EXHIBIT 10.2
AMENDMENT NO. 1 TO
AMENDED AND
RESTATED
LIMITED PARTNERSHIP
AGREEMENT
OF
MOBILE SATELLITE VENTURES
LP
THIS AMENDMENT NO. 1
(this “ Amendment
”) to the Amended and Restated Limited Partnership Agreement,
dated as of November 12, 2004 of Mobile Satellite Ventures LP
(“ MSV ”), as amended from time to time (the
“ Agreement ”) is hereby adopted by the limited
partners of MSV this 25 th day of September 2006.
WHEREAS, the Agreement provides that it may be amended by
the written agreement of the holders of a majority of the
Percentage Interests held by the Limited Partners entitled to vote
on any matter (as such terms are defined in the
Agreement);
WHEREAS , the Limited Partners executing this Amendment,
who together hold a majority of the Percentage Interests, wish to
amend the Agreement as set forth herein, which amendment shall be
effective as to all Limited Partners from and after the date
hereof; and
WHEREAS , capitalized terms used in this Amendment but
not defined herein shall have the meanings ascribed thereto in the
Agreement.
A. NOW THEREFORE , the parties hereto hereby
agree as follows:
1. Amendment of
Section 1.1. Clause
1.1 of the Agreement is hereby amended to add the
following:
“ MSV Exchange
Agreement ” means the Exchange Agreement, dated as of
May 6, 2006, by and among SkyTerra Communications, Motient
Ventures Holding Inc. and Motient Corporation. “
2. Amendment of
Section 6.2(a). Clause 6.2(a) of the Agreement is hereby amended
to read in its entirety as follows:
“(a) Notwithstanding the grant
of authority to the General Partner under Section 6.1 hereof,
without the prior written consent of Motient Corporation
(“Motient”) this Agreement shall not be amended in any
manner that would impair Motient’s ability to exchange its
Retained MSV Interests for Additional SkyTerra Shares at Subsequent
Closings in accordance with the terms of the MSV Exchange Agreement
(as such terms are defined in the MSV Exchange
Agreement).”
3. Amendment of
Section 10.1(a). Clause 10.1(a) of the Agreement is hereby
amended to read in its entirety as follows:
“(a) At all times during the
continuance of the Partnership, the General Partner shall maintain
separate books of account for the Partnership that shall show a
true and accurate record of all costs and expenses incurred, all
charges made, all credits made and received and all income derived
in connection with the operation of the Partnership business, in
accordance with generally accepted accounting principles
consistently applied to the extent not inconsistent with
this Agreement. Such books of account, together
with a copy of this Agreement and of the Certificate of Limited
Partnership, shall at all times be maintained at the principal
place of business of the Partnership (or at the place of business
of the Person to whom the duty to maintain these books has been
delegated in accordance herewith and identified in writing to the
Limited Partners) and shall be open to inspection and examination
at reasonable times by each Limited Partner and its duly authorized
representative for any purpose reasonably related to such Limited
Partner’s interest as a Limited Partner of the Partnership;
provided , that Motient Ventures Holdings Inc.
(“MVH”) shall waive any rights arising under this
Section 10.1(a) so long as the Partnership and/or its
auditors, as applicable, have provided reasonable cooperation with
MVH in answering such questions from Sub as may be
