-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QXUkYaaa8mdFYPQTnNp20JHQXkNfg10X4P1IQGlJdubss/VhorO8nOhUodtOrOPx fICBbVBMhWNABNBpvSDlDg== 0000919574-08-005122.txt : 20080917 0000919574-08-005122.hdr.sgml : 20080917 20080916192512 ACCESSION NUMBER: 0000919574-08-005122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080917 DATE AS OF CHANGE: 20080916 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SKYTERRA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000756502 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 232368845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36742 FILM NUMBER: 081075076 BUSINESS ADDRESS: STREET 1: 10802 PARKRIDGE BOULEVARD CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-390-1899 MAIL ADDRESS: STREET 1: 10802 PARKRIDGE BOULEVARD CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: RARE MEDIUM GROUP INC DATE OF NAME CHANGE: 19990414 FORMER COMPANY: FORMER CONFORMED NAME: ICC TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL COGENERATION CORP DATE OF NAME CHANGE: 19891005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 SC 13D/A 1 d917402_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6) Skyterra Communications, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Voting Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 83087K107 - -------------------------------------------------------------------------------- (CUSIP Number) William R. Lucas, Jr. 2100 Third Avenue North, Suite 600 Birmingham, Alabama 35203 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 12, 2008 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Master Fund I, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 23,204,396 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 23,204,396 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,204,396 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Offshore Manager, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 23,204,396 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 23,204,396 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,204,396 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC Investors, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 23,204,396 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 23,204,396 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,204,396 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Special Situations Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 11,744,822 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 11,744,822 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,744,822 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Special Situations GP, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 11,744,822 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 11,744,822 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,744,822 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC - New York, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 12,761,778 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 12,761,778 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,761,778 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbert Management Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Alabama NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 12,761,778 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 12,761,778 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,761,778 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip Falcone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 35,966,174 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 35,966,174 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,966,174 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.5% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Raymond J. Harbert 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 35,966,174 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 35,966,174 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,966,174 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.5% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 83087K107 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael D. Luce 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 35,966,174 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 35,966,174 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,966,174 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.5% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 83087K107 --------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JANUARY 7, 2008. - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) This Schedule 13D/A is being filed by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund"), Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Fund ("HCPSS"), HMC - New York, Inc., the managing member of HCPSS ("HMCNY"), Harbert Management Corporation ("HMC"), the parent of HMCNY, Philip Falcone, a member of HMC Investors, a shareholder of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert, a member of HMC Investors and a shareholder of HMC, and Michael D. Luce, a member of HMC Investors and a shareholder of HMC (each of the Master Fund, Harbinger Management, HMC Investors, HMC, Special Fund, HCPSS, HMCNY, Philip Falcone, Raymond J. Harbert and Michael D. Luce may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons"). The Master Fund is a Cayman Islands corporation with its principal business address at c/o International Fund Services (Ireland) Limited, Third Floor, Bishop's Square, Redmond's Hill, Dublin 2, Ireland. Each of Harbinger Management, HMC Investors and HCPSS is a Delaware limited liability company. The Special Fund is a Delaware limited partnership. HMC is an Alabama corporation. HMCNY is a New York corporation. Each of Philip Falcone, Raymond J. Harbert and Michael D. Luce is a United States citizen. The principal business address for each of the Special Fund, HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue, 16th Floor, New York, New York 10022. The principal business address for each of Harbinger Management, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203. (d, e) NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JANUARY 7, 2008. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof the Master Fund may be deemed to beneficially own 23,204,396 Shares. As of the date hereof Harbinger Management may be deemed to beneficially own 23,204,396 Shares. As of the date hereof HMC Investors may be deemed to beneficially own 23,204,396 Shares. As of the date hereof the Special Fund may be deemed to beneficially own 11,744,822 Shares. As of the date hereof HCPSS may be deemed to beneficially own 11,744,822 Shares. As of the date hereof HMCNY may be deemed to beneficially own 12,761,778 Shares. As of the date hereof HMC may be deemed to beneficially own 12,761,778 Shares. As of the date hereof Philip Falcone may be deemed to beneficially own 35,966,174 Shares. As of the date hereof Raymond J. Harbert may be deemed to beneficially own 35,966,174 Shares. As of the date hereof Michael D. Luce may be deemed to beneficially own 35,966,174 Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON AUGUST 25, 2008 IS AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF: The Reporting Persons have entered into an agreement to acquire additional securities of the Issuer for investment. Other than as expressly set forth in Item 4 and Item 6 herein, the Reporting Persons have no plans or proposals as of the date of this filing which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. On September 12, 2008, Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund") and Harbinger Special Situations Fund, L.P. (the "Special Fund" and, together with the Master Fund, "Harbinger") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Motient Ventures Holdings Inc. ("Motient"), pursuant to which Harbinger agreed to purchase from Motient 23,376,074 shares (the "Initial Purchased Shares") of non-voting common stock, par value $0.01 per share of the Issuer (the "Non-Voting Common Stock"), for an aggregate purchase price of $97,010,707 (the "Purchase Price"). The Purchase Price paid by Harbinger for the Initial Purchased Shares represents a price of $4.15 per Purchased Share. The transactions contemplated by the Stock Purchase Agreement closed on September 12, 2008 (the "Closing Date"). Additionally, pursuant to an option granted to Harbinger in the Stock Purchase Agreement to purchase from Motient additional shares of Non-Voting Common Stock on or before September 18, 2008, Harbinger purchased an additional 250,000 shares (the "Additional Shares", and together with the Initial Purchased Shares, the "Purchased Shares") of Non-Voting Common Stock on September 16, 2008, for an aggregate purchase price of $1,037,500, on the same terms and subject to the same conditions as the purchase of the Initial Purchased Shares pursuant to the Stock Purchase Agreement and the Pledge Agreement. The purchase price paid by Harbinger for the Additional Shares represents a price of $4.15 per Additional Share, and the closing of the purchase of the Additional Shares occurred on September 16, 2008. In exchange for the aggregate purchase price paid by Harbinger for the Purchased Shares, Motient delivered or agreed to deliver (i) to Harbinger, all instruments reasonably necessary to indefeasibly transfer to Harbinger 15,719,337 of the Initial Purchased Shares and (ii) to Goldberg, Godles, Wiener & Wright, in its capacity as Collateral Agent (the "Collateral Agent") under the Pledge Agreement among Harbinger, Motient and the Collateral Agent and dated September 12, 2008 (the "Pledge Agreement"), certificates representing 7,656,737 of the Initial Purchased Shares and 250,000 of the Additional Shares (collectively, the "Remaining Shares"), together with signed stock powers and other instruments executed in blank to permit the Collateral Agent to effect the delivery and transfer of the Remaining Shares in accordance with the terms of the Stock Purchase Agreement and the Pledge Agreement. Of the 15,719,337 Initial Purchased Shares purchased by Harbinger, 7,302,696 were purchased by the Master Fund and 8,416,641 were purchased by the Special Fund. In accordance with the terms of the Stock Purchase Agreement and the Pledge Agreement, the Remaining Shares, together with other securities or other property (other than ordinary cash dividends) delivered to the Collateral Agent as a result of any split, combination or reclassification of the Non-Voting Common Stock effected by the Issuer or any dividend declared by the Issuer (any such securities or other property, together with the Remaining Shares, the "Pledged Property"), will be held as pledged property by the Collateral Agent, for the benefit of Harbinger. The Collateral Agent shall transfer and deliver the Pledged Property to (i) Harbinger or its designee in the event Harbinger has obtained any necessary approvals from the Federal Communications Commission (the "FCC") with respect to Harbinger's pending application seeking authority to own up to 100% of the Common Stock of the Issuer (the "FCC Consent"), (ii) Harbinger or its designee in the event the Collateral Agent has determined that the FCC Consent is no longer required in order for such transfer and delivery to comply with the Communications Act of 1934, or (iii) a third party pursuant to a sale of the Pledged Property, with the proceeds of such sale to be remitted to Harbinger, in the event Harbinger is unable to obtain the FCC Consent, or has determined not to seek or abandoned efforts to seek the FCC Consent. The date upon which the Collateral Agent transfers and delivers the Pledged Property to Harbinger or a third party is referred to as the "Final Settlement Date". Until the Final Settlement Date, (i) title to the Pledged Property will remain vested solely in Motient and the Pledged Property will remain registered on the books of the Issuer in the name of Motient or its respective nominees, (ii) Motient will have the right to vote the Remaining Shares and other voting securities included within the Pledged Property, and (iii) Motient will have the right to receive and retain any cash dividends declared or paid by the Issuer with respect to the Remaining Shares or other securities included within the Pledged Property. Motient has agreed to vote the Purchased Shares in favor of the proposed amendment to the Issuer's certificate of incorporation in order to increase the number of shares of Non-Voting Common Stock authorized for issuance from 100,000,000 to 125,000,000, as set forth in more detail in the Issuer's preliminary proxy statement filed with the Securities Exchange Commission on August 22, 2008. Harbinger disclaims any and all beneficial ownership of the Pledged Property until such time as the Pledged Property is transferred and delivered to Harbinger or one of its affiliates in accordance with the terms of the Pledge Agreement and the Stock Purchase Agreement. In connection with the Stock Purchase Agreement, Harbinger and the Issuer also entered into a letter agreement with respect to the Initial Purchased Shares on the Closing Date, and a letter agreement with respect to the Additional Shares on September 16, 2008 (collectively, the "Letter Agreements"), pursuant to which the Issuer (i) agreed to exchange 67,701 of the Initial Purchased Shares for shares of voting common stock, par value $0.01 per share of the Issuer (the "Voting Shares"), on a one-to-one basis as promptly as practicable after the Closing Date, (ii) agreed to exchange any or all of the remaining Purchased Shares for Voting Shares at any time or from time to time after the Closing Date upon the request of Harbinger (or, with respect to the Remaining Shares, upon the request of the third party purchaser of the Remaining Shares in the event Harbinger is unable to obtain the FCC Consent, or has determined not to seek or abandoned efforts to seek the FCC Consent, and the Remaining Shares are sold to a third party pursuant to the Pledge Agreement), and (iii) consented to the sale of the Purchased Shares by Motient to Harbinger. The Issuer also agreed to amend the Registration Rights Agreement between the Issuer, Mobile Satellite Ventures L.P., Mobile Satellite Ventures Subsidiary LLC, Harbinger, Harbinger Capital Partners Fund I, L.P., and Harbinger Co-Investment Fund, L.P., dated July 24, 2008 (the "Registration Rights Agreement") such that the definition of "Registrable Shares" therein includes the Purchased Shares. In the event Harbinger is unable to obtain the FCC Consent, or has determined not to seek or abandoned efforts to seek the FCC Consent, and some or all of the Remaining Shares are sold to a third party, the Issuer has agreed to enter into a registration rights agreement with such third party providing for a shelf resale registration statement with respect to such Remaining Shares. In accordance with the Letter Agreements, in addition to the 67,701 Initial Purchased Shares to be exchanged for Voting Shares, Harbinger has elected as of the time of this filing to exchange an additional 6,286,214 of the Purchased Shares for Voting Shares. A copy of the Stock Purchase Agreement is filed as Exhibit P hereto and is incorporated herein by reference. A copy of the Pledge Agreement is filed as Exhibit Q hereto and is incorporated herein by reference. A copy of the Letter Agreements are filed as Exhibits R and S hereto and are incorporated herein by reference. The descriptions set forth herein are qualified in their entirety by reference to the Stock Purchase Agreement, the Pledge Agreement and the Letter Agreements. The Reporting Persons reserve the right to be in contact with members of the Issuer's management, the members of the Board of Directors, other significant stockholders and others regarding alternatives that the Issuer could employ to increase stockholder value. The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own. The Reporting Persons reserve the right to act in concert with any other stockholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of actions to the Issuer's management, the Board of Directors, the Issuer's stockholders and others. