sc13dza

-----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, Bjz64nOE54IruYdX1bVaulw27oUreeWN3ObXbWv+i6/E8/2P45B4N88RXjoRYWN6 ZXuqnyYgzvl3Noc1LNgXaQ== 0001206212-07-000008.txt : 20070116 0001206212-07-000008.hdr.sgml : 20070115 20070116154954 ACCESSION NUMBER: 0001206212-07-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 GROUP MEMBERS: BCE INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTIENT CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930976127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42503 FILM NUMBER: 07532061 BUSINESS ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD, STREET 2: 6TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-483-7806 MAIL ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD, STREET 2: 6TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP DATE OF NAME CHANGE: 19931019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BCE INC CENTRAL INDEX KEY: 0000718940 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 99999999 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1000 DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 MONTREAL CITY: QUEBEC CANADA STATE: A8 ZIP: H3B 4Y7 BUSINESS PHONE: 5143977000 MAIL ADDRESS: STREET 1: 1000 DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 MONTREAL CITY: QUEBEC CANADA STATE: A8 ZIP: H3B 4Y7 FORMER COMPANY: FORMER CONFORMED NAME: BELL CANADA ENTERPRISES INC DATE OF NAME CHANGE: 19880111 SC 13D/A 1 m34411a1sc13dza.htm SCHEDULE 13D/A sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Motient Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

619908304

(CUSIP Number)

BCE Inc.
1000, rue de la Gauchetière Ouest
Bureau 3700
Montréal, Québec H3B 4Y7
Canada

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 15, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 (“Act”) 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Continued on following pages)


CUSIP No.		619908304				Page 2		of		11 pages

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

BCE Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

SOLE VOTING POWER:

NUMBER OF

9,031,213

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

9,031,213

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

9,031,213

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

11.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 2 of 11 Pages

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to be filed as Exhibits
SIGNATURES
EXHIBIT INDEX
Exchange Agreement
Registration Rights Agreement

This Amendment No. 1 hereby amends the Schedule 13D originally filed jointly on October 5, 2006 by BCE Inc. and various entities controlled by BCE Inc. Items 1 through 7 of that Schedule 13D are hereby amended and restated to read in their entirety as follows:

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the shares of common stock, par value $0.01 per share (“Common Stock”), of Motient Corporation, a Delaware corporation (“Motient”). The principal executive offices of Motient are located at 300 Knightsbridge Parkway, Lincolnshire, IL 60069.

Item 2. Identity and Background.

This statement is being filed by BCE Inc. (“BCE”).

BCE is a corporation organized under the laws of Canada. Its principal business is communications. The address of its principal office is 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Québec H3B 4Y7, Canada.

Information about the executive officers and directors of BCE is set forth in Schedule I hereto, which is incorporated herein by reference.

During the last five years, neither BCE nor, to the best of its knowledge, any of the persons listed in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

As described in greater detail in response to Item 6 below, BCE has entered into an exchange agreement pursuant to which it will acquire 9,031,213 shares of Common Stock of Motient (the “Shares”) in exchange for the 5,073,715 shares of common stock of TerreStar Networks Inc. and 1,887,133.89202 shares of common stock of TerreStar Networks Bermuda Ltd. currently owned by BCE (collectively, the “TerreStar Shares”).

Item 4. Purpose of Transaction.

BCE (a) will be acquiring the Shares for investment purposes only, (b) expects to evaluate on an ongoing basis Motient’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other factors, (c) expects in particular to consider reductions in its holdings of Shares as and when market conditions permit, (d) may dispose of

Page 3 of 11 Pages

Shares from time to time in public or private transactions and (e) may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the Shares. BCE reserves the right to change its plans and intentions at any time.

Except as set forth in this Item 4, BCE has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

As a result of the exchange agreement described in Item 6 below pursuant to which BCE will acquire the Shares, BCE beneficially owns 9,031,213 shares of Common Stock of Motient. Treating the Shares as though there were already outstanding, the Shares represent approximately 11.5% of the outstanding shares of Common Stock of Motient, based on the 69,610,780 shares Motient reported as outstanding as of November 1, 2006 in its quarterly report on Form 10-Q for the period ended September 30, 2006. When BCE acquires the Shares, it will have sole power to vote or direct the vote and sole power to dispose or direct the disposition of all such Shares. To the best of BCE’s knowledge, none of the persons named on Schedule I hereto beneficially own any shares of Common Stock.

Neither BCE nor, to the best of BCE’s knowledge, any person named on Schedule I hereto has effected any transactions in the past sixty days in the Common Stock.

No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

BCE has not ceased to be the beneficial owner of more than five percent of the shares of Common Stock. However, as a result of an assignment on January 5, 2007 described in Item 6 below, the other entities controlled by BCE that had been reporting persons under this statement as in effect before Amendment No. 1 hereto (the “Previous Reporting Persons”) have ceased to be beneficial owners of any shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On June 22, 2006, TMI Communications Delaware, Limited Partnership, a limited partnership that was at the time indirectly wholly owned by BCE (“TMI Delaware”), entered into a letter agreement with Motient (the “Letter Agreement”) which gave TMI Delaware the right, on the terms and subject to the conditions set forth therein, to enter into an exchange agreement with Motient (the “Exchange Agreement”) pursuant to which TMI Delaware would acquire the Shares in exchange for the TerreStar Shares. On September 25, 2006, the last material condition to that right was satisfied, and as a result as of September 25, 2006 BCE and the Previous Reporting Persons were deemed to have acquired beneficial ownership of the Shares.

