place the continued and timely execution of their respective implementation plans at risk.

(i) Transition Costs . With the exception of the payment of the Phase 1 Compensation to Inmarsat, as described in Section 4.2 to Section 4.4 and the sharing of costs and expenses relating to the acquisition and maintenance of Additional L-band Spectrum as set out at Section 3.4 below, each Party shall be solely responsible for (and shall indemnify the other Party against) any and all damages, costs, claims, losses and expenses incurred by it in connection with the transition of such Party’s customers, resellers, agents or other parties (whether under its control or otherwise) or with whom it has a contractual or other business relationship, in connection with the implementation of any Spectrum Plan, including the removal of any such Persons from or to any other blocks of L-band spectrum coordinated for use by such Party, or to other or replacement frequencies and/or services.

Section 3.3 Spectrum Sharing

(a) Scope .

(i) In order to minimize interference among the Parties’ respective operations and increase and make more efficient use of the L-band spectrum and orbital resource in ITU Region 2, the Parties have jointly developed the “ L-band Coordination Plan ” as described in this Section 3.3 and attached as Exhibit L , which describes how the spectrum usage described in the Spectrum Plans will be used by all the satellite systems indicated in Exhibit I (“ Newly Coordinated Satellites ”) and Exhibit J (“ Previously Coordinated Satellites ”). The satellite systems (including both the space stations and their associated ground segments) identified in Exhibit I and Exhibit J are collectively referred to as the “ Coordinated Networks. ”

(ii) Except as expressly limited in this Section 3.3 or Exhibit L , each of the Parties may use their absolute discretion to operate using any of the spectrum made available to that Party in any of the Spectrum Plans between or among any of its Coordinated Networks, including without regard to the Administration that has licensed the Coordinated Network.

(iii) ATC operations in ITU Region 2 are to be governed separately by Section 3.5 . This Section 3.3 and Exhibit L do not limit ATC operations, so long as such operations are consistent with the parameters specified in Section 3.5 and Exhibits N or N Prime (as applicable), T, U and V. In implementing the L-band Coordination Plan, the Party coordinating its operations shall have absolute discretion to coordinate based on a dynamic use of all or any part of the spectrum available to it under the prevailing Spectrum Plan for any variety of combinations of ATC and MSS operations. Thus, a Party may coordinate for use of a particular set of frequencies for any combination or combinations of ATC and MSS operations.

(b) Term and Termination .

(i) The L-band Coordination Plan shall be effective on the Signing Date and shall have a term consisting of the life of the satellites that are included in the L-band Coordination Plan and any Replacement Satellites or Future Satellites admitted to the L-band Coordination Plan.

(ii) Any Party shall be entitled to substitute another satellite for any of its satellites included in the L-band Coordination Plan only to the extent that such satellite qualifies as a “ Replacement Satellite” (as such term is defined in Exhibit A ). The Parties shall use their respective best commercial efforts to include in the L-band Coordination Plan any “ Future Satellite” (as such term is defined in Exhibit A ) in accordance with the provisions of this Section 3.3 , mutatis mutandis , to the extent that including such satellites is not inconsistent with othe r provisions of this Agreement.

(c) Process for Implementing the L-band Coordination Plan .

(i) As soon as practicable after the Signing Date, the Parties shall meet to exchange additional information and plan for future negotiations with other L-band operators.

(ii) At such meeting, the Parties shall exchange the information identified in Exhibit K and provide each other with any of their relevant commitments with regard to third party coordination agreements outside the Mexico City MOU interfacing with North America subject always to the Parties’ respective confidentiality obligations to third parties.

(iii) Each Party agrees to review proposals by the other Party, that may seek additional flexibility for satellite operations. Each such Party will not unreasonably withhold approval of such other Party’s proposed modifications, provided that such Party is able to reasonably demonstrate that such modifications can be made without increasing the level of interference to such other Party.

(iv) The Parties agree to establish a working group and to periodically meet and review topics relevant to this Section 3.3 and Exhibit L .

(v) In the event of any disputes with regard to the L-band Coordination Plan, such disputes will be subject to binding arbitration, consistent with the same process (including AAA expedited commercial arbitration rules), waivers and other relevant agreements as set forth in Section 3.2(a)(i)(E) hereof.