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 23,204,396 Shares, constituting 41.0% of the Shares of the Issuer, based upon 56,579,846* Shares outstanding as of the date of this filing. The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 23,204,396 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 23,204,396 Shares. The Master Fund specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, Harbinger Management may be deemed to be the beneficial owner of 23,204,396 Shares, constituting 41.0% of the Shares of the Issuer, based upon 56,579,846* Shares outstanding as of the date of this filing. Harbinger Management has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 23,204,396 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 23,204,396 Shares. Harbinger Management specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial owner of 23,204,396 Shares, constituting 41.0% of the Shares of the Issuer, based upon 56,579,846* Shares outstanding as of the date of this filing. HMC Investors has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 23,204,396 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 23,204,396 Shares. HCM Investors specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 11,744,822 Shares, constituting 22.7% of the Shares of the Issuer, based upon 51,847,004* Shares outstanding as of the date of this filing. The Special Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,744,822 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,744,822 Shares. The Special Fund specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 11,744,822 Shares, constituting 22.7% of the Shares of the Issuer, based upon 51,847,004* Shares outstanding as of the date of this filing. HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,744,822 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,744,822 Shares. HCPSS specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, HMCNY may be deemed to be the beneficial owner of 12,761,778 Shares, constituting 24.6% of the Shares of the Issuer, based upon 51,847,004* Shares outstanding as of the date of this filing. HMCNY has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 12,761,778 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 12,761,778 Shares. HMCNY specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, HMC may be deemed to be the beneficial owner of 12,761,778 Shares, constituting 24.6% of the Shares of the Issuer, based upon 51,847,004* Shares outstanding as of the date of this filing. HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 12,761,778 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 12,761,778 Shares. HMC specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 35,966,174 Shares, constituting 59.5% of the Shares of the Issuer, based upon 60,470,272* Shares outstanding as of the date of this filing. Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 35,966,174 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 35,966,174 Shares. Mr. Falcone specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the beneficial owner of 35,966,174 Shares, constituting 59.5% of the Shares of the Issuer, based upon 60,470,272* Shares outstanding as of the date of this filing. Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 35,966,174 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 35,966,174 Shares. Mr. Harbert specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. (a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial owner of 35,966,174 Shares, constituting 59.5% of the Shares of the Issuer, based upon 60,470,272* Shares outstanding as of the date of this filing. Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 35,966,174 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 35,966,174 Shares. Mr. Luce specifically disclaims beneficial ownership of the Escrowed Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) and the Pledged Property (as defined herein) until such time as the Escrowed Property and/or the Pledged Property is delivered and transferred to the Master Fund or the Special Fund. - ------------------------------------------------------------------------- * The number of outstanding shares is based on the 47,956,578 voting shares as reported by the Company as of the date of this filing, adjusted for warrants held by the Reporting Persons. (c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons in the past sixty days are set forth in Exhibit B. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ITEM 6 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON AUGUST 25, 2008 IS AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF: A description of the following document is set forth in response to Item 4 above: (i) Stock Purchase Agreement, dated September 12, 2008, between Harbinger and Motient. (ii) Pledge Agreement, dated September 12, 2008, between Harbinger, Motient and the Collateral Agent. (iii) Letter Agreement, dated September 12, 2008, between Harbinger and the Issuer. (iv) Letter Agreement, dated September 16, 2008, between Harbinger and the Issuer. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A: Exhibit A: Agreement between the Reporting Persons to file jointly Exhibit B: Schedule of Transactions in the Shares of the Issuer Exhibit P: Stock Purchase Agreement, dated September 12, 2008, between Harbinger and Motient Exhibit Q: Pledge Agreement, dated September 12, 2008, between Harbinger, Motient and the Collateral Agent Exhibit R: Letter Agreement, dated September 12, 2008, between Harbinger and the Issuer Exhibit S: Letter Agreement, dated September 16, 2008, between Harbinger and the Issuer SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. - ----------------------------- Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. - ----------------------------- HMC Investors, L.L.C. By: /s/ William R. Lucas, Jr. - ----------------------------- Harbinger Capital Partners Special Situations Fund, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. - ----------------------------- Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. - ----------------------------- HMC - New York, Inc. By: /s/ William R. Lucas, Jr. - ----------------------------- Harbert Management Corporation By: /s/ William R. Lucas, Jr. - ----------------------------- /s/ Philip Falcone - ------------------ Philip Falcone /s/ Raymond J. Harbert - ---------------------- Raymond J. Harbert /s/ Michael D. Luce - ------------------- Michael D. Luce September 16, 2008 Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, Amendment No. 6, dated September 16, 2008 relating to the Voting Common Stock of Skyterra Communications, Inc. shall be filed on behalf of the undersigned. Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. - ----------------------------- Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. - ----------------------------- HMC Investors, L.L.C. By: /s/ William R. Lucas, Jr. - ----------------------------- Harbinger Capital Partners Special Situations Fund, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. - ----------------------------- Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. - ----------------------------- HMC - New York, Inc. By: /s/ William R. Lucas, Jr. - ----------------------------- Harbert Management Corporation By: /s/ William R. Lucas, Jr. - ----------------------------- /s/ Philip Falcone - ------------------ Philip Falcone /s/ Raymond J. Harbert - ---------------------- Raymond J. Harbert /s/ Michael D. Luce - ------------------- Michael D. Luce September 16, 2008 Exhibit B Exhibit B Transactions in the Voting Common Stock --------------------------------------- TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. Date of Number of Shares Price per Share Transaction Purchase/(Sold) 9/12/08 2,774,160 4.15 TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. Date of Number of Shares Price per Share Transaction Purchase/(Sold) 9/12/08 3,579,755 4.15 Transactions in the Series 1-A Warrants --------------------------------------- TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. Date of Number of Shares Price per Share Transaction Purchase/(Sold) None TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. Date of Number of Shares Price per Share Transaction Purchase/(Sold) None Transactions in the Series 2-A Warrants --------------------------------------- TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. Date of Number of Shares Price per Share Transaction Purchase/(Sold) None TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. Date of Number of Shares Price per Share Transaction Purchase/(Sold) None SK 03773 0003 917402 EX-99.P 2 d919105_ex99-p.txt EXHIBIT P EXECUTION COPY STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of September 12, 2008, by and among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., an exempted company organized under the laws of the Cayman Islands ("Harbinger Master"), HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership ("Harbinger Special" and, together with Harbinger Master, "Harbinger"), and MOTIENT VENTURES HOLDING INC., a Delaware corporation (the "Stockholder"). Each of Harbinger Master, Harbinger Special and the Stockholder is hereinafter referred to as a "Party" and collectively as the "Parties." WHEREAS, the Stockholder currently owns 29,926,074 shares (the "Shares") of non-voting common stock, par value $0.01 per share (the "Non-Voting Common Stock"), of SkyTerra Communications, Inc., a Delaware corporation (the "Company"). Except for the Shares, neither the Stockholder nor any of its Affiliates (as hereinafter defined) owns any Equity Security (as hereinafter defined) of the Company or any Subsidiary (as hereinafter defined) of the Company. WHEREAS, the Stockholder wishes to sell the Purchased Shares (as hereinafter defined) to Harbinger and Harbinger wishes to purchase the Purchased Shares from the Stockholder on the terms and conditions set forth in this Agreement. WHEREAS, the Stockholder wishes to sell the Other Shares (as hereinafter defined) to Solus Alternative Asset Management or its affiliates (collectively, "Solus"), Och Ziff Capital Management Group LLC or its affiliates (collectively, "Och Ziff"), Millenium Partners L.P. or its affiliates (collectively, "Millenium") and George Haywood, on the terms and conditions set forth in the Other Purchase Agreements (as hereinafter defined). NOW THEREFORE, 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: ARTICLE 1 DEFINITIONS Section 1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: "Agreement" has the meaning set forth in the preamble. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, neither Harbinger nor any of its Affiliates shall be deemed to be in control of, or otherwise an Affiliate of, the Stockholder or TerreStar Corporation. "Business Day" means any day excluding (i) Saturday, (ii) Sunday and (iii) any day on which banking institutions located in the State of New York are required to be closed for the conduct of regular business. "Closing" has the meaning set forth in Section 2.2. "Closing Date" means a date no later than three Business Days following the satisfaction of the conditions set forth in Section 3.1, as reasonably determined by Harbinger and notified to the Stockholder. "Common Stock" means the Voting Common Stock and the Non-Voting Common Stock. "Communications Act" means the Communications Act of 1933, as amended, and the rules and published policies of the FCC promulgated thereunder. "Company" has the meaning set forth in the recitals. "Company Consent" has the meaning set forth in Section 3.1(f). "Collateral Agent" means the Collateral Agent specified in the Pledge Agreement. "Equity Security" means any stock, partnership interest (whether general or limited), limited liability company interest, membership interest, beneficial interest or similar security; any security convertible, with or without consideration, into such a security, or carrying any warrant, option or right to subscribe to or purchase such a security; or any such warrant, option or right. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "FCC" means the United States Federal Communications Commission. "FCC Approval" means the consent and other actions of the FCC (including any action duly taken by the FCC's staff pursuant to delegated authority) (a) authorizing Harbinger to own up to 100% of the Common Stock of the Company; and (b) with respect to any other applications or petitions as may be required to be filed with the FCC to consummate the transactions contemplated by this Agreement. "Final Settlement Date" means the final date as of which the Collateral Agent has transferred and delivered all the Pledged Property to Harbinger Master and Harbinger Special or to such other Person or Persons to whom the Collateral Agent shall have sold the Pledged Property in accordance with the terms of the Pledge Agreement. "Foreign Ownership Ruling" means the Order and Declaratory Ruling, File Nos. ISP-PDR-20070314-00004 and ISP-PDR-20080111-00001, FCC 08-77, adopted by the FCC on March 7, 2008. "GAAP" means U.S. generally accepted accounting principles. "Governmental Entity" means any governmental or quasi-governmental body, whether administrative, executive, judicial, legislative or other, or any combination thereof, including any federal, state, territorial, county, local, municipal or other government or governmental or quasi-governmental agency, arbitrator, authority, board, body, branch, bureau, or comparable agency, commission, corporation, court, department, instrumentality, mediator, panel, system or other political unit or subdivision or other entity of any of the foregoing, whether domestic or foreign. "Harbinger" has the meaning set forth in the preamble. "Harbinger Master" has the meaning set forth in the preamble. "Harbinger Special" has the meaning set forth in the preamble. "Indemnified Party" has the meaning set forth in Section 6.2(a). "Indemnifying Party" has the meaning set forth in Section 6.2(a). "Initial Shares" means 15,719,337 Purchased Shares, which shall be purchased from the Stockholder and delivered to Harbinger on the Closing Date. "Law" means any constitution, treaty, statute, law, ordinance, regulation, rule, standard, code, rule of common law, order or other requirement or rule enacted or promulgated by any Governmental Entity. "Lien" means, with respect to any of the Shares, any lien, mortgage, pledge, charge, security interest, proxy, voting agreement, voting trust or encumbrance of any kind in respect of such Shares, whether or not filed, recorded or otherwise perfected under applicable law, and any agreement to give any security interest. "Losses" has the meaning set forth in Section 6.2(a). "Millenium" has the meaning set forth in the recitals. "Non-Cash Distributions" has the meaning set forth in Section 2.4. "Non-Voting Common Stock" has the meaning set forth in the recitals. "Och Ziff" has the meaning set forth in the recitals. "Organizational Documents" means as to any Person, the certificate of or articles of incorporation, certificate of limited partnership, certificate of formation, articles of organization, operating agreement, limited partnership agreement, limited liability company agreement, stockholders