On January 5, 2007, the TerreStar Shares were transferred in a series of steps to BCE and TMI Delaware assigned its rights and obligations under the Letter Agreement to BCE.

Page 4 of 11 Pages

On January 15, BCE exercised its right to require Motient to enter into the Exchange Agreement. The Exchange Agreement is substantially identical to the Exchange Agreements among Motient, MVH Holdings Inc. and various Columbia and Spectrum funds (the “Funds”) dated as of May 6, 2006.

The Exchange Agreement provides for a closing as soon as practicable. If the closing occurs after the record date for Motient’s planned dividend of shares of common stock of SkyTerra Communications, Inc. (“SkyTerra”) that Motient received in the previously announced exchange transactions between Motient and SkyTerra (the “Initial Dividend”), the Exchange Agreement provides that at closing BCE would receive in exchange for the TerreStar Shares not only the Shares but also the number of shares of SkyTerra common stock that BCE would have received if the closing had occurred prior to the record date for the Initial Dividend and BCE had thereafter received its pro rata share of the Initial Dividend.

The Exchange Agreement grants BCE the right to have an observer on the board of directors of Motient and all committees of the board of Motient other than the compensation committee and the audit committee. Those rights would terminate when (a) neither BCE nor an affiliate of BCE remains the legal holder of the 2 GHz Authorization referred to in the Exchange Agreement and (b) BCE and its affiliates collectively no longer hold all of the shares of common stock of TerreStar Networks Holdings (Canada), Inc. that they initially receive when the 2 Ghz Authorization is transferred to TerreStar Canada as contemplated by the Exchange Agreement.

In connection with entering into the Exchange Agreement, BCE and Motient also entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement is substantially identical to the terms of the registration rights agreements that Motient entered into with the Funds, except that BCE’s registration rights last longer.

The descriptions of the Letter Agreement, Exchange Agreement and Registration Rights Agreement contained herein are qualified in their entirety by reference to the executed Letter Agreement, Exchange Agreement and Registration Rights Agreement, copies of which has been filed as Exhibits 2, 3 and 4 hereto and are incorporated herein by reference.

Except as described or incorporated by reference herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among BCE or, to its best knowledge, any of the other persons named in Item 2 or between BCE or, to its best knowledge, any of the other persons named in Item 2 and any other person with respect to any securities of Motient, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Item 7. Material to be filed as Exhibits.

Exhibit 1 – Joint Filing Agreement, dated October 5, 2006, among the Reporting Persons named therein.*

Exhibit 2 – Letter Agreement, dated June 22, 2006, between TMI Communications Delaware, Limited Partnership and Motient Corporation.*

Page 5 of 11 Pages

Exhibit 3 – Exchange Agreement, dated as of January 15, 2007, among Motient Corporation, MVH Holdings Inc. and BCE Inc.

Exhibit 4 – Registration Rights Agreement, dated as of January 15, 2007, between BCE Inc. and Motient Corporation.


*		previously filed

Page 6 of 11 Pages

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
BCE INC.

The following sets forth the name, residence or business address, present principal occupation or employment and citizenship of the directors and executive officers of BCE Inc. (“BCE”).


		Principal Occupation or
		Employment (and address of
		corporation or other organization in
Name	Residence or Business Address	which such employment is conducted)	Citizenship

Directors

André Bérard	600, de La Gauchetière W., 27^th Floor Montréal, Québec, Canada H3B 4L2	Corporate Director, 600, de La Gauchetière W., 27^th Floor, Montréal, Québec, Canada H3B 4L2	Canadian

Ronald A. Brenneman	150 – 6th Avenue S.W., P.O. Box 2844 Calgary, Alberta, Canada T2P 3E3	President and Chief Executive Officer, Petro-Canada (petroleum company), 150 – 6th Avenue S.W., P.O. Box 2844, Calgary, Alberta, Canada T2P 3E3	Canadian

Richard J. Currie	483 Bay Street, 7^th Floor, North Tower Toronto, Ontario, Canada M5G 2C9	Chair of the board, BCE and Bell Canada, 483 Bay Street, 7^th Floor, North Tower, Toronto, Ontario, Canada M5G 2C9	Canadian

Anthony S. Fell	200 Bay Street, 3^rd Floor, South Tower Toronto, Ontario, Canada M5J 2W7	Chairman of the board, RBC Dominion Securities Limited (investment bank), 200 Bay Street, 3^rd Floor, South Tower, Toronto, Ontario, Canada M5J 2W7	Canadian

Donna Soble Kaufman	2 St. Clair Avenue East, Suite 800 Toronto, Ontario, Canada M4T 2T5	Corporate Director and Lawyer, 2 St. Clair Avenue East, Suite 800, Toronto, Ontario, Canada M4T 2T5	Canadian

Brian M. Levitt	1000, de La Gauchetière W., 21^st Floor Montréal, Québec, Canada H3B 4W5	Partner and Co-Chair, Osler, Hoskin & Harcourt LLP (law firm), 1000, de La Gauchetière W., 21^st Floor, Montréal, Québec, Canada H3B 4W5	Canadian

