EXHIBIT O
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 Xxxxx
Xxx Xxxx, XX 00000
August 22, 2008
SkyTerra Communications, Inc.
Mobile Satellite Ventures Subsidiary LLC
Mobile Satellite Ventures L.P.
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
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.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Parties have duly executed this Letter Agreement as
of the date and year first above written.
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
By: Harbinger Capital Partners Offshore
Manager, LLC, as investment manager
By:
-------------------------
Name:
Title:
HARBINGER CAPITAL PARTNERS SPECIAL
SITUATIONS FUND, L.P.
By: Harbinger Capital Partners Special
Situations GP, LLC, as general partner
By:
-------------------------
Name:
Title:
HARBINGER CAPITAL PARTNERS FUND I, L.P.
By: Harbinger Capital Partners GP, LLC,
as general partner
By:
-------------------------
Name:
Title:
HARBINGER CO-INVESTMENT FUND, L.P.
By: Harbinger Co-Investment GP, LLC,
as general partner
By: HMC - New York, Inc., as managing member
By:
-------------------------
Name:
Title:
SKYTERRA COMMUNICATIONS, INC.
By:
-------------------------
Name:
Title:
MOBILE SATELLITE VENTURES SUBSIDIARY LLC
By:
-------------------------
Name:
Title:
MOBILE SATELLITE VENTURES L.P.
By:
-------------------------
Name:
Title:
SK 03773 0003 913841