agreements or bylaws or other similar documents of such Person, as applicable. "Other Shares" means the Shares minus the Purchased Shares. "Other Purchase Agreements" means the Purchase Agreements between the Stockholder and each of Solus, Och Ziff, Millenium and George Haywood, each in substantially the form of this Agreement, pursuant to which the Stockholder shall sell the Other Shares to each of Solus, Och Ziff, Millenium and George Haywood and as further specified on Schedule A hereto. "Party" and "Parties" have the meanings set forth in the preamble. "Person" means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, variable interest entity, trust, unincorporated organization, Governmental Entity or other entity. "Pledge Agreement" means the Pledge Agreement dated as of the Closing Date by and between the Parties and the Collateral Agent, in the form of Annex A. "Pledged Property" has the meaning set forth in the Pledge Agreement. "Purchased Shares" has the meaning set forth in Section 2.1. "Purchase Price" means an amount equal to the number of Purchased Shares multiplied by $4.15. "Remaining Shares" means 7,656,737 Shares (the Purchased Shares less the Initial Shares). "SEC" means the United States Securities and Exchange Commission. "Shares" has the meaning set forth in the recitals. "Solus" has the meaning set forth in the recitals "Stockholder" has the meaning set forth in the preamble. "Subsidiary" means any corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, variable interest entity, trust, or other organization, whether incorporated or unincorporated, (x) of which the Company or any other Subsidiary of the Company is a general partner, or (y) at least a majority of the securities or other interests of which, that have by their terms ordinary voting power to elect a majority of the board of directors or other body performing similar functions with respect to such corporation or organization, is directly owned or controlled by the Company or by any one or more of its Subsidiaries, or by the Company and one or more of its Subsidiaries or (z) of which the Company or any other Subsidiary of the Company is the primary beneficiary. "Termination Date" has the meaning set forth in Section 3.3(a). "Transfer" means to sell, give, donate, pledge, grant a security interest in, encumber or otherwise transfer any Shares or any interest in any Shares. "Third Party Claim" has the meaning set forth in Section 6.2(b). "Voting Common Stock" means the voting common stock, par value $0.01 per share, of the Company. Section 1.2 Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement the following rules of interpretation shall apply: (a) Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (b) Annexes. The Annexes to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in any Annex but not otherwise defined therein are used therein with the definition set forth in the body of this Agreement. (c) Gender. Any reference in this Agreement to gender shall include all genders. (d) Headings. The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any "Article", "Section" or "Annex" are to the corresponding Article, Section or Annex of this Agreement unless otherwise specified. (e) Herein. The words such as "herein," "hereinafter," "hereof," and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. (f) Including. The word "including" or any variation thereof means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. (g) No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party. ARTICLE 2 PURCHASE AND SALE OF SHARES Section 2.1 Purchased Shares. Harbinger agrees to purchase 23,376,074 Shares (the "Purchased Shares"), such Purchased Shares to be allocated between Harbinger Master and Harbinger Special as specified on Schedule A hereto. Section 2.2 Sale and Purchase of the Shares. Upon the terms and subject to the conditions contained herein, the closing of the sale of the Initial Shares to Harbinger (the "Closing") shall occur on the Closing Date. At the Closing, to be held at the offices of Weil, Gotshal & Manges LLP, 100 Federal Street, Boston, MA 02110 (or such other place as the Parties shall agree), (i) the Stockholder shall indefeasibly sell, grant, assign, convey, transfer and deliver to Harbinger Master, and Harbinger Master shall purchase, acquire and accept from the Stockholder (free and clear of all Liens), all of the Stockholder's right, title and interest in and to the number of Initial Shares set forth opposite Harbinger Master's name on the attached Schedule A, (ii) the Stockholder shall indefeasibly sell, grant, assign, convey, transfer and deliver to Harbinger Special, and Harbinger Special shall purchase, acquire and accept from the Stockholder (free and clear of all Liens), all of the Stockholder's right, title and interest in and to the number of Initial Shares set forth opposite Harbinger Special's name on the attached Schedule A, (iii) the Stockholder, Harbinger Master, Harbinger Special and the Collateral Agent shall enter into the Pledge Agreement with respect to the Remaining Shares, and (iv) Harbinger shall pay to the Stockholder the aggregate Purchase Price for all of the Purchased Shares; provided, that the actual delivery from Stockholder to Harbinger of the Initial Shares as contemplated by subsections (i) and (ii) may occur as promptly as practicable following receipt of instructions from Harbinger, but in no event later than four (4) Business Days after the Closing. Section 2.3 Deliveries by the Stockholder and Harbinger at the Closing. As promptly as practicable following receipt of instructions from Harbinger, but in no event later than four (4) Business Days after the Closing, (i) the Stockholder shall deliver to Harbinger Master any and all instruments reasonably necessary to effect the indefeasible transfer to Harbinger Master of the Initial Shares being purchased by Harbinger Master from the Stockholder and to cause such Initial Shares to be registered in the name of Harbinger Master or such nominee or nominees as Harbinger Master may specify to the Stockholder in writing, (ii) the Stockholder shall deliver to Harbinger Special any and all instruments reasonably necessary to effect the indefeasible transfer to Harbinger Special of the Initial Shares being purchased by Harbinger Special from the Stockholder and to cause such Initial Shares to be registered in the name of Harbinger Special or such nominee or nominees as Harbinger Special may specify to the Stockholder in writing. At the Closing, (i) the Stockholder shall deliver to the Collateral Agent certificates representing the Remaining Shares together with signed stock powers and any other instruments executed in blank necessary to permit the Collateral Agent to effect the delivery and transfer of the Remaining Shares in accordance with the terms of the Pledge Agreement and to permit the Collateral Agent to effect the registration of the Remaining Shares in the name of Harbinger Master and Harbinger Special or such other Person or Persons to whom the Collateral Agent may sell the Remaining Shares; and (ii) Harbinger shall pay the aggregate Purchase Price for all the Purchased Shares to the Stockholder by wire transfer of immediately available funds to one account specified in writing by the Stockholder to Harbinger at least three Business Days prior to the Closing Date. In addition, at the Closing the Stockholder and Harbinger shall deliver the instruments referred to in Sections 3.1 and 3.2. Section 2.4 Adjustments. If prior to the Closing Date the Company shall effect any split, combination or reclassification of its Non-Voting Common Stock, or declare or pay any non-cash dividend or other distribution payable to the holders of its Non-Voting Common Stock in additional shares of Common Stock, other securities or other property, then (i) Harbinger's right to purchase the Shares shall extend to all additional shares of Common Stock, other securities and other property payable to the Stockholder with respect to the Shares as a result of such split, combination, reclassification, dividend or distribution and (ii) the Purchase Price shall be adjusted in accordance with standard market adjustments to account for the overall economic effect of such split, combination, reclassification, dividend or distribution. Section 2.5 Pledge of Remaining Shares. If prior to the Final Settlement Date the Company effects any split, combination or reclassification of its Non-Voting Common Stock or declares or pays any dividend or other distribution payable to the holders of its Non-Voting Common Stock in additional shares of Common Stock, other securities or other property other than cash dividends ("Non-Cash Distributions"), then the Stockholder shall promptly deliver any such Non-Cash Distributions to the Collateral Agent to be held, delivered and transferred in accordance with the terms of the Pledge Agreement. The Collateral Agent shall hold the Pledged Property in accordance with the terms of the Pledge Agreement. Upon receipt of written notice from Harbinger that Harbinger has received FCC Approval to acquire the Pledged Property or that Harbinger has determined that it may acquire the Pledged Property without FCC Approval, the Collateral Agent shall transfer and deliver the Pledged Property to, and effect the registration of the Pledged Property in the name of, Harbinger Master, Harbinger Special or such of their respective nominees as they may designate. Upon receipt of written notice from Harbinger that Harbinger has failed to receive required FCC Approval to acquire the Pledged Property or has determined that it will not seek, or has abandoned efforts to seek, required FCC Approval to acquire the Pledged Property, the Collateral Agent shall sell the Pledged Property and remit the proceeds of such sale to Harbinger. In connection with any such sale or sales, the Collateral Agent shall consult with Harbinger but shall not take any directions from Harbinger. Notwithstanding the foregoing, (a) Harbinger agrees that it shall not instruct the Collateral Agent to transfer, deliver or effect the registration of any of the Pledged Property in the name of Harbinger Master, Harbinger Special or their respective nominees without Harbinger's first having obtained any necessary FCC Approval to acquire the Pledged Property and (b) Harbinger shall not have the power to direct the Collateral Agent to transfer and deliver the Pledged Property to, and effect the registration of the Pledged Property in the name of, Harbinger Master, Harbinger Special or their respective nominees or to sell the Pledged Property unless and until the Collateral Agent determines that such disposition would not violate the Communications Act. Except upon the occurrence of an Event of Default and as explicitly provided in the Pledge Agreement, until such time as the Collateral Agent transfers and delivers the Pledged Property in accordance with the terms of the Pledge Agreement, (x) title to the Pledged Property shall remain in the Stockholder and the Pledged Property shall remain registered on the books of the Company in the name of the Stockholder or its nominee; (y) the Stockholder shall have the right to vote the Remaining Shares and any other voting securities included within the Pledged Property; and (z) the Stockholder shall have the right to receive any cash dividends declared or paid by the Company with respect to the Remaining Shares and any other Pledged Property. Section 2.6 Other Shares. The Stockholder agrees to hold the Other Shares for sale to the Other Purchasers in accordance with the terms of the Other Purchase Agreements through and including September 15, 2008. In the event the Stockholder and any or all of the Other Purchasers fail to consummate the sale of any or all of the Other Shares pursuant to the Other Purchase Agreements, Harbinger may, at its option, (1) (i) decrease the number of Initial Shares and proportionately increase the number of Remaining Shares, and (ii) decrease the number of Purchased Shares to be exchanged for shares of Voting Common Stock pursuant to the agreement contemplated by Section 3.1(f) hereof, and/or (2) through the date that is three (3) Business Days after September 15, 2008, purchase some or all of the Other Shares on the same terms and subject to the same conditions as the purchase of the Purchased Shares pursuant to this Agreement. In the event Harbinger purchases any or all of the Other Shares pursuant to this Section 2.6, such Other Shares shall be deemed Purchased Shares, the number of Purchased Shares shall be increased by the number of such Other Shares, and the number of Remaining Shares shall be increased by that number of such Other Shares as is required pending receipt of the FCC Approval. ARTICLE 3 CONDITIONS PRECEDENT; TERMINATION Section 3.1 Conditions Precedent to Harbinger's Purchase of the Purchased Shares. The obligations of Harbinger to purchase and pay for the Purchased Shares are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Harbinger in its sole discretion): (a) the representations and warranties of the Stockholder contained in Section 4.1(a) shall have been true and correct, and the other representations and warranties of the Stockholder contained in this Agreement shall have been true and correct in all material respects, on and as of the date of this Agreement and on and as of the Closing Date with the same force and effect as if made on and as of the such date; (b) the Stockholder shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by the Stockholder on or prior to the Closing Date; (c) Harbinger shall have received a certificate of the Stockholder, in form and substance reasonably satisfactory to Harbinger, dated the Closing Date, to the effect that each of the conditions specified in Section 3.1(a) and Section 3.1(b) has been satisfied by the Stockholder; (d) Harbinger shall have received an opinion of legal counsel to the Stockholder as to the matters listed in Annex B; (e) there shall not be in effect any order by any court or any other Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the sale of the Initial Shares by the Stockholder to Harbinger, the purchase of the Initial Shares by Harbinger from the Stockholder, the pledge and subsequent delivery of the Remaining Shares by the Stockholder for the benefit of Harbinger or the payment of the aggregate Purchase Price for all of the Purchased Shares by Harbinger to the Stockholder; (f) the Company shall have executed an agreement with Harbinger, in the form attached hereto as Annex C; (g) on the Closing Date, the Stockholder and the Collateral Agent shall have executed the Pledge Agreement; and (h) the Company shall have delivered to the Stockholder certificates representing the Shares in appropriate denominations to enable the Stockholder to convey to Harbinger the appropriate numbers of Initial Shares, and to deliver to the Collateral Agent certificates representing the Remaining Shares. Section 3.2 Conditions Precedent to the Stockholder's Sale of the Purchased Shares. The obligations of the Stockholder to sell the Purchased Shares to Harbinger are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Stockholder in its sole discretion): (a) the representations and warranties of Harbinger contained in this Agreement shall have been true and correct in all material respects on and as of the date of this Agreement and shall also be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the such date; (b) Harbinger shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Harbinger on or prior to the Closing Date; (c) the Stockholder shall have received a certificate of Harbinger, in form and substance reasonably satisfactory to the Stockholder, dated