The Honourable Edward C. Lumley	1 First Canadian Place, 4^th Floor, P.O. Box 150 Toronto, Ontario, Canada M5X 1H3	Vice-Chairman, BMO Nesbitt Burns Inc. (investment bank), 1 First Canadian Place, 4^th Floor, P.O. Box 150, Toronto, Ontario, Canada M5X 1H3	Canadian

Judith Maxwell	305 Clemow Avenue Ottawa, Ontario, Canada K1S 2B7	Research Fellow, Canadian Policy Research Networks, Inc.(non-profit organization conducting research on work, family, health, social policy and public involvement), 600-250 Albert St, Ottawa, Ontario, Canada K1P 6M1	Canadian

John H. McArthur	Gallatin Hall C1-3D, Soldiers Field Boston, Massachusetts USA 02163	Dean Emeritus, Harvard University Graduate School of Business Administration (university), Gallatin Hall C1-3D, Soldiers Field, Boston, Massachusetts, USA 02163	Canadian

Page 7 of 11 Pages


		Principal Occupation or
		Employment (and address of
		corporation or other organization in
Name	Residence or Business Address	which such employment is conducted)	Citizenship
Thomas C. O’Neill	33 Geraldine Court Don Mills, Ontario, Canada M3A 1N2	Corporate Director and Chartered Accountant, 33 Geraldine Court, Don Mills, Ontario, Canada M3A 1N2	Canadian

James A. Pattison	1067 West Cordova Street, Suite 1800 Vancouver, British Columbia, Canada V6C 1C7	Chairman and Chief Executive Officer, The Jim Pattison Group (diversified consumer oriented company), 1067 West Cordova Street, Suite 1800, Vancouver, British Columbia, Canada V6C 1C7	Canadian

Robert C. Pozen	500 Boylston Street Boston, Massachusetts USA 02116	Chairman of the board, MFS Investment Management (global investment manager), 500 Boylston Street, Boston, Massachusetts, USA 02116	American

Michael J. Sabia	1000, de La Gauchetière W., 37^th Floor Montréal, Québec, Canada H3B 4Y7	President, CEO and Director of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Paul M. Tellier	935 de La Gauchetière W., 17^th Floor Montréal, Québec, Canada H3B 2M9	Corporate Director, 935 de La Gauchetière W., 17^th Floor, Montréal, Québec, Canada H3B 2M9	Canadian

Victor L. Young	9 Primrose Place St. John’s, Newfoundland, Canada A1B 4H1	Corporate Director, 9 Primrose Place, St. John’s, Newfoundland, Canada A1B 4H1	Canadian

Executive Officers

Alain Bilodeau	1000, de La Gauchetière W., 4^th Floor Montréal, Québec, Canada H3B 4Y7	Senior Vice-President and President, BCE Corporate Services of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Michael T. Boychuk	1000, de La Gauchetière W., 37^th Floor Montréal, Québec, Canada H3B 4Y7	Senior Vice-President and Treasurer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Karyn A. Brooks	1000, de La Gauchetière W., 7^th Floor Montréal, Québec, Canada H3B 4Y7	Senior Vice-President and Controller of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

William J. Fox	1000, de La Gauchetière W., 37^th Floor Montréal, Québec, Canada H3B 4Y7	Executive Vice-President – Communications and Corporate Development of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Lib Gibson	483 Bay Street, Floor 6N Toronto, Ontario, Canada M5G 2C9	Corporate Advisor of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Leo W. Houle	1000, de La Gauchetière W., 37^th Floor Montréal, Québec, Canada H3B 4Y7	Chief Talent Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Page 8 of 11 Pages


		Principal Occupation or
		Employment (and address of
		corporation or other organization in
Name	Residence or Business Address	which such employment is conducted)	Citizenship
Lawson A.W. Hunter	110 O’Connor Street, 14^th Floor Ottawa, Ontario, Canada K1P 1H1	Executive Vice-President and Chief Corporate Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Alek Krstajic	473 Adelaide Street West, Floor 3 Toronto, Ontario, Canada M5V 1T1	Officer – Office of the CEO of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Patricia A. Olah	1000, de La Gauchetière W., 41^st Floor Montréal, Québec, Canada H3B 5H8	Corporate Secretary and Lead Governance Counsel of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	American

L. Scott Thomson	1000, de la Gauchetière W., 37^th Floor, Montréal, Québec, Canada H3B 4Y7	Executive Vice-President-Corporate Development and Planning of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Wayne L. Tunney	1000, de la Gauchetière W., 37^th Floor, Montréal, Québec, Canada H3B 4Y7	Senior Vice-President – Taxation of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Martine Turcotte	1000, de la Gauchetière W., 38^th Floor, Montréal, Québec, Canada H3B 4Y7	Chief Legal Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Siim A. Vanaselja	1000, de la Gauchetière W., 38^th Floor, Montréal, Québec, Canada H3B 4Y7	Chief Financial Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Nicholas Zelenczuk	483 Bay Street, Floor 9S-Orange Toronto, Ontario, Canada M5G 2C9	Senior Vice-President – Audit and Risk Management of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7	Canadian

Page 9 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 15, 2007


BCE Inc.
By:	(signed)
	Name:	L. Scott Thomson
	Title:	Executive Vice-President – Corporate Development and Planning

Page 10 of 11 Pages

EXHIBIT INDEX


Exhibit Number		Description

1		Joint Filing Agreement, dated October 5, 2006, among the Reporting Persons named therein*

2		Letter Agreement, dated June 22, 2006, between TMI Communications Delaware, Limited Partnership and Motient Corporation*

3		Exhibit 3 – Exchange Agreement, dated as of January 15, 2007, among Motient Corporation, MVH Holdings Inc. and BCE Inc.

