EXHIBIT 10.18
VOTING AGREEMENT
This VOTING AGREEMENT (this "Voting Agreement"), dated as of
November
12, 2004, is entered into by and among
those stockholders of Mobile Satellite
Ventures GP Inc., a Delaware corporation
("General Partner") and General
Partner of Mobile Satellite Ventures LP, a
Delaware limited partnership ("MSV
LP"), listed on Schedule I hereto (each
individually, a "Stockholder," and
collectively, the "Stockholders")).
RECITALS
WHEREAS, each Stockholder owns shares of common stock, par value
$0.01
per share, of General Partner (the
"Shares"), as well as units of limited
partnership interest of MSV LP;
WHEREAS, MSV LP and General Partner have entered into purchase
agreements (the "Purchase Agreements") with
Motient Ventures Holding
Inc.("Motient") and certain other
purchasers (collectively, the "Purchasers"),
pursuant to which the Purchasers will make
an equity investment in MSV LP and
General Partner (the "Equity
Investments");
WHEREAS, in connection with the Equity Investments, General
Partner,
the Stockholders, and Motient are entering
into that certain Amended and
Restated Stockholders' Agreement, dated as
of November 12, 2004 (the "GP
Stockholders' Agreement");
WHEREAS, in connection with the Equity Investments and the
concurrent
execution of the GP Stockholders'
Agreement, the Stockholders wish to enter
into this Voting Agreement to memorialize
their understandings and agreements
regarding the manner in which the
Stockholders will vote with respect to
certain matters.
NOW, THEREFORE, in consideration of the agreements contained
herein
and for other good and valuable
consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties
to this Voting Agreement hereby agree
as follows:
ARTICLE I Defined
Terms
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Section 1.01. Definitions. The terms defined in this Article I
shall,
for the purposes of this Voting Agreement,
have the meanings herein specified.
In addition, any capitalized terms used in
this Voting Agreement but not
defined herein shall have the meanings
given such term in the GP Stockholders'
Agreement.
"Affiliate" means any person or entity that directly or
indirectly
controls, is controlled by, or is under
common control with, the specified
person or entity. As used in this
definition, the term "control" means the
possession, directly or indirectly, of the
power to direct or cause the
direction of the management and policies of
an entity, whether through
ownership of voting securities, by contract
or otherwise.
"Board" means General Partner's Board of Directors.
"Columbia Group" means the entities listed under the caption
"Columbia
Group" in Schedule I, as well as any
subsequent owner of Shares or Units owned
by the Columbia Group as of the date of
this Agreement, where such Shares or
Units are transferred to such subsequent
owner in accordance with the terms of
Section 2.03 of this Agreement.
"Equity Investments" has the meaning given to such term in the
Recitals.
"General Partner" has the meaning given to such term in the
Preamble.
"GP Stockholders' Agreement" has the meaning given to such term in
the
Recitals.
"Investor Group" means each of the following: (i) the TMI Group;
(ii)
the MSV Investors Group; (iii) the
Telcom/Columbia/Spectrum Group, and (iv) the
Motient Group.