the Closing Date, to the effect that each of the conditions specified in Section 3.2(a) and Section 3.2(b) has been satisfied; (d) there shall not be in effect any order by any court or any other Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the sale and delivery of the Initial Shares by the Stockholder to Harbinger, or the pledge and subsequent delivery of the Remaining Shares by the Stockholder for the benefit of Harbinger, or the payment of the aggregate Purchase Price for all the Purchased Shares by Harbinger to the Stockholder; (e) the Company shall have executed the Company Consent in the form of Annex C; and (f) on the Closing Date, Harbinger and the Collateral Agent shall have executed the Pledge Agreement. Section 3.3 Termination. This Agreement may be terminated as follows: (a) by any Party, if the Closing shall not have occurred by the date that is 90 days after the date hereof (the "Termination Date"), provided that the failure of the closing to have occurred shall not have been proximately caused by a material breach of this Agreement by the Party seeking to terminate pursuant to this Section 3.3(a); (b) by Harbinger, prior to the Closing Date, if the Stockholder shall have materially breached any of its covenants or agreements hereunder, or if any of its representations and warranties hereunder shall have been materially breached, and such breach shall not have been cured within 30 days or by the Termination Date, or shall be, by its nature, incapable of being so cured; (c) by the Stockholder, prior to the Closing Date, if Harbinger shall have materially breached any of its covenants or agreements hereunder, or if any of its representations and warranties hereunder shall have been materially breached, and such breach shall not have been cured within 30 days or by the Termination Date, or shall be, by its nature, incapable of being so cured; (d) by any Party, prior to the Closing Date, if any court or any other Governmental Entity of competent jurisdiction shall have issued an order restraining, enjoining or otherwise prohibiting the delivery of the Initial Shares, and the pledge and subsequent delivery of the Remaining Shares by the Stockholder for the benefit of Harbinger, or the payment of the aggregate Purchase Price for all the Purchased Shares by Harbinger to the Stockholder, and such order shall have become final and not subject to appeal. Section 3.4 Effect of Termination. In the event this Agreement is terminated pursuant to Section 3.3, it shall thereafter have no further effect; provided, however, that no Party shall be relieved of liability for its prior breach hereof. ARTICLE 4 REPRESENTATIONS AND WARRANTIES Section 4.1 Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Harbinger as follows: (a) Ownership of Shares. The Stockholder owns, as of the date hereof, and will continue to own (i) through the Closing Date, good and valid title to the Initial Shares, free and clear of any Liens, and (ii) through the Final Settlement Date, good and valid title to the Remaining Shares, free and clear of any Liens, except for the security interest granted in favor of the Collateral Agent pursuant to the Pledge Agreement. Except for the Shares, neither the Stockholder nor any of its Affiliates owns any Equity Security of the Company or any Subsidiary of the Company. On the Closing Date the Stockholder will have transferred to Harbinger, and Harbinger will have acquired, good and valid title to the Initial Shares, free and clear of all Liens. On the Final Settlement Date, Harbinger (or such Person or Persons to whom the Collateral Agent may sell the Remaining Shares in accordance with the Pledge Agreement) will acquire good and valid title to the Remaining Shares, free and clear of all Liens, except for any Liens arising as a result of any actions by Harbinger or such other Person acquiring such title; provided, that with respect to the acquisition of good and valid title in the event the Collateral Agent sells the Remaining Shares to a Person other than Harbinger, that the acquisition of such good and valid title assumes the due authorization, execution and delivery of all documents required to be authorized, executed and delivered by such Person in connection with such sale. Except as provided in the Foreign Ownership Ruling and Section 310(b) of the Communications Act, neither the Stockholder nor the Shares are subject to any contract, agreement or other understanding to which the Stockholder or any of its Affiliates is a party that will restrict the right of Harbinger to sell or otherwise Transfer any of the Shares or any interest in the Shares. (b) Organization and Good Standing of the Stockholder. The Stockholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own the Shares and to consummate the transactions contemplated by this Agreement and the Pledge Agreement. (c) Authority. The Stockholder has all requisite power, authority and legal capacity to enter into this Agreement and the Pledge Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Pledge Agreement by the Stockholder, the performance of the Stockholder's obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action of the Stockholder. This Agreement and the Pledge Agreement have been duly executed and delivered by the Stockholder, and, assuming the due authorization, execution and delivery of this Agreement and the Pledge Agreement by Harbinger, constitute valid and binding obligations of the Stockholder, enforceable against the Stockholder in accordance with their terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to enforcement of creditors' rights generally and by general principles of equity. (d) No Conflict; Consents. The execution and delivery by the Stockholder of this Agreement and the Pledge Agreement do not, and, assuming receipt of the Company Consent, the consummation of the transactions contemplated hereby and thereby will not (i) conflict with, violate or constitute a breach or default under the Organizational Documents of the Stockholder or any agreement to which the Stockholder is a party or to which any of the Shares are subject, or (ii) assuming receipt of FCC Approval with respect to the Remaining Shares, violate any judgment, order, decree or Law applicable to the Stockholder. Except for FCC Approval with respect to the Remaining Shares and the Company Consent, no consent, approval, authorization, order, filing, registration or qualification of or with any Governmental Entity or other Person is required to be obtained in connection with the execution and delivery of this Agreement and the Pledge Agreement by the Stockholder or the performance of the Stockholder's obligations hereunder and thereunder. (e) No Brokers. Excluding the fee to be paid in accordance with Section 5.3, no agent, broker, investment banker, financial advisor or other Person is or shall be entitled, as a result of any action, agreement or commitment of the Stockholder or any of their Affiliates, to any broker's, finder's, financial advisor's or other similar fee or commission in connection with any of the transactions contemplated by this Agreement. (f) Experience; Non-Reliance. The Stockholder: (i) has sufficient knowledge and experience in investing so as to be able to evaluate the risks and merits of the sale of the Purchased Shares to Harbinger; (ii) has the capacity to protect its own interests; (iii) has adequate information in order to make an informed decision regarding the sale of the Purchased Shares; (iv) in deciding to sell the Purchased Shares is not relying on any representation or warranty by or from Harbinger except as expressly set forth in this Agreement; (v) acknowledges that Harbinger has not given Stockholder any recommendation with respect to any aspect of the sale of the Purchased Shares; and (vi) acknowledges that Harbinger may have access to material non-public information relating to the Company, and further acknowledges and agrees that the Stockholder is not relying on the disclosure by Harbinger of any such information in deciding to sell the Purchased Shares and waives any claim that it may have against Harbinger with respect to the non-disclosure of any such information. Section 4.2 Representations and Warranties of Harbinger. Harbinger represents and warrants to the Stockholder as follows: (a) Organization and Good Standing. Each of Harbinger Master and Harbinger Special is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to consummate the transactions contemplated by this Agreement and the Pledge Agreement. (b) Authority. Each of Harbinger Master and Harbinger Special has all requisite power, authority and legal capacity to enter into this Agreement and the Pledge Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Pledge Agreement by Harbinger Master and Harbinger Special, the performance of the obligations of Harbinger Master and Harbinger Special hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action of Harbinger Master and Harbinger Special. This Agreement and the Pledge Agreement have been duly executed and delivered by each of Harbinger Master and Harbinger Special, and, assuming the due authorization, execution and delivery of this Agreement and the Pledge Agreement by the Stockholder, constitute valid and binding obligations of Harbinger Master and Harbinger Special, enforceable against Harbinger Master and Harbinger Special in accordance with their terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to enforcement of creditors' rights generally and by general principles of equity. (c) No Conflict; Consents. The execution and delivery by Harbinger Master and Harbinger Special of this Agreement and the Pledge Agreement do not, and, assuming receipt of the Company Consent, the consummation of the transactions contemplated herby will not (i) conflict with, violate or constitute a breach or default under the Organizational Documents of Harbinger Master or Harbinger Special or any agreement to which either of them is a party, or (ii) assuming receipt of FCC Approval with respect to the Remaining Shares, violate any judgment, order, decree or Law applicable to Harbinger Master or Harbinger Special. Except for FCC Approval with respect to the Remaining Shares and the Company Consent, no consent, approval, authorization, order, filing, registration or qualification of or with any Governmental Entity or other Person is required to be obtained in connection with the execution and delivery of this Agreement by Harbinger Master or Harbinger Special or the performance of their obligations hereunder. (d) No Brokers. Except for the fee paid to Tejas Securities Group, Inc. in accordance with Section 5.3 hereof, the fees and expenses of which shall be paid by Stockholder or its Affiliates, no agent, broker, investment banker, financial advisor or other Person is or shall be entitled, as a result of any action, agreement or commitment of Harbinger Master or Harbinger Special or any of their Affiliates, to any broker's, finder's, financial advisor's or other similar fee or commission in connection with any of the transactions contemplated by this Agreement. (e) Securities Matters. Each of Harbinger Master and Harbinger Special: (i) is an "accredited investor" as such term is defined under Rule 501 under the Securities Act, and has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Purchased Shares; (ii) understands that ownership of the Shares involves substantial risk and is capable of bearing the economic risks associated with the investment in the Purchased Shares for an indefinite period; (iii) is acquiring the Purchased Shares for its own account, for investment and not with a view to any public distribution thereof in a matter that would require registration thereof or the transactions contemplated hereby under the Securities Act; (iv) does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause it to sell the Purchased Shares other than in compliance with the requirements of the Securities Act or pursuant to an exemption therefrom; (v) has no contract, undertaking, agreement, understanding or arrangement with any Person to Transfer to any Person any part or all of the Purchased Shares being acquired, or any interest therein, and has no present plans to enter into the same; (vi) understands that the sale of the Purchased Shares by the Stockholder has not been registered under the Securities Act, and that the Purchased Shares must continue to be held by Harbinger unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (vii) understands that the certificates evidencing the Purchased Shares shall bear a restricted legend to the effect set forth in the preceding paragraph; (viii) is an existing holder of a significant amount of stock of the Company, has reviewed information regarding the Company available to the public or otherwise available to it which it deems sufficient, is relying solely upon the advice of its own financial, legal and tax advisors, has made its own independent investigation and evaluation of the merits and risks of the investments in the Purchased Shares and acknowledges that it has not received, and is not relying on, any information from the Stockholder or its Affiliates concerning the Company in making its decision to purchase the Purchased Shares and enter into this Agreement; and (ix) acknowledges that the Stockholder is relying on the representation and warranties of Harbinger contained in this Section 4.2(e) and would not consummate the transactions contemplated by this Agreement, in the absence of the representations and warranties of Harbinger contained in this Section 4.2(e). (f) Harbinger has on hand sufficient unrestricted cash to pay the Purchase Price. ARTICLE 5 COVENANTS Section 5.1 Notice. Each of the Stockholder and Harbinger shall promptly advise the other in writing (i) of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (ii) of the failure of it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, or (iii) upon the commencement of, or upon obtaining knowledge of any facts that would give rise to a threat of, any claim or legal proceeding commenced against any such Party relating to this Agreement or the transactions contemplated by this Agreement; provided, however, that no such notification shall affect the representations or warranties, covenants or agreements of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. Section 5.2 Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Without limiting the foregoing, each of the Parties shall use its reasonable best efforts to cause the Company to grant the Company Consent. Section 5.3 Placement Fee. Within one (1) Business Day after (i) the Closing has occurred and (ii) the transactions contemplated by each of the Other Purchase Agreements have been consummated, as consideration for the valuable financial and advisory services rendered to Harbinger and the Other Purchasers in connection with the transactions contemplated by this Agreement, the Stockholder or its Affiliates shall pay to Tejas Securities Group, Inc. a placement fee equal to $0.04 per Purchased Share. Section 5.4 Publicity. None of the Parties shall issue, or permit any of their respective Affiliates to issue, any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other Parties (not to be unreasonably withheld or delayed), unless disclosure is otherwise required by applicable law or stock exchange rules, provided that, to the extent required by applicable law or stock exchange rules, the Party intending to make such release shall use its commercially reasonable efforts consistent with such applicable law to consult with the other Parties with respect to the text thereof. Section 5.5 [Intentionally omitted] Section 5.6 No Transfers of Shares. Prior to the