4		Exhibit 4 – Registration Rights Agreement, dated as of January 15, 2007, between BCE Inc. and Motient Corporation.


*		previously filed

Page 11 of 11 Pages

EX-3 2 m34411a1exv3.htm EXCHANGE AGREEMENT exv3

EXHIBIT 3

EXCHANGE AGREEMENT

BY AND AMONG

MOTIENT CORPORATION,

MVH HOLDINGS INC.,

AND

BCE Inc.

Dated as of January 15, 2007

TABLE OF CONTENTS


	Page
ARTICLE I

PURCHASE AND SALE

Section 1.1 Sale of TerreStar Shares		1
Section 1.2 Closing		2
Section 1.3 Deliveries		2

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF BCE

Section 2.1 Organization		3
Section 2.2 Title to TerreStar Shares		4
Section 2.3 Authority Relative to this Agreement and the Registration Rights Agreement		4
Section 2.4 Consents and Approvals; No Violations		4
Section 2.5 Purchase Entirely for Own Account		5
Section 2.6 Reliance Upon BCE’s Representations		5
Section 2.7 Receipt of Information		6
Section 2.8 Investor Status; etc		6
Section 2.9 Liens for Taxes		6
Section 2.10 Brokers or Finders		6
Section 2.11 Restricted Securities		6
Section 2.12 Legends		7

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MOTIENT

Section 3.1 Corporate Organization; Related Entities		7
Section 3.2 Capitalization		8
Section 3.3 Authority Relative to This Agreement		9
Section 3.4 Consents and Approvals; No Violations		9
Section 3.5 Reports and Financial Statements		9
Section 3.6 Absence of Certain Changes or Events		11
Section 3.7 Litigation		11
Section 3.8 Compliance with Law		11
Section 3.9 Absence of Undisclosed Liabilities		11
Section 3.10 No Default		12
Section 3.11 Taxes		12

-i-


	Page
Section 3.12 Intellectual Property		13
Section 3.13 Permits		13
Section 3.14 Contracts		14
Section 3.15 Insurance		14
Section 3.16 Ownership of TerreStar Common Stock		14
Section 3.17 Purchase Entirely for Own Account		14
Section 3.18 Reliance Upon Motient’s Representations		14
Section 3.19 Receipt of Information		15
Section 3.20 Investor Status; etc		15
Section 3.21 Brokers or Finders		15
Section 3.22 Restricted Securities		15
Section 3.23 Issuances Exempt		15
Section 3.24 No Integrated Offering		16
Section 3.25 Title to SkyTerra Shares		16

ARTICLE IV

ADDITIONAL AGREEMENTS

Section 4.1 HSR Act and FCC Approval		16
Section 4.2 Blue Sky Laws		17
Section 4.3 Compliance with TerreStar Documents		17
Section 4.4 No Transfers; No Alternative Transactions		18
Section 4.5 Commercially Reasonable Efforts		18
Section 4.6 Public Announcements		19
Section 4.7 Tag Along Rights		19

ARTICLE V

CONDITIONS TO CLOSING OF MOTIENT AND SUB

Section 5.1 Representations and Warranties		20
Section 5.2 Performance		20
Section 5.3 Opinion of BCE’s Counsel		20
Section 5.4 Certificates and Documents		20
Section 5.5 Compliance Certificate		21
Section 5.6 Final Order of FCC and Industry Canada Approval		21
Section 5.7 HSR Approval		21
Section 5.8 Pledge Amendment, Release and Indemnity Agreement and SkyTerra Amendments		21

ARTICLE VI

CONDITIONS TO CLOSING OF BCE

Section 6.1 Representations and Warranties		21
Section 6.2 Performance		22

-ii-


	Page
Section 6.3 Opinion of Motient’s Counsel		22
Section 6.4 Certificates and Documents		22
Section 6.5 Compliance Certificate		22
Section 6.6 FCC and Industry Canada Approvals		22
Section 6.7 HSR Approval		22
Section 6.8 Effective Registration Statement		22
Section 6.9 Registration Rights Agreement		22
Section 6.10 SkyTerra Amendments		22

ARTICLE VII

INDEMNIFICATION

Section 7.1 Survival of Representations and Warranties		22
Section 7.2 Obligation to Indemnify		23
Section 7.3 Indemnification Procedures		23
Section 7.4 Notices and Payments		24
Section 7.5 Limited Remedy		25

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Termination		25
Section 8.2 Survival		26
Section 8.3 Expenses		26
Section 8.4 Counterparts; Effectiveness		26
Section 8.5 Governing Law		27
Section 8.6 Notices		27
Section 8.7 Assignment; Binding Effect		28
Section 8.8 Severability		28
Section 8.9 Entire Agreement; Non-Assignability; Parties in Interest		28
Section 8.10 Headings		28
Section 8.11 Certain Definitions		28
Section 8.12 Amendments and Waivers		29
Section 8.13 Specific Performance		29
Section 8.14 Exclusive Jurisdiction		29
Section 8.15 Waiver of Jury Trial		29

Exhibit A Registration Rights Agreement
Exhibit B Matters to be Addressed in Opinion of Counsel to BCE
Exhibit C Matters to be Addressed in Opinion of Counsel to Motient
Schedule A Motient Disclosure Schedule

-iii-

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January 15, 2007 by and among Motient Corporation, a Delaware corporation (“Motient”), MVH Holdings Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Motient (“Sub”), and BCE Inc., a business corporation incorporated under the laws of Canada (“BCE”).

