AMENDMENT NO. 2 TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MOBILE SATELLITE VENTURES LP

Exhibit 10.1

AMENDMENT NO. 2 TO

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

MOBILE SATELLITE VENTURES LP

THIS AMENDMENT NO. 2 (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 5 ^th day of January 2007.

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.

1.            Amendment of Section 1.1. Section 1.1 of the Agreement is hereby amended as follows:                   

(a) The following terms and their meanings are hereby amended to read in their entirety as follows:

• • • • "" Additional Limited Partner " means a Person admitted to the Partnership as a Limited Partner pursuant to Section 9.4 of this Agreement.

         

        " Investors " means each Limited Partner listed on Schedule I hereto as an Investor, each other Person admitted as an Investor after the date hereof and, subject to Section 9.2(i) of this Agreement, any Person acquiring all or part of the Limited Partnership Interest of an Investor that is admitted as a Limited Partner as provided herein.

         

        " Percentage Interest " means with respect to any Limited Partner, the ratio (expressed as a percentage) of the Units actually held by such Limited Partner as of the date of determination to the aggregate Units actually held by all Limited Partners on such date, and shall be reflected on Schedule I in accordance with Section 2.1(d). For purposes of voting and providing consents under this Agreement and for purposes of Section 9 of this Agreement, but not, for the avoidance of doubt, for purposes of distributions of cash or tax and other economic rights under this Agreement, " Percentage Interests " means, with

         

• • • • respect to each Limited Partner, the ratio (expressed as a percentage) of the Units held by such Limited Partner as of the date of determination to all Units held by all Limited Partners."

         

• • • • "" Excluded Securities " means (i) any interests in the Partnership issued pursuant to the October 2001 Investment Agreement or any of the transactions contemplated thereby, (ii) any interests in the Partnership issued pursuant to the Investment Agreement or any of the transactions contemplated thereby, (iii) any interests in the Partnership issued in connection with the acquisition of the business of another entity, whether by the purchase of equity securities, assets or otherwise, (iv) any interests in the Partnership issued as part of an Initial Public Offering or other registered underwritten public offering of the Partnership's securities, (v) any interests in the Partnership issued under an employee compensation plan approved by the General Partner, (vi) any interests in the Partnership issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes, (vii) any interests in the Partnership issued pursuant to Section 9.1(h)(vi) of this Agreement and (viii) 4,817 Units that may be issued to inOvate Communications Group Services Company or its Affiliates.

         

        " Family Member " means, with respect to any Person (i) the spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law and brothers and sisters-in-law of such Person or of any of the beneficial owners of such Person, (ii) any trust whose beneficiaries consist of only one or more of such Person and such persons or (iii) any partnership or other entity whose owners are one or more of such Person and such persons.

         

        " Investment Agreement " means that certain First Amended and Restated Investment Agreement, dated as of August 8, 2003, as amended, by and among the Stockholders (and their affiliates) and certain other parties.

         

        " Intervening Entity " means, as applied to any Limited Partner at any time, any Person the value of which at such time consists principally of its direct or indirect ownership of interests in, or obligations of, the Partnership or Canadian Holdco. Without limiting the foregoing, the parties stipulate that, as of the date hereof, TMI and TMI's general partner are Intervening Entities.

         

        " October 2001 Investment Agreement " means that certain Amended and Restated Investment Agreement, dated as of October 12, 2001, as amended, by and among certain Stockholders (and their affiliates) at such time and certain other parties.

         

        " Stockholder s" means the stockholders of the General Partner.

         

        " Stock " means the common stock of the General Partner, par value $0.01 per share."

• • • • (c)          The term " Stockholders' Agreement " and its meaning are deleted in their entirety.

3.             Section 4.1(b). Section 4.1(b) of the Agreement is hereby amended to read in its entirety as follows:

"(b)      Capital Contributions shall be paid in the manner provided in the Investment Agreement or a subscription agreement, as the case may be. Subject to Section 9.1 of this Agreement, the Partnership may admit Persons as Limited Partners and issue Units and Limited Partnership Interests to such Persons without obligating such Persons to make Capital Contributions."

4.             Section 4.1(c). Section 4.1(c) of the Agreement is hereby amended to read in its entirety as follows:

"(c) No Limited Partner shall be required or permitted to contribute additional capital to the Partnership except that, subject to the pre-emptive rights and other applicable provisions of Section 9 of this Agreement incorporated herein, a Limited Partner shall be permitted to make additional Capital Contributions pursuant to a subscription agreement approved by the General Partner and the Required Majority."

4.            Amendment of Sections 9.1 and 9.2. Sections 9.1 and 9.2 of the Agreement are hereby amended to read in their entirety as follows:

(a)          In order to raise capital for the Partnership operations or to acquire assets, to redeem or retire Partnership debt, or for any other valid Partnership purposes, General Partner may, subject to the provisions of this Section 9.1, from time to time determine that it is in the best interests of the Partnership to cause the Partnership to issue additional interests in the Partnership to the Limited Partners or other Persons and to admit such other Persons to the Partnership as Additional Limited Partners pursuant to Section 9.4. General Partner shall determine the consideration for and the terns and conditions with respect to any future issuance of interests in the Partnership.