Closing Date, except for this Agreement, the Pledge Agreement and the consummation of the transactions contemplated herein and therein, the Stockholder shall not (i) Transfer or consent to the Transfer of, any Shares or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any Shares or any interest therein (other than pursuant to this Agreement), (iii) grant any proxy, power or attorney or other authorization in or with respect to any Shares, or (iv) deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares. Prior to the Final Settlement Date, except for this Agreement, the Pledge Agreement and the consummation of the transactions contemplated herein and therein, the Stockholder shall not (i) Transfer or consent to the Transfer of, any Remaining Shares or other Pledged Property or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any Remaining Shares or other Pledged Property or any interest therein, (iii) grant any proxy, power or attorney or other authorization in or with respect to any Remaining Shares or any other voting securities included within the Pledged Property that will not by its terms expire before the Final Settlement Date, (iv) deposit any Remaining Shares into a voting trust or enter into a voting agreement with respect to any Remaining Shares that will not by its terms expire before the Final Settlement Date, (v) exchange any voting securities included as part of the Pledged Property for non-voting securities, or (vi) exchange any non-voting securities included as part of the Pledged Property for voting securities. Section 5.7 Vote Regarding Charter Amendment. The Stockholder hereby covenants and agrees at any vote of the stockholders of the Company thereon at which the Stockholder is entitled to vote any of the Shares to vote all such Shares in favor of the proposed amendment to the Company's Certificate of Incorporation in order to increase the number of shares of Non-Voting Common Stock authorized for issuance from 100,000,000 to 125,000,000, as set forth in more detail in the Company's preliminary proxy statement filed with the SEC on August 22, 2008. ARTICLE 6 INDEMNIFICATION Section 6.1 Survival of Representations and Warranties. The representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of 12 months after the Final Settlement Date. The covenants and agreements of the Parties contained in this Agreement shall survive the Closing for a period of 12 months after the Final Settlement Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Final Settlement Date, which shall remain in full force and effect for a period of 12 months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Section 6.2 Indemnification; Procedures for Indemnification. (a) Subject to the limitations of this Article 6, the Stockholder (an "Indemnifying Party") shall indemnify and hold harmless Harbinger and Harbinger's officers, directors, employees, agents, successors, assigns and Affiliates (each, an "Indemnified Party"), and Harbinger (an "Indemnifying Party") shall indemnify and hold harmless the Stockholder and the Stockholder's officers, directors, employees, agents, successors, assigns and Affiliates (each, an "Indemnified Party") against any losses, claims, damages, liabilities, actions, judgments, causes of action, losses of the benefit of the bargain, costs or expenses, including interest, penalties and reasonable attorneys' fees and expenses (collectively, "Losses") (net of amounts actually received by the Indemnified Party in indemnification or insurance from third parties) asserted against, resulting from, imposed upon, or incurred or suffered by the Indemnified Party as a result of or relating to any breach by any Indemnifying Party of any of its representations, warranties, covenants or agreements contained in this Agreement. (b) If an Indemnified Party receives notice from any third party with respect to any matter (a "Third-Party Claim") that may give rise to a claim for indemnification against the Indemnifying Party under Section 6.2(a), then the Indemnified Party shall promptly (but in any event no later than 10 days after receipt of such notice) notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation under this Article 6 unless (and then solely to the extent that) the Indemnifying Party is thereby prejudiced. (c) The Indemnifying Party shall have the right (except as otherwise provided herein) to assume the defense of the Third-Party Claim with counsel of its choice, who shall be reasonably satisfactory to the Indemnified Party, at any time within 15 days after the Indemnified Party has given notice to the Indemnifying Party of the Third-Party Claim; provided, however, that the Indemnified Party may retain separate counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. Notwithstanding the foregoing the Indemnifying Party shall not be entitled to assume, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third-Party Claim (i) if the Indemnifying Party does not timely assume the defense of such Third-Party Claim, (ii) if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the counsel to the Indemnifying Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party or (iii) to the extent the Third-Party Claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party which, in the reasonable judgment of the Indemnified Party, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. In any such case, the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the sole cost and expense of the Indemnifying Party. (d) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 6.2(c), the Indemnifying Party shall have the sole authority to, and shall be permitted to, consent to the entry of judgment or enter into any settlement or compromise which the Indemnifying Party deems appropriate and which will not require any payment by, or equitable or other relief against, the Indemnified Party, provided that, without the written consent of the Indemnified Party, the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to any Third-Party Claim that (i) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full release from all liabilities in respect of such Third-Party Claim, (ii) does contain any admission of wrongdoing by or guilt of any Indemnified Party or (iii) includes specific performance or any other form of non-monetary relief to be performed in any part by the Indemnified Party. (e) The Indemnifying Party shall reimburse the Indemnified Party for his, her or its reasonable legal and other fees, costs and expenses (including the cost of any investigation or preparation) relating to any matter for which the Indemnified Party is entitled to indemnification pursuant to this Article 6 reasonably promptly after bills are received or expenses are incurred. Section 6.3 Limitations. (a) The aggregate liability of the Stockholder, on the one hand, or Harbinger, on the other hand, pursuant to this Article 6 in respect of breaches of representations and warranties shall in no event exceed the Purchase Price. (b) In no event shall any Indemnified Party be entitled under this Article 6 to recover any punitive, exemplary or other special damages, damages representing lost profits, revenue, income or opportunities, business interruption, or harm to reputation, or any similar amounts. (c) Except for specific performance and as explicitly provided in the Pledge Agreement, indemnification pursuant to this Article 6 shall be the sole and exclusive remedy of the Indemnified Parties against the Indemnifying Parties and their employees, directors, officers, agents and other representatives in respect of any breach this Agreement. ARTICLE 7 MISCELLANEOUS Section 7.1 Governing Law. This 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. Section 7.2 Jurisdiction. The Parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County, City and State of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any legal proceeding related thereto may be heard and determined in such courts. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that such Party may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. EACH PARTY FURTHER HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) AND ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE AFOREMENTIONED COURTS. Each of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties consents to process being served by any other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 7.3. Section 7.3 Notices. All notices, requests, payments, instructions or other documents to be given hereunder will be in writing or by written telecommunication, and will be deemed to have been duly given if (i) delivered personally (effective upon delivery), (ii) mailed by registered or certified mail, return receipt requested, postage prepaid (effective five business days after dispatch), or (iii) sent by a reputable, established courier service that guarantees next business day delivery (effective the next business day), addressed as follows (or to such other address as the recipient Party may have furnished to the sending Party for the purpose pursuant to this Section): If to Harbinger to: c/o Harbinger Capital Partners Funds 555 Madison Avenue, 16th Floor New York, NY 10022 Attention: Jeffery T. Kirshner, Esq. with a copy, which shall not constitute notice, sent at the same time and by the same means to: Harbert Management Corporation 2100 Third Avenue North, Suite 600 Birmingham, AL 35203 Attention: General Counsel and Weil, Gotshal & Manges LLP 100 Federal Street Boston, MA 02110 Attention: Joseph J. Basile If to the Stockholder, to: Motient Ventures Holding Inc. c/o TerreStar Corporation 12010 Sunset Hills Road Reston, VA 20910 Attention: General Counsel with a copy, which shall not constitute notice, sent at the same time and by the same means to: Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Attention: David M. Wilf Any Party may change the Person(s) and the address(es) to which notices or other communications are to be sent by giving written notice of any such change in the manner provided herein for giving notice. Section 7.4 Further Assurances. Each of the Parties shall, upon request of another Party, execute and deliver to the requesting Party and to the Collateral Agent any additional documents and take such further actions (including delivering instructions to any depositary or securities intermediary or the Company) as the requesting Party or the Collateral Agent may deem to be necessary or desirable to effect the transactions contemplated by this Agreement and the Pledge Agreement. Section 7.5 Specific Performance. The Stockholder acknowledges that it will be impossible to measure in money the damages to Harbinger if the Stockholder fails to comply with its obligations under this Agreement, and that, in the event of any such failure, Harbinger will not have an adequate remedy at law. Accordingly, the Stockholder agrees that injunctive or other equitable relief, in addition to remedies at law or damages, is an appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that Harbinger has an adequate remedy at law. The Stockholder agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with Harbinger's seeking or obtaining such equitable relief. Section 7.6 Assignments. This Agreement will bind and inure to the benefit of the Parties and their respective successors, and permitted assigns. No Party will assign any rights or delegate any obligations hereunder without the consent of the other Parties, other than in the case of Harbinger, which shall have the right to assign any or all of its rights and/or delegate its obligations to any fund affiliated with Harbinger Master or Harbinger Special. Except as otherwise expressly provided herein, nothing in this Agreement is intended to or will confer any rights or remedies on any Person other than the Parties and their respective successors and permitted assigns. Section 7.7 Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one and the same agreement. In pleading or proving this Agreement, it will not be necessary to produce or account for more than one such counterpart. Facsimile and PDF signatures hereto shall be deemed to be of the same force and effect as originals. Section 7.8 Waivers. No waiver of any breach or default hereunder will be valid unless in a writing signed by the waiving Party. No failure or other delay by any Party in exercising any right, power, or privilege hereunder will be or operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 7.9 Entire Agreement. This Agreement and the Pledge Agreement contains the entire understanding and agreement between the Stockholder, on the one side, and Harbinger, on the other side, and supersedes any prior understandings or agreements between the Stockholder, on the one side, and Harbinger, on the other side, with respect to the subject matter hereof. Section 7.10 Amendments in Writing. This Agreement may not be amended, modified or supplemented except by a writing duly executed by all of the Parties. Section 7.11 Legal Fees. Each of the Parties acknowledges and agrees that such Party is responsible for bearing and paying its own legal fees and expenses incurred in connection with negotiating, executing and implementing this Agreement. Nothing in this Section 7.11 shall preclude a Party from making a claim for or recovering legal expenses incurred in connection with enforcement of its rights and remedies under this Agreement in a court of law or other legal proceeding, arbitration or mediation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first above written. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C., 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: MOTIENT VENTURES HOLDING INC. By: ------------------------------------ Name: Title: SK 03773 0003 919105 EX-99.Q 3 d919107_ex99-q.txt EXHIBIT Q EXECUTION COPY PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of September 12, 2008 (this "Agreement"), by and among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., an exempted company organized under the laws of the Cayman Islands ("Harbinger Master"), HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership ("Harbinger Special" and, together with Harbinger Master, "Harbinger"), MOTIENT VENTURES HOLDING, INC., a Delaware corporation (the "Stockholder") and Goldberg, Godles Wiener & Wright (the "Collateral Agent"). Each of Harbinger Master, Harbinger Special, the Stockholder and the Collateral Agent is hereinafter referred to as a "Party" and collectively as the "Parties." Harbinger and the Stockholder have entered into a Stock Purchase Agreement, dated as of September 12, 2008 (the "Stock Purchase Agreement"), with respect to the Purchased Shares (as defined in the Stock Purchase Agreement) issued by SkyTerra Communications, Inc., a Delaware corporation (the "Company"), and owned by the Stockholder. Capitalized terms used but not defined in this Agreement shall have the meanings specified for such terms in the Stock Purchase Agreement. Pursuant to Section 3.1(g) of the Stock Purchase Agreement, the obligations of Harbinger to purchase and pay for the Purchased Shares are subject, among other things, to the condition that the Parties shall have entered into this Agreement prior to or on the Closing Date in order to, among other things, grant a security interest in the Pledged Property to the Collateral Agent in favor of Harbinger, to secure the Obligations (as hereinafter defined). THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Stock Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties hereby agrees as follows: 1. Appointment of Collateral Agent. Harbinger and the Stockholder hereby appoint the Collateral Agent to act in accordance with and subject to the terms of this Agreement, and the Collateral Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms. 2. Deposit of Pledged Property. On the Closing Date, the Stockholder shall deliver or cause to be delivered to the Collateral Agent certificates representing the Remaining Shares, together with signed stock powers and any other instruments executed in blank necessary to permit the Collateral Agent to effect the delivery, transfer and registration of the Remaining Shares in accordance with the terms of this Agreement. If prior to the Final Settlement Date the Company effects any split, combination or reclassification of its Non-Voting Common Stock or declares or pays any dividend or other distribution payable to the holders of its Non-Voting Common Stock in additional shares of Common Stock, other securities or other property other than cash dividends ("Non-Cash Distributions"), then the Stockholder shall promptly deliver any such Non-Cash Distributions to the Collateral Agent and the Collateral Agent shall hold, deliver and transfer any such Non-Cash Distributions in accordance with the terms of this Agreement. The Remaining Shares together with any such Non-Cash Distributions are hereinafter referred to as the "Pledged Property." 