RECITALS:

WHEREAS, subject to the terms and conditions hereof, at the Closing (as defined below) Motient, through Sub, intends to purchase from BCE, and BCE intends to sell to Sub, (i) 5,073,715 shares of common stock, par value $0.001 per share (the “TerreStar Networks Shares”) of TerreStar Networks, Inc. (“TerreStar”) and (ii) 1,887,133.89202 shares of common stock, par value $0.01 per share (the “TerreStar Bermuda Shares” and, together with the TerreStar Networks Shares, the “TerreStar Shares”) of TerreStar Networks Bermuda Ltd. owned by BCE, in exchange for 9,031,213 shares (“Motient Shares”) of common stock, par value $0.01 per share (“Motient Common Stock”), of Motient, in each case as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event declared or effected prior to the Closing.

AGREEMENT:

NOW, THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1 Sale of TerreStar Shares.

(a) Subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, at the Closing, BCE will purchase from Motient, and Motient shall issue and sell to BCE, the Motient Shares, and Motient will purchase from BCE, and BCE shall sell to Sub, the TerreStar Shares.

(b) If the record date for Motient’s planned distribution of shares of common stock (“SkyTerra Common Stock”) of SkyTerra Communications, Inc. (“SkyTerra”) that Motient receives pursuant to the exchange agreement (the “SkyTerra

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Exchange Agreement”), dated as of May 6, 2006, by and among Motient, Sub and SkyTerra (such distribution, the “Initial Dividend”) occurs prior to the Closing (any such Closing occurring after such record date being herein referred to as a “Late Closing”), then the consideration that Motient shall be required to pay to BCE at Closing in exchange for the TerreStar Shares shall include the Motient Shares plus a number of shares of SkyTerra Common Stock equal to the number of shares of SkyTerra Common Stock distributed per Motient Share in the Initial Dividend multiplied by the number of shares of Motient Common Stock included in the Motient Shares. The shares of SkyTerra Common Stock deliverable to BCE at any Late Closing are collectively referred to herein as the “SkyTerra Shares”.

Section 1.2 Closing. The Closing (the “Closing”) of the purchase and sale contemplated by Section 1.1 hereof shall be held (a) at the offices of Andrews Kurth LLP, 450 Lexington Avenue, New York, New York on the first business day immediately following the day on which the last to be fulfilled or waived of the conditions set forth in Articles V and VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to fulfillment or waiver of those conditions), shall be fulfilled or waived in accordance herewith, or (b) at such other time, date or place as Motient and BCE may agree in writing. The date on which the Closing occurs is hereinafter referred to as the “Closing Date.”

Section 1.3 Deliveries.

(a) Simultaneously with the execution of this Agreement, Motient and BCE shall execute and deliver the Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”).

(b) At the Closing, BCE shall deliver to Motient and/or Sub the following (collectively, the “BCE Closing Deliveries”):

(i) certificates registered in the name of TMI Communications Delaware, Limited Partnership, a Delaware limited partnership in which BCE is currently the general partner (“TMI Delaware”), representing the TerreStar Networks Shares or an affidavit of lost certificate with respect to any lost, missing or destroyed certificate in form reasonably satisfactory to Motient (it being acknowledged that Motient’s counsel in Bermuda already holds certificates representing the TerreStar Bermuda Shares so that there will be no further BCE requirement to deliver those certificates);

(ii) duly executed stock powers evidencing the transfer of the TerreStar Shares from TMI Delaware to BCE (in some cases through one or more subsidiaries of BCE) and from BCE to Sub, in such form reasonably satisfactory to Motient as shall be effective to vest in Motient good and valid title to the

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TerreStar Shares, free and clear of any Lien (as defined below) other than Securities Law Encumbrances (as defined below) or pursuant to the TerreStar Documents (as defined below); and

(iii) a certificate of compliance for BCE from Corporations Canada.

(c) At the Closing, Motient and/or Sub shall deliver to BCE the following (collectively, the “Motient Closing Deliveries”):

(i) a certificate registered in BCE’s name representing the Motient Shares and, if the Closing is a Late Closing, a certificate registered in BCE’s name representing the SkyTerra Shares;

(ii) an effective registration statement (the “Registration Statement”) registering the resale by BCE of the Motient Shares;

(iii) certified resolutions of Motient’s and Sub’s Boards of Directors approving this Agreement and the transactions contemplated hereby;

(iv) a certificate of good standing for Motient and Sub from the Secretary of State of the State of Delaware; and

(v) a certificate complying with Treasury Regulation Section 1.897-2(g)(1)(ii) that states that interests in TerreStar are not “United States real property interests.”

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF BCE

BCE represents and warrants to Motient and Sub, as follows:

Section 2.1 Organization. BCE is a business corporation duly organized, validly existing and in good standing under the laws of Canada and has the requisite corporate power and authority to own or lease its properties and to carry on its business as is presently being conducted. BCE is duly qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a BCE Material Adverse Effect. A “BCE Material Adverse Effect” means a material adverse effect respecting the ability of BCE to consummate the transactions contemplated by this Agreement or fulfill the conditions to

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Closing set forth herein, except to the extent that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.

