Exhibit 10.5
Pledge Release
Agreement
This PLEDGE RELEASE AGREEMENT (this
“ Agreement ”), dated as of October 6,
2006, is entered into by and among TMI COMMUNICATIONS DELAWARE,
LIMITED PARTNERSHIP, a limited partnership organized under the laws
of the State of Delaware (“ Pledgor ”), and the
parties listed on Schedule 1 attached hereto (each
individually, together with its successors and assigns, a “
Secured Party ” and collectively, the “
Secured Parties ”) and MOBILE SATELLITE VENTURES LP, a
limited partnership organized under the laws of the State of
Delaware, in its capacity as security agent on behalf of itself and
the other Secured Parties (the “ Security Agent
”). Unless otherwise defined herein, all capitalized terms
used herein shall have the same meaning as in the Pledge Agreement
(as hereinafter defined).
WHEREAS, the Pledgor, TMI
Communications and Company, Limited Partnership , the
Secured Parties and the Security Agent entered into a Pledge and
Guarantee Agreement dated as of November 26, 2001, as
amended (the “ Pledge Agreement ”);
and
WHEREAS, the parties to this
Agreement desire to terminate the Pledge Agreement and release all
of the Collateral thereunder.
NOW THEREFORE in accordance with
Section 16 of the Pledge Agreement and in consideration of the
agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the undersigned, the parties to this
Agreement hereby agree as follows:
Section 1. Termination of Pledge
Agreement and Related Matters .
(a) The Pledge Agreement is hereby
terminated and the Secured Parties and the Security Agent hereby
relinquish all of their rights thereunder, including without
limitation all of their rights in the Collateral and all of their
rights under the Guarantee.
(b) The Secured Parties and the
Security Agent shall return promptly after the date hereof, to
Pledgor, all of the securities and other property that immediately
prior to effectiveness of this Agreement had constituted the
Coll