3. Rights of Stockholder in Pledged Property. 3.1 Title, Voting Rights and Cash Dividends. Until such time as the Collateral Agent transfers and delivers the Pledged Property in accordance with Section 5, (a) title to the Pledged Property shall remain in the Stockholder and the Pledged Property shall remain registered on the books of the Company in the name of the Stockholder or its nominees; (b) the Stockholder shall have the right to vote the Remaining Shares and any other voting securities included within the Pledged Property and (c) the Stockholder shall have the right to receive any cash dividends declared or paid by the Company with respect to the Remaining Shares and any other Pledged Property. 4. Security Interest in Pledged Property. 4.1 Security Interest. The Stockholder, as collateral security for the prompt, timely and complete performance of the obligations of the Stockholder to deliver the Pledged Property in accordance with the Stock Purchase Agreement and this Agreement, and to take (or refrain from taking) the actions with respect to the Pledged Property set forth herein and in the Stock Purchase Agreement, including as set forth in Section 3.2 of this Agreement and Section 5.5 of the Stock Purchase Agreement (collectively, the "Obligations"), hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of Harbinger, and grants to the Collateral Agent for the benefit of Harbinger a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Property. 4.2 Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and perfected security interest in favor of the Collateral Agent in the Pledged Property. Such security interest shall be prior to all other Liens on the Pledged Property upon the delivery of the Pledged Property, properly endorsed for transfer to the Collateral Agent or in blank. 4.3 Maintenance of Perfected Security Interest. The Stockholder shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons, provided that the Stockholder shall not be liable for any failure to maintain the perfected security interest contemplated by this Agreement that results solely from the actions or inactions of the Collateral Agent. At any time and from time to time, upon the reasonable written request of the Collateral Agent, the Stockholder shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (as hereinafter defined) (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request. 4.4 Representations, Warranties and Covenants. The Stockholder hereby represents, warrants, covenants and agrees that: (a) This Pledge Agreement creates a valid and enforceable security interest in and Lien on all of the Pledged Property in favor of the Collateral Agent and for the benefit of Harbinger, subject to no other Liens. All consents and approvals required for the consummation of the transactions contemplated by this Pledge Agreement, and the perfection or maintenance of the pledge and security interest created hereunder (including the first priority nature of such pledge or security interest), have been obtained. The Stockholder has filed or caused to be filed all UCC filing statements in the appropriate offices therefor (or has delivered to the Collateral Agent filing statements suitable for filing in such offices) and has taken all of the actions necessary to create perfected and first-priority security interests in the Pledged Property. (b) Except for financing statements filed or to be filed in favor of the Collateral Agent for the benefit of Harbinger, no effective security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Pledged Property is on file or of record in any jurisdiction. 4.5 Event of Default. An event of default ("Event of Default") shall be deemed to have occurred in the event that the Stockholder breaches, defaults on or violates, or fails to take any action required by, or takes or attempts to take any action prohibited by any of the representations, warranties, covenants or agreements contained in the Stock Purchase Agreement or this Agreement and such breach, violation, failure or default continues for 30 days after notice to the Stockholder by Harbinger or the Collateral Agent of such breach, violation, failure or default. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Stockholder, to transfer to or to register in its name or in the name of its nominees the Pledged Property. During the continuance of an Event of Default, the Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement, all rights and remedies of a Collateral Agent under the UCC or any other applicable law. If an Event of Default shall occur and be continuing, the Collateral Agent shall have the right, subject to Section 5 hereof, to receive any and all cash dividends, payments or other proceeds paid in respect of the Pledged Property, which the Collateral Agent shall hold in trust until the disposition of the Pledged Property as provided by Section 5, and upon such disposition shall transfer such proceeds to the new owner of such Pledged Property, and any or all of the Pledged Property shall at the option of the Collateral Agent be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or the nominee thereof, as applicable, may thereafter exercise, to the maximum extent permitted by law, (x) all voting, corporate and other rights pertaining to such Pledged Property at any meeting of members or other equity holders of the Company or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Property as if it were the absolute owner thereof all without liability, but the Collateral Agent shall have no duty to the Stockholder to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 4.6 Power of Attorney. The Stockholder hereby irrevocably authorizes and empowers the Collateral Agent and any authorized officer or agent thereof as its agent, and constitutes and appoints the Collateral Agent and any authorized officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Stockholder and in the name of the Stockholder or in its own name, for the purpose of carrying out the terms of this Pledge Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be reasonably necessary or desirable to accomplish the purposes of this Pledge Agreement to the extent permitted by applicable law. 4.7 Security Interest Absolute. All rights of the Collateral Agent and the pledge and security interest hereunder, and all obligations of the Stockholder hereunder, shall be irrevocable, absolute and unconditional irrespective of, and the Stockholder hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of this Agreement, the Stock Purchase Agreement or any other agreement or instrument relating thereto, (ii) any taking, exchange, release or non-perfection of any Pledged Property or any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations, or (iii) any other circumstance (including, without limitation, any statute of limitations or suretyship defenses) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense available to, or a discharge of, the Stockholder or any third party grantor of a security interest. 4.8 Financing Statements. Pursuant to any applicable law, the Stockholder authorizes the Collateral Agent to file or record financing statements, amendments to such financing statements, continuation statements and other filing or recording documents or instruments with respect to the Pledged Property without the signature of the Stockholder in such form and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Pledge Agreement. The Stockholder authorizes the Collateral Agent to use the following collateral description with respect to the Remaining Shares: "[ ] shares of non-voting common stock, par value $.01 per share (the 'Shares') of SkyTerra Communications, Inc., a Delaware corporation ('the Company'), and products or proceeds thereof." 4.9 Definition. For purposes of this Agreement, "UCC" means the Uniform Commercial Code as in effect in the State of New York provided, that if, with respect to any financing statement or by reason of any provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the Collateral Agent is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Transaction Document and any filing statement relating to such perfection or effect of perfection or non-perfection. 5. Disbursement of the Pledged Property. The Collateral Agent shall hold and dispose of the Pledged Property as provided in this Section 5. Upon receipt of written notice from Harbinger that Harbinger has received FCC Approval to acquire the Pledged Property or that Harbinger has determined that it may acquire the Pledged Property without FCC Approval, the Collateral Agent shall transfer and deliver the Pledged Property to, and effect the registration of the Pledged Property in the name of, Harbinger Master, Harbinger Special or such of their respective nominees as they may designate. Upon receipt of written notice from Harbinger that Harbinger has failed to receive required FCC Approval to acquire the Pledged Property or has determined that it will not seek, or has abandoned efforts to seek, required FCC Approval to acquire the Pledged Property, the Collateral Agent shall sell the Pledged Property and remit the proceeds of such sale to Harbinger. In connection with any such sale or sales, the Collateral Agent shall consult with Harbinger but shall not take any directions from Harbinger. Notwithstanding the foregoing, (a) Harbinger agrees that it shall not instruct the Collateral Agent to transfer, deliver or effect the registration of the Pledged Property in the name of Harbinger Master, Harbinger Special or their respective nominees without Harbinger's first having obtained any necessary FCC Approval to acquire the Pledged Property and that it shall not instruct the Collateral Agent regarding any exercise of voting rights following an Event of Default, and (b) Harbinger shall not have the power to direct the Collateral Agent to transfer and deliver the Pledged Property to, and effect the registration of the Pledged Property in the name of, Harbinger Master, Harbinger Special or their respective nominees or to sell the Pledged Property, and the Collateral Agent shall not effect such a transfer, delivery, registration or sale, unless and until the Collateral Agent determines that such disposition would not violate the Communications Act. The Collateral Agent shall have no further duties hereunder after the transfer and delivery of the Pledged Property and any proceeds held in trust pursuant to Section 4.5 in accordance with this Section 5. For the avoidance of doubt, in the event of the sale of the Pledged Property by the Collateral Agent to a Person or Persons other than Harbinger, after the remittance by the Collateral Agent to Harbinger of the proceeds of such sale, Harbinger shall have no claim against the Stockholder for any deficiency in the amount of such proceeds as compared to the purchase price Harbinger paid to the Stockholder with respect to the Remaining Shares. Notwithstanding anything to the contrary contained in this Agreement, Harbinger and the Collateral Agent shall not take any action that would affect the voting control of the Company unless such action is not in violation of the Communications Act and the rules and regulations of the FCC. 6. Concerning the Collateral Agent. 6.1 Good Faith Reliance. The Collateral Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Collateral Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) that is believed by the Collateral Agent to be genuine and to be signed or presented by the proper Person or Persons. The Collateral Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Collateral Agent signed by the proper Party or Parties and, if the duties or rights of the Collateral Agent are affected, unless it shall have given its prior written consent thereto. 6.2 Indemnification. The Collateral Agent shall be indemnified and held harmless by Harbinger from and against any expenses, including counsel fees and disbursements, or loss suffered by the Collateral Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Collateral Agent hereunder, or the Pledged Property held by it hereunder, other than expenses or losses arising from the actual fraud of the Collateral Agent. Promptly after the receipt by the Collateral Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Collateral Agent shall notify the other Parties in writing. In the event of the receipt of such notice, the Collateral Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Pledged Property or it may deposit the Pledged Property with the clerk of any appropriate court or it may retain the Pledged Property pending receipt of a final, non appealable order of a court having jurisdiction over all of the Parties directing to whom and under what circumstances the Pledged Property is to be transferred and delivered. The provisions of this Section 6.2 shall survive in the event the Collateral Agent resigns or is discharged pursuant to Sections 6.5 or 6.6 below. 6.3 Compensation. The Collateral Agent shall be entitled to reasonable compensation from Harbinger for all services rendered by it hereunder. The Collateral Agent shall also be entitled to reimbursement from Harbinger for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors' and agents' fees and disbursements and all taxes or other governmental charges. 6.4 Further Assurances. From time to time on and after the date hereof, Harbinger and the Stockholder shall deliver or cause to be delivered to the Collateral Agent such further documents and instruments and shall do or cause to be done such further acts as the Collateral Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 6.5 Resignation. The Collateral Agent may resign at any time and be discharged from its duties as Collateral Agent hereunder by its giving the other Parties written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Collateral Agent shall turn over to a successor Collateral Agent appointed by Harbinger and the Stockholder, the Pledged Property then held hereunder. If no new Collateral Agent is so appointed within the 60-day period following the giving of such notice of resignation, the Collateral Agent may deposit the Escrow Shares with any court it reasonably deems appropriate. 6.6 Discharge of Collateral Agent. The Collateral Agent shall resign and be discharged from its duties as Collateral Agent hereunder if so requested in writing at any time by Harbinger, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor Collateral Agent as provided in Section 6.5. 