Section 2.2 Title to TerreStar Shares. As of the date hereof, BCE owns, and at all times until and including the Closing Date, BCE will own, of record and beneficially, the TerreStar Shares free and clear of any and all option, call, contract, commitment, mortgage, pledge, security interest, encumbrance, lien, Tax, claim or charge of any kind or right of others of whatever nature (collectively, a “Lien”) of any kind, other than pursuant to applicable securities laws (“Securities Law Encumbrances”) or the TerreStar Documents (defined below). Upon the Closing, (x) Sub shall be vested with good and valid title to the TerreStar Shares, free and clear of any Liens of any kind (other than Securities Law Encumbrances or the TerreStar Documents) and (y) BCE shall not own, of record or beneficially, or have, by conversion, warrant, option or otherwise, any right to interest in or agreement to acquire any shares of TerreStar common stock, other than options to purchase shares of TerreStar common stock held by persons affiliated with BCE that may be deemed to be beneficially owned, directly or indirectly, by BCE. The “TerreStar Documents” means the Amended and Restated TerreStar Networks Inc. Stockholders’ Agreement dated May 6, 2006 (the “TerreStar Stockholders’ Agreement”), the TerreStar Parent Transfer/Drag Along Agreement dated May 11, 2005, the Certificate of Incorporation of TerreStar Networks Inc. and the Amended and Restated Bylaws of TerreStar Networks, Inc., as the same may be amended from time to time.

Section 2.3 Authority Relative to this Agreement and the Registration Rights Agreement. BCE has the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by BCE, and the consummation by BCE of the transactions contemplated hereby have been duly authorized by BCE, and no other proceedings on the part of BCE are necessary to authorize this Agreement or for BCE to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by BCE and, assuming the due authorization, execution and delivery thereof by Motient and Sub, constitutes the valid and binding obligation of BCE, enforceable against BCE in accordance with its terms.

Section 2.4 Consents and Approvals; No Violations. Except in connection or in order to comply with the applicable provisions of (a) the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), (c) filings or approvals

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required under state securities or “blue sky” laws, (d) the tag-along provisions (the “TerreStar Tag-Along”) of Section 8 of the TerreStar Stockholders’ Agreement, and (e) the Communications Act of 1934, as amended, the Radiocommunication Act, as amended, the Telecommunications Act, as amended, and the rules, regulations, policies and authorizations of the Federal Communications Commission and any successor thereto (“FCC”), Industry Canada and any successor thereto and Canadian Radio-television and Telecommunications Commission and any successor thereto (collectively, the “Communications Laws”), neither the execution and delivery of this Agreement or the Registration Rights Agreement, nor the consummation of the transactions contemplated hereby or thereby, will conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the organizational documents of BCE, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BCE or its respective properties or assets, including but not limited to the TerreStar Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by or with respect to BCE in connection with the execution and delivery of this Agreement or the Registration Rights Agreement by BCE or the consummation by BCE of the transactions contemplated hereby or thereby, except for such consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a BCE Material Adverse Effect.

Section 2.5 Purchase Entirely for Own Account. The Motient Shares will be acquired for investment for BCE’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, in each case, in violation of applicable securities laws, and BCE has no present intention of selling, granting any participation in, or otherwise distributing such Motient Shares except in compliance with applicable securities laws. It is understood that nothing herein shall prevent BCE from distributing the Motient Shares to its beneficial owners, in compliance with Section 5.1 of the Registration Rights Agreement and applicable securities laws.

Section 2.6 Reliance Upon BCE’s Representations. BCE understands that the Motient Shares will not be registered for issuance to BCE under the Securities Act and the sale provided for in this Agreement and Motient’s issuance of the Motient Shares hereunder will be made in reliance upon an exemption from registration under the

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Securities Act pursuant to Section 4(2) thereof, and that, in such case, Motient’s reliance on such exemption will be based on BCE’s representations set forth herein.

Section 2.7 Receipt of Information. BCE believes it has received all the information it considers necessary or appropriate for deciding whether to acquire Motient Shares. BCE further represents that it has had an opportunity to ask questions and receive answers from Motient regarding the terms and conditions of the offering of Motient Shares and the business and financial condition of Motient and to obtain additional information (to the extent Motient possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The foregoing, however, does not limit or modify the representations or warranties of Motient in this Agreement or the right of BCE to rely upon such representations or warranties. BCE has not received, nor is it relying on, any representations or warranties from Motient or Sub, other than as provided herein; provided, that the foregoing shall not affect any right BCE may have on account of fraud.

Section 2.8 Investor Status; etc. BCE certifies and represents to Motient that it is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act and was not organized for the purpose of acquiring the Motient Shares. BCE’s financial condition is such that it is able to bear the risk of holding the Motient Shares for an indefinite period of time and the risk of loss of its entire investment. BCE has sufficient knowledge and experience in investing in companies similar to Motient so as to be able to evaluate the risks and merits of its investment in Motient.

Section 2.9 Liens for Taxes. There are no Liens arising from or related to Taxes (defined below) on or pending against the TerreStar Shares other than Liens (defined below) for Taxes that are not yet due and payable. “Tax” means any and all federal, state, local, foreign or other tax of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Tax Authority, including taxes on or with respect to income, alternative minimum, accumulated earnings, personal holding company, capital, transfer, stamp, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added.