(b)          Subject to clause (h) below, General Partner shall not issue any interests in the Partnership unless it first delivers to each Limited Partner (each such Person being referred to in this Section 9.1 as a " Buyer ") a written notice (the " Notice of Proposed Issuance ") specifying the type and amount of such interests that the Partnership then intends to issue (the " Offered Interests "), all of the material terms, including the price (cash or non-cash) upon which the Partnership proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 9.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided , that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration described in such Notice of Proposed Issuance or, may instead, pay for such Offered Interests with the cash equivalent of such price.

(c)          During the ten (10) consecutive day period commencing on the date the Partnership delivers to all of the Buyers the Notice of Proposed Issuance (the " Ten Day Period "), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to General Partner prior to the expiration of the Ten Day Period.

(d)          Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 9.1 shall be referred to as its " Proportionate Share ."

(e)          Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Offered Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Offered Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Interests by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves.

(f)           If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Partner shall have the right, until the expiration of one hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests.

(g)          Notwithstanding the foregoing, the rights described in this Section 9.1 shall not apply with respect to the issuance of Excluded Securities.

(h)          Notwithstanding the foregoing, General Partner may proceed with the issuance of interests in the Partnership without first following the procedures in clauses (b)-(f) above, provided that the purchaser of such interests (the " New Purchaser ") agrees in writing to take such interests subject to the provisions of this Section 9.1(h). In such event the following provisions shall apply:

(i)           Within ten (10) days following the issuance of such interests, General Partner or the New Purchaser shall issue to each Buyer a written notice (the " Notice of Issuance ") specifying the type and amount of such interests that the Partnership has issued (the " Issued Interests "), all of the material terms, including the price (the " Issued Interest Price ") at which the Partnership issued the Issued Interests and stating that the Buyers shall have the right to purchase Issued Interests in the manner specified below for the same price per Unit and in accordance with the same terms and conditions specified in such Notice of Issuance.

(ii)          During the ten (10) consecutive day period commencing on the date the Partnership or the New Purchaser delivers to all of the Buyers the Notice of Issuance (the " Issuance Ten Day Period "), the Buyers shall have the option to purchase up to all of the Issued Interests for the same type and amount per Issued Interest of cash br non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price and upon the same terms and conditions specified in the Notice of Issuance. Each Buyer electing to purchase Issued Interests must give written notice of its election to the deliverer of the Notice of Issuance prior to the expiration of the Issuance Ten Day Period.

(iii)        Each Buyer shall have the right to purchase from the New Purchaser up to that percentage of the Issued Interests equal to the Proportionate Share held by such Buyer immediately prior to the issuance of the Issued Interests.

(iv)         Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Issued Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Issued Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Issued Interests by so indicating in their written notice given during the Issuance Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Issued Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves.

(v)          Any Issued Interests that have not been purchased by the Buyers pursuant to the foregoing provisions shall remain owned by the New Purchaser.

(vi)         Notwithstanding anything in this clause (h) to the contrary, in the event the Buyers elect, within the Issuance Ten Day Period, to purchase less than all of the Issued Interests then, in lieu of the Buyers purchasing Issued Interests from the New Purchaser, General Partner may elect to issue directly to such Buyers, for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price, an equivalent amount of additional securities that are identical to the Issued Interests in all material respects.

Section 9.2        Transfers. No Limited Partner may assign or transfer all or any part of its Limited Partnership Interest to any Person, except in compliance with the following:

(a)           Right of First Refusal . In the event that a Limited Partner (a " Selling Party ") proposes to transfer all or a portion of its Limited Partnership Interest to any third party, other than in accordance with Section 9.2(c) or (d), pursuant to a bona fide offer, such Selling Party will provide notice of such proposed transfer (including the identity of the proposed purchaser of such interest, the amount of interests proposed to be transferred and the proposed terms thereof) (the " Transfer Notice "), at least fifteen (15) Business Days prior to the proposed transfer, to each other Limited Partner, whereupon each other Limited Partner shall have the right to purchase, at the same price and upon the same terms and conditions set forth in the Transfer Notice, a pro rata portion of such interest based upon such Limited Partner's portion of the Percentage Interests held by all Limited Partners other than the Selling Party. In the event a Selling Party proposes to transfer Limited Partnership Interests in a transaction whereby Limited

Partnership Interests shall be sold to the transferee on a delayed or continuous basis (a " Continuous Transfer "), the Transfer Notice relating to such transaction shall be delivered at least fifteen (15) Business Days prior to the first proposed transfer of Limited Partnership Interests under the terms of the transaction (the " Initial Transfer ") and no additional Transfer Notice shall be delivered with respect to subsequent transfers of Limited Partnership Interests pursuant to the same transaction. Except as set forth in the next sentence, the purchase price shall be payable in cash. In the event that the Transfer Notice specifies the payment of consideration other than cash, the purchase price for purposes of this Section 9.2(a) shall either be (x) the cash equivalent of such consideration, determined by the General Partner in good faith or (y) to th