6.7 Liability. Notwithstanding anything herein to the contrary, the Collateral Agent shall not be relieved from liability hereunder for its own willful misconduct or gross negligence. 7. Miscellaneous. 7.1 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such state 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. 7.2 The Parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County, City and State of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any legal proceeding related thereto may be heard and determined in such courts. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that such Party may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. EACH PARTY FURTHER HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) AND ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE AFOREMENTIONED COURTS. Each of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties hereto consents to process being served by any Party in such suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 7.3. 7.3 Notices. All notices, requests, payments, instructions or other documents to be given hereunder will be in writing or by written telecommunication, and will be deemed to have been duly given if (i) delivered personally (effective upon delivery), (ii) mailed by registered or certified mail, return receipt requested, postage prepaid (effective five business days after dispatch), or (iii) sent by a reputable, established courier service that guarantees next business day delivery (effective the next business day), addressed as follows (or to such other address as the recipient Party may have furnished to the sending Party for the purpose pursuant to this Section): If to Harbinger to: c/o Harbinger Capital Partners Funds 555 Madison Avenue, 16th Floor New York, NY 10022 Attention: Jeffrey T. Kirshner, Esq. with a copy, which shall not constitute notice, sent at the same time and by the same means to: Harbert Management Corporation One Riverchase Parkway, South Birmingham, AL 35244 Attention: General Counsel and Weil, Gotshal & Manges LLP 100 Federal Street Boston, MA 02110 Attention: Joseph J. Basile If to the Stockholder, to: Motient Ventures Holding Inc. c/o TerreStar Corporation 12010 Sunset Hills Road Reston, VA 20910 Attention: General Counsel with a copy, which shall not constitute notice, sent at the same time and by the same means to: Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Attention: David M. Wilf If to the Collateral Agent, to Goldberg, Godles, Wiener & Wright 1229 Nineteenth St., NW Washington, DC 20036 Attention: Henry Goldberg Any Party may change the Person(s) and address(es) to which the notices or other communications are to be sent by giving written notice of any such change in the manner provided herein for giving notice. 7.4 Specific Performance. The Stockholder acknowledges that it will be impossible to measure in money the damages to Harbinger if the Stockholder fails to comply with its obligations under this Agreement, and that, in the event of any such failure, Harbinger will not have an adequate remedy at law. Accordingly, the Stockholder agrees that injunctive or other equitable relief, in addition to remedies at law or damages, is an appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that Harbinger has an adequate remedy at law. The Stockholder agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with Harbinger's seeking or obtaining such equitable relief. 7.5 Assignments. This Agreement will bind and inure to the benefit of the Parties and their respective successors, and permitted assigns. No Party will assign any rights or delegate any obligations hereunder without the consent of the other Parties, other than in the case of Harbinger, which shall have the right to assign any or all of its rights and/or delegate its obligations to any fund affiliated with Harbinger Master or Harbinger Special. Except as otherwise expressly provided herein, nothing in this Agreement is intended to or will confer any rights or remedies to any Person other than the Parties and their respective successors and permitted assigns. 7.6 Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one and the same agreement. In pleading or proving this Agreement, it will not be necessary to produce or account for more than one such counterpart. Facsimile and PDF signatures hereto shall be deemed to be of the same force and effect as originals. 7.7 Waivers. No waiver of any breach or default hereunder will be valid unless in a writing signed by the waiving Party. No failure or other delay by any Party in exercising any right, power or privilege hereunder will be or operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 7.8 Entire Agreement. This Agreement contains the entire understanding and agreement among the Parties, and supersedes any prior understandings or agreements among them, or between or among any of them, with respect to the subject matter hereof, except for those set forth in the Stock Purchase Agreement. 7.9 Amendments in Writing. This Agreement may not be amended, modified, or supplemented except by a writing duly executed by all of the Parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Annex A IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first written above HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C., 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: MOTIENT VENTURES HOLDING, INC.: By: -------------------------------------- Name: Title: GOLDBERG, GODLES, WIENER & WRIGHT as Collateral Agent By: -------------------------------------- Name: Title: SK 03773 0003 919107 EX-99.R 4 d919116_ex99-r.txt EXHIBIT R Execution Copy 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. 555 Madison Avenue, 16th Floor New York, New York 10022 September 12 2008 SkyTerra Communications, Inc. 10802 Parkridge Boulevard Reston, Virginia 20191 Attention: General Counsel Gentlemen: Reference is made to that certain Stock Purchase Agreement (the "Harbinger Purchase Agreement"), dated as of September 12, 2008, by and among Harbinger Capital Partners Master Fund I, Ltd. ("Harbinger Master"), Harbinger Capital Partners Special Situations Fund, L.P. ("Harbinger Special" and, together with Harbinger Master, "Harbinger") and Motient Ventures Holding Inc. ("Motient"), pursuant to which Harbinger will purchase from Motient 23,376,074 shares (the "Purchased Shares") of the non-voting common stock, par value $0.01 per share (the "Non-Voting Common Stock") of SkyTerra Communications, Inc. (the "Company"). Reference is also made to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated as of July 24, 2008 and as may be amended from time to time, by and among Harbinger Master, Harbinger Special, Harbinger Co-Investment Fund, L.P. ("Satellite Fund"), Harbinger Capital Partners Fund I, L.P. ("Capital Fund" and, collectively with Harbinger and Satellite Fund, the "Securityholders") and the Company, pursuant to which the Company has granted the Securityholders certain registration rights with respect to certain securities issued or to be issued by the Company. Further reference is made to that certain Exchange Agreement (the "Exchange Agreement"), dated as of May 6, 2006, by and among TerreStar Corporation (f/k/a Motient Corporation) ("TerreStar"), Motient and the Company pursuant to which the Company purchased from Motient 9,034,848.51 limited partnership units of Mobile Satellite Ventures, LP ("MSV") and 1,572.11 shares of common stock of Mobile Satellite Ventures GP, Inc. in exchange for 25,478,273 shares of the Company's Non-Voting Common Stock exchangeable in certain circumstances for an equal number of shares of the Company's Voting Common Stock (as defined below). 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, the parties to this Letter Agreement hereby agrees as follows: 1. Exchange of Shares. (a) As soon as reasonably practicable following the Closing, the Company will exchange 67,701 of the Purchased Shares for shares of the Company's voting common stock, par value $0.01 per share (the "Voting Common Stock", and together with the Non-Voting Common Stock, the "Common Stock") on a one-for-one basis (in each case as appropriately adjusted for any stock split, combination, capital reorganization, reclassification, stock dividend, stock distribution or similar event declared or effected after the date hereof) (the "Exchanged Shares"). At any time and from time to time after the date of this Letter Agreement, at the request of Harbinger or any Affiliate of Harbinger (each a "Harbinger Affiliate" and, collectively with Harbinger, each a "Stockholder"), upon the certification of Harbinger or such Harbinger Affiliate to SkyTerra of the representation and warranty contained in Section 4(c) with respect to such entity as of such date, the Company will exchange all or part of the remaining Purchased Shares for shares of the Voting Common Stock on a one-for-one basis (in each case as appropriately adjusted for any stock split, combination, capital reorganization, reclassification, stock dividend, stock distribution or similar event declared or effected after the date hereof). In the event that Harbinger is unable to obtain the consent of the Federal Communications Commission ("FCC") authorizing Harbinger to own up to 100% of the Common Stock of the Company (the "FCC Consent"), which is required in order for Harbinger to take title to the Remaining Shares (as hereinafter defined), and the Collateral Agent (as hereinafter defined) in possession of such Remaining Shares sells some or all of the Remaining Shares to a third party (such third party, also a "Stockholder"), then the Company agrees that at any time and from time to time, at the request of such third party, the Company will exchange all or a part of such Remaining Shares for shares of Voting Common Stock on a one-for-one basis (in each case as appropriately adjusted for any stock split, combination, capital reorganization, reclassification, stock dividend, stock distribution or similar event declared or effected after the date hereof) provided that such third party provides to SkyTerra a certification of the representations and warranties contained in Section 4 with respect to such third party as of such date. Upon surrender of certificates representing the shares of Non-Voting Common Stock that are being exchanged, the Company will issue to such Stockholder certificates representing the appropriate number of shares of Voting Common Stock registered in the name of such Stockholder or such other Person as the Stockholder may designate. The shares of Voting Common Stock issuable upon exchange for the shares of Non-Voting Common Stock will have been duly authorized by the Company and, when delivered in accordance with the terms of this Letter Agreement and upon surrender of the Purchased Shares to the Company, will be validly issued, fully paid and nonassessable. For purposes of this Letter Agreement, (i) "Remaining Shares" shall mean 7,656,737 of the Purchased Shares, which shall be held in escrow by the Collateral Agent for the benefit of Harbinger, pending receipt of the FCC Consent, and (ii) "Collateral Agent" shall mean Goldberg, Godles, Wiener & Wright. (b) The certificates representing the Voting Common Stock issued pursuant to Section 1(a) will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS, (II) SUCH TRANSACTION IS PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (III) AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER, HAS BEEN DELIVERED TO THE ISSUER AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (c) If the issuance of shares of Voting Common Stock to any Stockholder pursuant to Section 1(a) would conflict with, violate or constitute a breach or default under FCC rules or regulations to which the Company or any of its subsidiaries is subject; violate any judgment, order, decree or law applicable to the Company or any of its subsidiaries; or delay or otherwise adversely impact any consent, approval, or filing of the Company or its subsidiaries with the FCC, then the Company shall issue the maximum number of shares of Voting Common Stock pursuant to Section 1(a) that can be issued without causing such conflict, violation, breach, delay or adverse impact, or without receipt of such consent or approval, or pursuant to such consent or approval. 2. Registration Rights Agreement. As promptly as reasonably practicable, the Company and Harbinger shall take all actions necessary to amend the definition of "Registrable Shares" in the Registration Rights Agreement to include the Purchased Shares to be purchased by Harbinger pursuant to the Harbinger Purchase Agreement. In the event that Harbinger is unable to obtain the FCC Consent, and the Collateral Agent sells some or all of the Remaining Shares to a third party, the Company agrees, as promptly as reasonably practicable following such sale, to take all actions necessary to enter into a customary registration rights agreement with such third party, providing for a shelf resale registration statement with respect to such Remaining Shares. Such agreement shall be in substantially the form of the registration rights agreement being entered into by the Company on the date hereof with investors purchasing an aggregate of 6,550,000 shares of the Company's common stock from Motient pursuant to the Letter Agreement dated the date hereof (the "Other Investors Letter Agreement"), and such registration rights shall not obligate the Company to consummate or assist in any underwritten offering. 3. Company Consent. The Company hereby agrees and consents in all respects to the sale of the Purchased Shares to Harbinger pursuant to the terms and conditions of the Harbinger Purchase Agreement as such agreement is in effect on the date hereof. 4. Harbinger Representations and Warranties. Harbinger hereby represents and warrants to the Company as follows: (a) Authority. Harbinger has all requisite power, authority and legal capacity to enter into this Letter Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Letter Agreement by Harbinger, the performance of Harbinger's obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action of Harbinger. This Letter Agreement has been duly executed and delivered by Harbinger and, assuming the due authorization, execution and delivery of this Letter Agreement by the Company, constitutes a valid and binding obligation of Harbinger, enforceable against Harbinger in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to enforcement of creditors' rights generally and by general principles of equity. (b) Investment Intent. Harbinger agrees that the Exchanged Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933 (the "Securities Act") and any applicable state securities laws, except pursuant to an exemption from such registration under the Securities Act and such laws. Harbinger is able to bear the economic risk of holding the Exchanged Shares for an indefinite period (including total loss of its investment), and (either alone or together with its representatives) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment. Harbinger's acquisition of the Exchanged Shares will not require any registration under the Securities Act. (c) Government Approvals. Harbinger's acquisition of the Exchanged Shares does not require the consent, approval, authorization or order of, or the filing, registration or qualification of Harbinger with, any governmental authority, except for those which have already been received or made. Harbinger's acquisition of the Exchanged Shares does not require a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time, and does not violate any rule or regulation of the FCC. 5. Harbinger Acknowledgement. Harbinger hereby acknowledges that it has no rights under the Exchange Agreement (except to the extent it has any rights in its role as a stockholder of TerreStar), and that it shall not be entitled to any representation on the board of directors of the Company or any of its subsidiaries, including MSV, or to any information rights with respect to the Company any of its subsidiaries, including MSV, to which TerreStar or its subsidiaries would otherwise be entitled pursuant to the Exchange Agreement. 