"Major Transaction" means (a) the merger or consolidation of MSV LP
or
General Partner into or with another
corporation in which the limited partners
of MSV LP or the stockholders of General
Partner, as applicable, and the
Affiliates of such limited partners or
stockholders immediately preceding such
merger or consolidation (solely by virtue
of their units, shares or other
equity interests of MSV LP or General
Partner, as applicable) shall own less
than 51% of the outstanding voting
securities of the surviving corporation; (b)
the sale, transfer or lease (but not
including a transfer or lease by pledge or
mortgage to a bona fide lender for so long
as such lender has no right to
accelerate the maturity of the indebtedness
to which such pledge or mortgage
relates), whether in a single transaction
or pursuant to a series of related
transactions or plan, of all or
substantially all the assets of MSV LP or
General Partner, which assets shall include
for these purposes 50% or more of
the outstanding voting capital stock of any
subsidiaries of MSV LP or General
Partner, as applicable, the assets of which
constitute all or substantially all
the assets of MSV LP or General Partner and
its subsidiaries taken as a whole;
(c) the sale, transfer or lease (but not
including a transfer or lease by
pledge or mortgage to a bona fide lender
for so long as such lender has no
right to accelerate the maturity of the
indebtedness to which such pledge or
mortgage relates), whether in a single
transaction or pursuant to a series of
related transactions, of all or
substantially all the assets of subsidiaries of
MSV LP or General Partner, the assets of
which constitute all or substantially
all of the assets of MSV LP or General
Partner, as applicable, and its
subsidiaries taken as a whole; or (d) the
liquidation, dissolution or winding
up MSV LP or General Partner or of such of
MSV LP's or General Partner's
subsidiaries, as applicable, the assets of
which constitute all or
substantially all of the assets of the
business of MSV LP or General Partner,
as applicable, and its subsidiaries taken
as a whole, whether voluntarily or
involuntarily.
"Motient" has the meaning given to such term in the Recitals.
"Motient Group" means Motient and any other Affiliate of Motient
that
owns Shares or Units, as well as any
subsequent owner of Shares or Units owned
by the Motient Group as of the date of this
Agreement.
"MSV Investors Group" means the entities listed under the caption
"MSV
Investors Group" in Schedule I, as well as
any subsequent owner of Shares or
Units owned by the MSV Investors Group as
of the date of this Agreement, where
such Shares or Units are transferred to
such subsequent owner in accordance
with the terms of Section 2.03 of this
Agreement.
"MSV LP" has the meaning given to such term in the Preamble.
"Parent Transfer/Drag Along Agreement" means that certain Amended
and
Restated Parent Transfer/Drag Along
Agreement, dated as of August 21, 2003, by
and among MSV LP, General Partner, Motient
Corporation, Motient Ventures
Holding Inc., TMI Communications and
Company, Limited Partnership, TMI
Communications Delaware, Limited
Partnership, and the Investor Parents (as
defined therein), as amended.
"Partnership Agreement" means that certain Amended and Restated
Limited Partnership Agreement of MSV LP,
dated as of November 12, 2004, as
amended from time to time, by and among
General Partner and the limited
partners named therein.
"Purchase Agreements" has the meaning given to such term in the
Recitals.
Purchasers" has the meaning given to such term in the Recitals.
"Shares" has the meaning given to such term in the Recitals.
"Spectrum Group" means the entities listed under the caption
"Spectrum
Group" in Schedule I, as well as any
subsequent owner of Shares or Units owned
by the Spectrum Group as of the date of
this Agreement, where such Shares or
Units are transferred to such subsequent
owner in accordance with the terms of
Section 2.03 of this Agreement.
"Telcom Group" means the entities listed under the caption
"Telcom
Group" in Schedule I, as well as any
subsequent owner of Shares or Units owned
by the Telcom Group as of the date of this
Agreement, where such Shares or
Units are transferred to such subsequent
owner in accordance with the terms of
Section 2.03 of this Agreement.
"Telcom/Columbia/Spectrum Group" means, collectively, the
Telcom
Group, the Columbia Group, and the Spectrum
Group.
"TMI Group" means the entities listed under the caption "TMI Group"
in
SCHEDULE I, as well as any subsequent owner
of Shares or Units owned by the TMI
Group as of the date of this Agreement,
where such Shares or Units are
transferred to such subsequent owner in
accordance with the terms of Section
2.03 of this Agreement.
"Unit" means a unit of limited partnership interest in MSV LP with
the
rights and privileges specified in the
Partnership Agreement.
ARTICLE II Voting Agreements
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Section 2.01. Voting of Shares and Units. To the extent the
Stockholders are entitled or required to
vote their Shares or Units with
respect to any of the following actions
(whether pursuant to law or agre
