Harbinger Capital Partners Master Fund I, Ltd. Harbinger Capital Partners Special Situations Fund, L.P. Harbinger Capital Partners Fund I, L.P. Harbinger Co-Investment Fund, L.P. New York, NY 10022
Harbinger
Capital Partners Master Fund I, Ltd.
Harbinger
Capital Partners Special Situations Fund, L.P.
Harbinger
Capital Partners Fund I, L.P.
Harbinger
Co-Investment Fund, L.P.
000
Xxxxxxx Xxxxxx, 00xx Floor
New
York,
NY 10022
August
22, 2008
SkyTerra
Communications, Inc.
Mobile
Satellite Ventures Subsidiary LLC
Mobile
Satellite Ventures L.P.
00000
Xxxxxxxxx Xxxxxxxxx
Reston,
VA 20191
Attention:
General Counsel
Gentlemen:
Reference
is made to that certain Master Contribution and Support Agreement, dated as
of
July 24, 2008 (the “MCSA”)
by and
among (i) HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, an exempted company
organized under the Laws of the Cayman Islands ("Harbinger
Master"),
(ii)
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited
partnership ("Harbinger
Special"),
(iii)
HARBINGER CAPITAL PARTNERS FUND I, L.P., a Delaware limited partnership
("Harbinger
Fund"),
(iv)
HARBINGER CO-INVESTMENT FUND, L.P., a Delaware limited partnership (the
"Harbinger
Satellite Fund",
and
together with Harbinger Master, Harbinger Special and Harbinger Fund,
"Harbinger"),
(v)
SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the "Company"),
(vi)
MOBILE SATELLITE VENTURES SUBSIDIARY LLC, a Delaware limited liability company
("MSV
LLC"),
and
(vii) MOBILE SATELLITE VENTURES L.P., a Delaware limited partnership
("MSV").
Capitalized terms used in this letter agreement (this “Letter
Agreement”)
and
not otherwise defined shall have the meanings accorded them in the
MCSA.
In
consideration of the mutual covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, each of the Parties hereby agrees as follows.
The
undersigned shall, as promptly as practicable, take all actions necessary to
consummate the actions set forth herein, including to amend the MCSA in
accordance with Section 21.10 thereof, and to amend the Registration Rights
Agreement in accordance with Section 5.7(b) thereof, as applicable, in order
to
reflect the matters set forth in Sections 1-3 below.
1. TVCC.
The
MCSA and all exhibits, schedules and other documents to be delivered in
connection with the consummation of the transactions contemplated thereby,
shall
each be amended such that TVCC, the TVCC Contribution Closing, and all
references, terms, conditions, representations, warranties, covenants,
liabilities or other obligations of the Parties with respect thereto, including
without limitation the transfer of all of the TVCC LLC Interests from Harbinger
Master and Harbinger Special to the Company in exchange for shares of Voting
Common Stock in accordance with Section 2.1(c) of the MCSA, shall be deleted
from the MCSA and all exhibits, schedules and other documents to be delivered
in
connection with the consummation of the transactions contemplated thereby.
2. Termination
Fee.
As
consideration for the amendment to the MCSA as set forth in Section 1 of this
Letter Agreement, on the Closing Date, the Company shall issue to Harbinger
10,300,000 fully-paid, non-assessable shares of Voting Common
Stock.
3. Registration
Rights Agreement.
As
promptly as practicable, the Parties shall take all actions necessary to amend
the definition of “Registrable Shares” in the Registration Rights Agreement to
include the shares of Voting Common Stock to be issued to Harbinger pursuant
to
Section 2 hereof.
Except
as
expressly amended and modified in accordance with the terms of this Letter
Agreement, the MCSA and the Registration Rights Agreement shall each remain
unchanged and in full force and effect and are hereby ratified and confirmed
in
all respects.
This
Letter Agreement, together with the MCSA, the Stock Purchase Agreement, the
Securities Purchase Agreement, the Registration Rights Agreement, the Consulting
Agreement, the Confidentiality Agreement and the Confidentiality Side Letter
(together with the schedules and exhibits thereto and the other documents
delivered or to be delivered in connection herewith and therewith), constitutes
the entire agreement among the Parties hereto, and supersedes all prior
agreements and contemporaneous, arrangements, covenants, promises, conditions,
undertakings, inducements, representations, warranties and negotiations,
expressed or implied, oral or written, between the Parties, with respect to
the
subject matter hereof.
This
Letter Agreement shall be governed by and construed in accordance with the
laws
of the State of New York applicable to contracts made and performed in such
state and without regard to the conflicts or choice of law provisions thereof
that would give rise to the application of the domestic substantive law of
any
other jurisdiction.
This
Letter Agreement may be executed in several counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
Letter Agreement. Facsimile and electronic signatures on this Letter Agreement
shall be deemed original signatures.
IN
WITNESS WHEREOF, the
Parties have duly executed this Letter Agreement as of the date and year first
above written.
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HARBINGER
CAPITAL PARTNERS MASTER FUND I, LTD.
By:
Harbinger Capital Partners Offshore Manager, LLC, as investment
manager
By:
/s/
Xxxxxxx X. Xxxxx,
Xx.
Name:
Xxxxxxx
X. Xxxxx, Xx.
Title: Executive
Vice President
HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
By:
Harbinger Capital Partners Special Situations GP, LLC, as general
partner
By:
/s/ Xxxxxxx X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.
Title: Executive
Vice President
HARBINGER
CAPITAL PARTNERS FUND I, L.P.
By:
Harbinger Capital Partners GP, LLC, as general partner
By:
/s/ Xxxxxxx X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.
Title: Executive
Vice President
XXXXXXXXX
CO-INVESTMENT FUND, L.P.
By:
Harbinger Co-Investment GP, LLC, as general partner
By: HMC
- New York, Inc., as managing member
By:
/s/ Xxxxxxx X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.
Title: Executive
Vice President
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SKYTERRA
COMMUNICATIONS, INC.
By:
/s/
Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Chief
Financial Officer
MOBILE
SATELLITE VENTURES SUBSIDIARY LLC
By:
/s/ Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Chief
Financial Officer
MOBILE
SATELLITE VENTURES L.P.
By:
/s/ Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Chief
Financial Officer
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