Section 2.10 Brokers or Finders. BCE has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

Section 2.11 Restricted Securities. BCE understands that the Motient Shares may not be sold, transferred or otherwise disposed of without registration under the

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Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Motient Shares or an available exemption from registration under the Securities Act, such Motient Shares must be held indefinitely. In particular, BCE is aware that such Motient Shares may not be sold pursuant to Rule 144 or Rule 145 promulgated under the Securities Act unless all of the conditions of the applicable rule are met. Among the conditions for use of Rules 144 and 145 is the availability of current information to the public about Motient.

Section 2.12 Legends. It is understood that the certificates evidencing the Motient Shares will bear one or both of the following legends:

(a) “These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to Motient Corporation that such registration is not required.”

(b) Any legend required by the laws of the State of Delaware or other jurisdiction.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MOTIENT

Except as otherwise specifically provided in the Disclosure Schedule of Motient attached hereto and incorporated herein by reference which clearly identifies the relevant section of this Agreement (the “Motient Disclosure Schedule”), Motient and Sub, jointly and severally, represent and warrant to BCE, as follows:

Section 3.1 Corporate Organization; Related Entities. Motient and Sub are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Motient and Sub are duly qualified to do business as a foreign corporation, and are in good standing, in each jurisdiction in which the ownership of their properties or the conduct of their business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect. The copies of the certificates of incorporation and bylaws of Motient and Sub heretofore made available to BCE are complete and current copies of such instruments as presently in effect. A “Motient Material Adverse Effect” means a material adverse effect respecting (a) the business, assets and liabilities (taken together) or financial condition of Motient and its subsidiaries on a consolidated basis or (b) the ability of Motient to consummate the transactions contemplated by this

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Agreement or fulfill the conditions to Closing set forth herein, except to the extent (in the case of either clause (a) or clause (b) above) that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.

Section 3.2 Capitalization.

(a) As of the date of this Agreement, the authorized capital stock of Motient consists of (i) 200,000,000 shares of Motient’s common stock, par value $0.01 per share (the “Motient Common Stock”), 69,712,912 of which are issued and outstanding and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (“Motient Preferred Stock”), 450,000 of which are designated as Series A Cumulative Convertible Preferred Stock and 90,000 of which are issued and outstanding and 500,000 of which are designated as Series B Cumulative Convertible Preferred Stock and 318,500 of which are issued and outstanding. Motient has no other designations of Motient Preferred Stock. As of the date of this Agreement, (x) 646,066 shares of Motient Common Stock are reserved for issuance pursuant to Motient’s stock option plans (each a “Motient Stock Option Plan”), a list of which is set forth on Schedule 3.2 of the Motient Disclosure Schedule, (y) 5,630,320 shares of Motient Common Stock are reserved for issuance upon the exercise of outstanding warrants to purchase shares of Motient Common Stock and (z) 1,087,045 shares of Motient Common Stock are reserved for issuance pursuant to the Exchange Agreements by and between Motient, Sub and certain former minority holders of MSV Investors, LLC. All the issued and outstanding shares of Motient’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of statutory preemptive rights and contractual stockholder preemptive rights, with no personal liability attaching to the ownership thereof. Except the Motient Preferred Stock, pursuant to the Motient Stock Option Plan, as set forth in (x), (y) and (z) above and as set forth on Schedule 3.2 to the Motient Disclosure Schedule, Motient (i) does not have and is not bound by any outstanding subscriptions, options, voting trusts, convertible securities, warrants, calls, commitments or agreements of any character or kind calling for the purchase, issuance or grant of any additional shares of its capital stock or restricting the transfer of its capital stock and (ii) is not a party to any voting trust or other agreement or understanding with respect to the voting of the capital stock or other equity securities of Motient.

(b) The Motient Shares have been duly and validly authorized, and, when issued upon the terms hereof, will be fully paid, nonassessable and free of statutory preemptive rights and contractual stockholder preemptive rights, with no personal liability attaching to the ownership thereof.

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Section 3.3 Authority Relative to This Agreement. Motient and Sub have the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Motient and, if applicable, Sub and the consummation by Motient and, if applicable, Sub of the transactions contemplated hereby and thereby have been duly authorized by Motient’s and, if applicable, Sub’s Board of Directors, and no other corporate or stockholder proceedings on the part of Motient or Sub are necessary to authorize this Agreement or for Motient or Sub to consummate the transactions contemplated hereby. This Agreement and the Registration Rights Agreement have been duly and validly executed and delivered by Motient and, if applicable, Sub and, assuming the due authorization, execution and delivery thereof by BCE, constitute the valid and binding obligations of Motient and, if applicable, Sub, enforceable against Motient and, if applicable, Sub in accordance with its terms.

Section 3.4 Consents and Approvals; No Violations. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, (d) the TerreStar Tag-Along, and (e) the Communications Laws, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the organizational documents of Motient or Sub, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Motient or Sub or its properties or assets, including but not limited to the TerreStar Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Motient or Sub in connection with the execution and delivery of this Agreement by Motient or Sub or the consummation by Motient or Sub of the transactions contemplated hereby except for such consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Motient Material Adverse Effect.

Section 3.5 Reports and Financial Statements.

