EXHIBIT 10.3
AMENDMENT NO. 4 TO
AMENDED AND
RESTATED
STOCKHOLDERS’
AGREEMENT
THIS AMENDMENT NO. 4
(this “ Amendment
”) to the Amended and Restated Stockholder’s Agreement,
dated as of November 12, 2004 of Mobile Satellite Ventures GP
(“ MSV GP ”), as amended from time to time (the
“ Agreement ”) is hereby adopted by the
stockholders of MSV GP 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 Shares
(as such terms are defined in the Agreement);
WHEREAS , the Stockholders executing this Amendment, who
together hold a majority of the Shares, wish to amend the Agreement
as set forth herein, which amendment shall be effective as to all
Stockholders 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. Deletion of
Section 3(k). Paragraph (k) of Clause 3 of the Agreement
is hereby deleted in its entirety.
2. Amendment of
Section 7. Clause 7
of the Agreement is hereby amended to read in its entirety as
follows:
“ Transfer of Shares .
Following the direct or indirect transfer, pledge, mortgage or
disposition of, either voluntarily or involuntarily (a “
Transfer ”), any Shares by any Stockholder, such
Shares shall remain subject to the provisions of this Agreement,
and the transferee shall execute and deliver to General Partner a
written agreement to be bound by this Agreement in form and
substance reasonably satisfactory to General Partner.
Notwithstanding the foregoing, except as set forth in
Section 2(b)(i) with respect to Transfers to an Investor Group
Assignee, in connection with transfers of Limited Partnership
Interests pursuant to Sections 8.2(c) or (d) of this
Agreement, no transferee shall have the right to designate
directors pursuant hereto.”
2. Effect of
Amendment. All the
provisions of this Amendment shall be deemed to be incorporated in,
and made a part of, the Agreement; and the Agreement, as
supplemented and amended by this Amendment, shall be read, taken
and construed as one and the same instrument, and except as
expressly amended hereby, the terms and conditions of the Agreement
shall continue in full force and effect. All references to