Section 3.4 Access to Additional L-Band Spectrum .

(a) During the Availability Period, the Parties will cooperate in good faith and use their respective best commercial efforts to (i) acquire and maintain access to and rights to use, additional L-band spectrum in North America to which the Parties do not already have rights including any spectrum coordinated for use to the Mexican mobile satellite operator (“ Mexico ”) pursuant to the 1999 SSA (such spectrum collectively, the “ Additional L-Band Spectrum ”), consistent with the Parties’ desire to implement the Spectrum Plans, and (ii) obtain the consents of Mexico and its telecommunications administration, and the Russian mobile satellite operator (“ Russia ”) and its telecommunications administration, as required to facilitate the full implementation of this Agreement in accordance with its terms (including the Trials referred to in Article 2 above, the adoption of the Spectrum Plans and the transition activities required to implement the same, and the L-band Coordination Plan). Such best commercial efforts shall include the Parties’ efforts and actions as in effect today relating to joint international opportunities, and as modified by the terms set out below in this Section 3.4 .

(b) If the Parties are not able to negotiate access to Additional L-Band Spectrum coordinated for use by Mexico (the “ Intended Spectrum ”) pursuant to the terms of Exhibit M (and such spectrum is not otherwise awarded to the Parties through other means), then the Parties agree to continue to use their respective best commercial efforts during the Availability Period to cooperate to obtain, for the benefit of the Parties, access to the Intended Spectrum in accordance with the agreements set forth herein including, without limitation, the Spectrum Plans. Consistent with the foregoing, the Parties will work cooperatively with their respective Administrations to effectuate the rebanding and reuse of L-band spectrum in ITU Region 2 consistent with this Agreement.

(c) The MSV Parties may give the Phase 1 Notice at any time that the Intended Spectrum has been made available to the MSV Parties and Inmarsat for integration in the Phase 1 Spectrum Plan or the Phase 1A Spectrum Plan, whichever is to be brought into effect following the Phase 1 Condition, and utilization by the Parties in accordance with the terms of this Agreement, (the “ Phase 1 Condition ”), provided , however , that in the event that less than all the Intended Spectrum is made available, the MSV Parties may elect to accept the lesser available spectrum in a proportionately modified Phase 1 Spectrum Plan or Phase 1A Spectrum Plan, whichever is to be brought into effect following the Phase 1 Condition, that approximates as closely as possible the Spectrum Plan (including the Plan’s spectrum contiguity) that would have been achieved had the Intended Spectrum been made fully available provided always that in any such circumstances the position of Inmarsat is entirely unaffected, in terms of the absolute amount of L-band spectrum assigned to Inmarsat under the relevant Spectrum Plan, the contiguity of such spectrum assignments and the usability of such spectrum assignments. The MSV Parties (or Inmarsat, as applicable) may give the Phase 2 Notice at any time that the Intended Spectrum is available to the MSV Parties and Inmarsat for integration in the Phase 2 Spectrum Plan and utilization by the Parties in accordance with the terms of this Agreement (the “ Phase 2 Condition ”), provided , however , that in the event that less than all the Intended Spectrum is made available, the MSV Parties may elect to accept the lesser available spectrum in a proportionately modified Phase 2 Spectrum Plan that approximates as closely as possible the Spectrum Plan (including the Plan’s spectrum contiguity) that would have been achieved had the Intended Spectrum been made fully available provided always that in any such circumstances the position of Inmarsat is entirely unaffected, in terms of the absolute amount of L-band spectrum assigned to Inmarsat under the relevant Spectrum Plan, the contiguity of such spectrum assignments and the usability of such spectrum assignments.

(d) To the maximum extent possible subject to applicable legal and regulatory requirements, each of the MSV Parties, on the one hand, and Inmarsat, on the other hand, agree to cooperate and use their respective best commercial efforts during the Availability Period to implement a transaction to access the Intended Spectrum under which:

(i) the costs and burdens of which shall be shared equally between the MSV Parties, on the one hand, and Inmarsat, on the other hand; and

(ii) the benefits:

(A) during such time as the Phase 0 Spectrum Plan is operative, s

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