AMENDMENT AGREEMENT NO.1 TO MSV CANADA SHAREHOLDERS AGREEMENT

Exhibit 10.1

AMENDING AGREEMENT NO. 1

TO MSV CANADA SHAREHOLDERS AGREEMENT

THIS AGREEMENT (herein referred to as “Amending Agreement No. 1”), dated as of October 6, 2006 by and among TMI Communications and Company, Limited Partnership (“TMI”), a limited partnership formed under, and governed by, the laws of the Province of Quebec; Mobile Satellite Ventures (Canada) Inc. (“Canadian License Co.”), a corporation incorporated under the laws of the Province of Ontario; Mobile Satellite Ventures Holdings (Canada) Inc. (“Holdco”), a corporation incorporated under the laws of the Province of Ontario; and Mobile Satellite Ventures LP (“Newco”), a limited partnership governed by the laws of the State of Delaware.

WHEREAS, TMI, Holdco, Canadian License Co. and Newco are the parties to a shareholders agreement dated as of November 26, 2001 (the “Shareholders Agreement”) relating to the affairs of Holdco and Canadian License Co.;

WHEREAS, the parties to the Shareholders Agreement desire to amend the Shareholders Agreement as hereinafter set forth;

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

““Canadian Communications Statutes” means, collectively, the Radiocommunication Act (Canada) and the Telecommunications Act (Canada), and any regulations made thereunder or under any successor legislation, all as the same may be amended from time to time;”;

““Subsidiary” has the meaning set out in the Act;”;

“Except as otherwise contemplated by this Agreement or required by applicable law, each decision of the Holdco Board or the Canadian License Co. Board will be decided by a simple majority of directors, provided that the written consent of Newco will also be required for any of the following actions to be taken by the Holdco Board and Holdco, or by the Canadian License Co. Board and Canadian License Co., as the case may be:”;

For so long as BCE Inc. (“BCE”) and its Subsidiaries collectively own a majority of the outstanding Holdco Common Shares (the “BCE Ownership Condition”), BCE shall be entitled to designate one director and one observer to the board of directors (the “GP Board”) of Mobile Satellite Ventures GP Inc. (“GP”). During the period in which BCE is entitled to designate a director and an observer as contemplated by the preceding sentence: (i) Skyterra Communications Inc. (“Skyterra”) and GP agree to cause to be elected to the GP Board, BCE’s initial designee as a director (namely Ted Ignacy) and to replace him with successor designees only in accordance with BCE’s instructions from time to time and the procedures set out below in this Section 5.10 and to allow BCE’s observer (initially being Scott Thomson) to attend meetings of the GP Board and receive all material distributed to directors in connection therewith; and (b) Skyterra and GP will ensure that no BCE designee under this Section 5.10 is removed from the GP Board without BCE’s prior written consent, except where the BCE Ownership Condition shall no longer be satisfied or except as otherwise required by Delaware law. Following the election of BCE’s initial designee as a director to the GP Board, Skyterra and GP shall cause any individual designated by BCE from time to time as replacements to the initial designee or any subsequent

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designees who are elected to the GP Board, to be appointed to the GP Board in accordance with the following procedure.

If BCE desires to replace its director or observer on the GP Board that were previously designated by BCE in accordance with the provisions hereof, it shall give written notice (the “Replacement Notice”) to Newco, GP and Skyterra of the proposed replacement(s), providing such information in reasonable detail as to the identity and background of such individual as will enable Skyterra, acting reasonably, to determine if such individual (in the case of the individual designated as BCE’s director) meets the qualifications of good standing in the business community and has the requisite expertise to serve as a director of GP.

Upon receipt of the Replacement Notice for BCE’s director, GP shall: (i) promptly call a shareholder meeting to be held within 15 days of receipt of such Replacement Notice at which meeting the proposed replacement designee shall be elected to the GP Board; or (ii) failing the calling of a meeting, the GP shareholders shall act by written consent to the extent permitted by law in order to cause the replacement designee specified in the Replacement Notice to be elected to the GP Board within 15 days of receipt of such Replacement Notice. Notwithstanding the foregoing, at any time prior to: (i) such shareholder meeting or action by written consent in the case of the BCE director; or (ii) the attendance of BCE’s designated observer at the first meeting of the GP Board following Skyterra’s receipt of the Replacement Notice, Skyterra shall have the right, acting reasonably and based on reasonable grounds, to refuse a proposed replacement designee by written notice to BCE, whereupon the proposed replacement designee shall be withdrawn by BCE, and Newco, GP and Skyterra, in the case of a replacement of the BCE director, shall cause the meeting of shareholders to be postponed for thirty days or the action by written consent to be delayed for thirty days. Following such refusal, the procedure described above for the nomination by BCE of a replacement designee shall be repeated. Skyterra shall not be entitled to refuse more than one proposed designee of BCE as a director or observer during any given calendar year.”;

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