SECONDAMENDMENT TO THE MASTER CONTRIBUTION AND SUPPORTAGREEMENT

 

 

 

 

 

This SECOND AMENDMENT TO THE MASTER CONTRIBUTION AND SUPPORT AGREEMENT (the “Second Amendment”) is entered into as of January 7, 2009 (the “Second Amendment Effective Date”), by and between SkyTerra Communications, Inc., a Delaware corporation (the "Company"), SkyTerra LP (formerly known as Mobile Satellite Ventures L.P.), a Delaware limited partnership, SkyTerra Subsidiary LLC (formerly known as Mobile Satellite Ventures Subsidiary LLC), a Delaware limited liability company, Harbinger Capital Partners Master Fund I, Ltd., an exempted company under the laws of the Cayman Islands, Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership, Harbinger Capital Partners Fund I, L.P., a Delaware limited partnership, and Harbinger Co-Investment Fund, L.P., a Delaware limited partnership.  Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Harbinger Capital Partners Fund I, L.P., and Harbinger Co-Investment Fund, L.P. are collectively referred to herein as "Harbinger".

 

Recitals

 

A.  WHEREAS, the Parties entered into that certain Master Contribution and Support Agreement dated as of July 24, 2008, as amended by the letter agreement dated August 22, 2008 (the “MSCA”); and

 

B.       WHEREAS, the Parties desire to amend certain provisions of the MCSA all on the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

 

1.           Amendment of the MCSA.

 

The Parties hereby agree to amend the terms of the MCSA as provided below, effective as of the Second Amendment Effective Date.  To the extent that the MCSA is explicitly amended by this Second Amendment, the terms of this Second Amendment will control.  Where the MCSA is not explicitly amended, the terms of the MCSA will remain in full force and effect.  Capitalized terms used in this Second Amendment that are not otherwise defined herein shall have the same meanings ascribed to them in the MCSA.

 

2.           Amendments to Section 16.1

 

2.1         Clause (c) of Section 16.1 is hereby amended in its entirety to read as follows:

 

 

 

2.2           Clause (j) of Section 16.1 is hereby amended by deleting the reference to "$1,660,000,000" in the penultimate line thereof, and inserting "$1,680,000,000" in lieu thereof.

 

3.           Full Force and Effect.  This Second Amendment amends the terms of the MCSA and is deemed incorporated into, and governed by all other terms of, the MCSA.  Except as set forth in Section 2 hereof, the provisions of the MCSA, as amended by this Second Amendment, remain in full force and effect.

 

4.           Further Actions.  Each Party shall execute, acknowledge and deliver such further instruments, and do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Second Amendment.

 

5.           Counterparts.  This Second Amendment may be signed in counterparts, each and every one of which shall be deemed an original, notwithstanding variations in format or file designation, which may result from the electronic transmission, storage and printing of copies of this Second Amendment from separate computers or printers.  Facsimile signatures shall be treated as original signatures.

 

Signature Page Follows

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed by their duly authorized representatives as of the Second Amendment Effective Date.

 

 

 

 

 

 

 

 

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