6. No Material Adverse Effect. No suit, action, investigation or other proceeding or event arising out of, related to or in connection with any transactions contemplated by this Letter Agreement, the Exchange Agreement or the Other Investors Letter Agreement, including any claims or consequences relating to or resulting from such transactions, and no breach or violation of this Letter Agreement, the Exchange Agreement or the Other Investors Letter Agreement, shall be deemed to constitute a breach of, or form the basis for the termination of, or constitute or otherwise form the basis of a "Material Adverse Effect" under, either the Master Contribution and Support Agreement, dated July 24, 2008, among the Company, MSV, Mobile Satellite Ventures Subsidiary LLC, Harbinger, Harbinger Capital Partners Fund I, L.P. and Harbinger Co-Investment Fund, L.P., or the Securities Purchase Agreement, dated as of July 24, 2008, among MSV, Mobile Satellite Ventures Finance Co., a Delaware corporation, and Harbinger. This Letter Agreement 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 to this Letter Agreement, with respect to the subject matter hereof. Each of Harbinger and its affiliates, on the one hand, and the Company, on the other hand, shall, upon request of the other party, execute and deliver to the requesting party any additional documents and take such further actions (including delivering instructions to any depositary or securities intermediary) as the requesting party may deem to be necessary or desirable to effect the transactions contemplated hereunder or to ensure compliance with the terms 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, L.L.C., 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 LP, LLC, as general partner By: HMC - New York, Inc., as managing member By: -------------------------------------- Name: Title: Acknowledged by: SKYTERRA COMMUNICATIONS, INC. By: ------------------------- Name: Title: [SIGNATURE PAGE TO LETTER AGREEMENT] SK 03773 0003 919116 EX-99.S 5 d919363_ex99-s.txt EXHIBIT S Execution Copy 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. 555 Madison Avenue, 16th Floor New York, New York 10022 September 16, 2008 SkyTerra Communications, Inc. 10802 Parkridge Boulevard Reston, Virginia 20191 Attention: General Counsel Gentlemen: Reference is made to that certain Stock Purchase Agreement (the "Harbinger Purchase Agreement"), dated as of September 12, 2008, by and among Harbinger Capital Partners Master Fund I, Ltd. ("Harbinger Master"), Harbinger Capital Partners Special Situations Fund, L.P. ("Harbinger Special" and, together with Harbinger Master, "Harbinger") and Motient Ventures Holding Inc. ("Motient"), pursuant to which Harbinger purchased from Motient 23,376,074 shares (the "Purchased Shares") of the non-voting common stock, par value $0.01 per share (the "Non-Voting Common Stock") of SkyTerra Communications, Inc. (the "Company"). Reference is also made to that certain Letter Agreement (the "Initial Letter Agreement"), dated as of September 12, 2008, by and among Harbinger and the Company, pursuant to which the Company (i) agreed to exchange the Purchased Shares for shares of Voting Common Stock (as hereinafter defined), (ii) agreed to amend the Registration Rights Agreement (as hereinafter defined) to include the Purchased Shares in the definition of `Registrable Shares', and (iii) consented to the purchase of the Purchased Shares by Harbinger pursuant to the Harbinger Purchase Agreement. Reference is also made to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated as of July 24, 2008 and as may be amended from time to time, by and among Harbinger Master, Harbinger Special, Harbinger Co-Investment Fund, L.P. ("Satellite Fund"), Harbinger Capital Partners Fund I, L.P. ("Capital Fund" and, collectively with Harbinger and Satellite Fund, the "Securityholders") and the Company, pursuant to which the Company has granted the Securityholders certain registration rights with respect to certain securities issued or to be issued by the Company. Further reference is made to that certain Exchange Agreement (the "Exchange Agreement"), dated as of May 6, 2006, by and among TerreStar Corporation (f/k/a Motient Corporation) ("TerreStar"), Motient and the Company pursuant to which the Company purchased from Motient 9,034,848.51 limited partnership units of Mobile Satellite Ventures, LP ("MSV") and 1,572.11 shares of common stock of Mobile Satellite Ventures GP, Inc. in exchange for 25,478,273 shares of the Company's Non-Voting Common Stock exchangeable in certain circumstances for an equal number of shares of the Company's Voting Common Stock (as defined below). 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, the parties to this Letter Agreement hereby agrees as follows: 1. Other Shares. Pursuant to Section 2.6 of the Harbinger Purchase Agreement, Harbinger has agreed to purchase from Motient an additional 250,000 shares (the "Additional Shares") of Non-Voting Common Stock. Such Additional Shares shall be held in escrow by the Collateral Agent (as hereinafter defined) for the benefit of Harbinger, pending receipt of the FCC Consent (as hereinafter defined). None of the Additional Shares are being exchanged for shares of Voting Common Stock on the date hereof. 2. Exchange of Shares. (a) At any time and from time to time after the date of this Letter Agreement, at the request of Harbinger or any Affiliate of Harbinger (each a "Harbinger Affiliate" and, collectively with Harbinger, each a "Stockholder"), upon the certification of Harbinger or such Harbinger Affiliate to SkyTerra of the representation and warranty contained in Section 4(c) with respect to such entity as of such date, the Company will exchange all or part of the Additional Shares for shares of the Company's voting common stock, par value $0.01 per share (the "Voting Common Stock", and together with the Non-Voting Common Stock, the "Common Stock") on a one-for-one basis (in each case as appropriately adjusted for any stock split, combination, capital reorganization, reclassification, stock dividend, stock distribution or similar event declared or effected after the date hereof) (the "Exchanged Shares"). In the event that Harbinger is unable to obtain the consent of the Federal Communications Commission ("FCC") authorizing Harbinger to own up to 100% of the Common Stock of the Company (the "FCC Consent"), which is required in order for Harbinger to take title to the Additional Shares, and the Collateral Agent (as hereinafter defined) in possession of such Additional Shares sells some or all of the Additional Shares to a third party (such third party, also a "Stockholder"), then the Company agrees that at any time and from time to time, at the request of such third party, the Company will exchange all or a part of such Additional Shares for shares of Voting Common Stock on a one-for-one basis (in each case as appropriately adjusted for any stock split, combination, capital reorganization, reclassification, stock dividend, stock distribution or similar event declared or effected after the date hereof) provided that such third party provides to SkyTerra a certification of the representations and warranties contained in Section 4 with respect to such third party as of such date. Upon surrender of certificates representing the shares of Non-Voting Common Stock that are being exchanged, the Company will issue to such Stockholder certificates representing the appropriate number of shares of Voting Common Stock registered in the name of such Stockholder or such other Person as the Stockholder may designate. The shares of Voting Common Stock issuable upon exchange for the shares of Non-Voting Common Stock will have been duly authorized by the Company and, when delivered in accordance with the terms of this Letter Agreement and upon surrender of the Additional Shares to the Company, will be validly issued, fully paid and nonassessable. For purposes of this Letter Agreement, "Collateral Agent" shall mean Goldberg, Godles, Wiener & Wright. (b) The certificates representing the Voting Common Stock issued pursuant to Section 1(a) will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS, (II) SUCH TRANSACTION IS PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (III) AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER, HAS BEEN DELIVERED TO THE ISSUER AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (c) If the issuance of shares of Voting Common Stock to any Stockholder pursuant to Section 1(a) would conflict with, violate or constitute a breach or default under FCC rules or regulations to which the Company or any of its subsidiaries is subject; violate any judgment, order, decree or law applicable to the Company or any of its subsidiaries; or delay or otherwise adversely impact any consent, approval, or filing of the Company or its subsidiaries with the FCC, then the Company shall issue the maximum number of shares of Voting Common Stock pursuant to Section 1(a) that can be issued without causing such conflict, violation, breach, delay or adverse impact, or without receipt of such consent or approval, or pursuant to such consent or approval. 3. Registration Rights Agreement. As promptly as reasonably practicable, the Company and Harbinger shall take all actions necessary to amend the definition of "Registrable Shares" in the Registration Rights Agreement to include the Additional Shares to be purchased by Harbinger pursuant to the Harbinger Purchase Agreement. In the event that Harbinger is unable to obtain the FCC Consent, and the Collateral Agent sells some or all of the Additional Shares to a third party, the Company agrees, as promptly as reasonably practicable following such sale, to take all actions necessary to enter into a customary registration rights agreement with such third party, providing for a shelf resale registration statement with respect to such Additional Shares. Such agreement shall be in substantially the form of the registration rights agreement being entered into by the Company with investors purchasing an aggregate of 6,300,000 shares of the Company's common stock from Motient pursuant to the Letter Agreements dated the date hereof (the "Other Investors Letter Agreements"), and such registration rights shall not obligate the Company to consummate or assist in any underwritten offering. 4. Company Consent. The Company hereby agrees and consents in all respects to the sale of the Additional Shares to Harbinger pursuant to the terms and conditions of the Harbinger Purchase Agreement as such agreement is in effect on the date hereof. 5. Harbinger Representations and Warranties. Harbinger hereby represents and warrants to the Company as follows: (a) Authority. Harbinger has all requisite power, authority and legal capacity to enter into this Letter Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Letter Agreement by Harbinger, the performance of Harbinger's obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action of Harbinger. This Letter Agreement has been duly executed and delivered by Harbinger and, assuming the due authorization, execution and delivery of this Letter Agreement by the Company, constitutes a valid and binding obligation of Harbinger, enforceable against Harbinger in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to enforcement of creditors' rights generally and by general principles of equity. (b) Investment Intent. Harbinger agrees that the Additional Shares and the Exchanged Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933 (the "Securities Act") and any applicable state securities laws, except pursuant to an exemption from such registration under the Securities Act and such laws. Harbinger is able to bear the economic risk of holding the Exchanged Shares for an indefinite period (including total loss of its investment), and (either alone or together with its representatives) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment. Harbinger's acquisition of the Additional Shares and the Exchanged Shares will not require any registration under the Securities Act. (c) Government Approvals. Harbinger's acquisition of the Additional Shares and the Exchanged Shares does not require the consent, approval, authorization or order of, or the filing, registration or qualification of Harbinger with, any governmental authority, except for those which have already been received or made. Harbinger's acquisition of the Additional Shares and the Exchanged Shares does not require a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time, and does not violate any rule or regulation of the FCC. 6. Harbinger Acknowledgement. Harbinger hereby acknowledges that it has no rights under the Exchange Agreement (except to the extent it has any rights in its role as a stockholder of TerreStar), and that it shall not be entitled to any representation on the board of directors of the Company or any of its subsidiaries, including MSV, or to any information rights with respect to the Company any of its subsidiaries, including MSV, to which TerreStar or its subsidiaries would otherwise be entitled pursuant to the Exchange Agreement. 7. No Material Adverse Effect. No suit, action, investigation or other proceeding or event arising out of, related to or in connection with any transactions contemplated by this Letter Agreement, the Exchange Agreement, the Initial Letter Agreement or the Other Investors Letter Agreements, including any claims or consequences relating to or resulting from such transactions, and no breach or violation of this Letter Agreement, the Exchange Agreement, the Initial Letter Agreement or the Other Investors Letter Agreements, shall be deemed to constitute a breach of, or form the basis for the termination of, or constitute or otherwise form the basis of a "Material Adverse Effect" under, either the Master Contribution and Support Agreement, dated July 24, 2008, among the Company, MSV, Mobile Satellite Ventures Subsidiary LLC, Harbinger, Harbinger Capital Partners Fund I, L.P. and Harbinger Co-Investment Fund, L.P., or the Securities Purchase Agreement, dated as of July 24, 2008, among MSV, Mobile Satellite Ventures Finance Co., a Delaware corporation, and Harbinger. This Letter Agreement, together with the Initial Letter Agreement, 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 to this Letter Agreement and the Initial Letter Agreement, with respect to the subject matter hereof. Each of Harbinger and its affiliates, on the one hand, and the Company, on the other hand, shall, upon request of the other party, execute and deliver to the requesting party any additional documents and take such further actions (including delivering instructions to any depositary or securities intermediary) as the requesting party may deem to be necessary or desirable to effect the transactions contemplated hereunder or to ensure compliance with the terms 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, L.L.C., 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 LP, LLC, as general partner By: HMC - New York, Inc., as managing member By: ------------------------------- Name: Title: Acknowledged by: SKYTERRA COMMUNICATIONS, INC. By: ---------------------------------- Name: Title: SK 03773 0003 919363 -----END PRIVACY-ENHANCED MESSAGE-----