(a) Except as set forth on Schedule 3.5(a) of the Motient Disclosure Schedule, Motient has timely filed all reports required to be filed with the SEC pursuant

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to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “Motient SEC Reports”), and has previously made available to BCE true and complete copies of all such Motient SEC Reports. Such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Motient included in the Motient SEC Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein), in all material respects, the consolidated financial position of Motient and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Motient and its consolidated subsidiaries for the periods then ended. Except as disclosed in the Motient SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of Motient since December 31, 2005.

(b) Except as set forth on Schedule 3.5(b) of the Motient Disclosure Schedule, Motient maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(c) Since January 1, 2005, neither Motient nor, to Motient’s knowledge, any director, officer, employee, auditor, accountant or representative of Motient has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of Motient or Motient’s internal accounting controls, including any complaint, allegation, assertion or claim that Motient has engaged in questionable accounting or auditing practices. No attorney representing Motient, whether or not employed by Motient, has reported “evidence of a material violation” (as

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defined in 17 CFR Part 205) to Motient’s board of directors or any committee thereof or to any director or officer of Motient.

Section 3.6 Absence of Certain Changes or Events. Except as set forth in the Motient SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 3.6 of the Motient Disclosure Schedule, since December 31, 2005, (i) Motient has conducted its business and operations in the ordinary course of business and consistent with past practices and (ii) there has not been any fact, event, circumstance or change affecting or relating to Motient which has had or could reasonably be expected to have a Motient Material Adverse Effect or as set forth on Schedule 3.6 to the Motient Disclosure Schedule. Except as set forth on Schedule 3.6 of the Motient Disclosure Schedule or as could not reasonably be expected to represent a Motient Material Adverse Effect, the transactions contemplated by this Agreement will not constitute a change of control under or require the consent from or the giving of notice to a third party pursuant to the terms, conditions or provisions of any Motient Contract (defined below).

Section 3.7 Litigation. Except for litigation disclosed in the notes to the audited financial statements of Motient as of and for the period ended December 31, 2005, or in Motient SEC Reports filed subsequent thereto but prior to the date of this Agreement, as of the date hereof, there is no suit, action, proceeding or investigation pending or, to the knowledge of Motient, threatened against Motient or with respect to which Motient could be required to provide indemnification or to otherwise contribute to liabilities or damages relating thereto, the outcome of which has had or could reasonably be expected to have a Motient Material Adverse Effect; nor is there any judgment, decree, injunction, rule or order of any Governmental Entity outstanding against Motient having, or which has had or could reasonably be expected to have a Motient Material Adverse Effect.

Section 3.8 Compliance with Law. Motient has not violated any Laws and is in compliance with all Laws, other than where such violation or noncompliance, individually or in the aggregate, has not had and could not reasonably be expected to have a Motient Material Adverse Effect. Motient has not received any notice to the effect that, or otherwise been advised that or is aware that, Motient is not in such compliance with any Laws, and Motient has no knowledge that any existing circumstances are reasonably likely to result in such violations of any Laws.

Section 3.9 Absence of Undisclosed Liabilities. Except for liabilities or obligations which are accrued or reserved against in Motient’s consolidated financial statements (or reflected in the notes thereto) as of and for the period ended December 31, 2005 as included in the Motient SEC Reports or which were incurred after December 31, 2005 in the ordinary course of business and consistent with past practice, Motient has no liabilities or obligations (whether absolute, accrued, contingent or otherwise) of a nature required by GAAP to be reflected in a balance sheet (or reflected in the notes thereto) or

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which have had or could reasonably be expected to have a Motient Material Adverse Effect.

Section 3.10 No Default. As of the date of this Agreement, Motient is not in breach or violation of, or in default under (and no event has occurred which with notice or lapse of time or both would constitute such a breach, violation or default), any term, condition or provision of (a) its certificate of incorporation or bylaws, or (b) (x) any order, writ, decree, statute, rule or regulation of any Governmental Entity applicable to Motient or any of its properties or assets or (y) any agreement required to be filed as a “Material Contract” as an exhibit to Motient’s Annual Report on Form 10-K for the year ended December 31, 2005 or any periodic Exchange Act report required to be filed since then (a “Motient Contract”), except in the case of this clause (b), which breaches, violations or defaults, individually or in the aggregate, have not had and could not reasonably be expected to have a Motient Material Adverse Effect.

Section 3.11 Taxes. Except as would not reasonably be expected to have a Motient Material Adverse Effect:

(a) Motient has timely filed all Tax Returns required to be filed by them (taking into account all applicable extensions) and all such Tax Returns are true, correct and complete in all respects.

(b) Motient has paid all Taxes due and payable.

(c) There is no pending or, to the knowledge of Motient, threatened examination, investigation, audit, suit, action, claim or proceeding relating to Taxes of Motient.

(d) Motient has not received notice of a determination by any taxing or other Governmental Entity that Taxes are owed by Motient (such determination being referred to as a “Tax Deficiency”) and, to the knowledge of Motient, no Tax Deficiency is proposed or threatened.

(e) All Tax Deficiencies asserted against Motient have been paid or finally settled and all amounts asserted in any Tax Deficiency to be owed have been paid.

(f) There are no Liens arising from or related to Taxes on or pending against Motient or any of its properties other than statutory Liens for Taxes that are not yet due and payable.

(g) As used in this Agreement, “Tax Return” means any return, report or similar statement (including any attached schedules) required to be filed with respect to Taxes and any information return, claim for refund, amended return, or declaration of estimated Taxes.

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Section 3.12 Intellectual Property.

(a) Motient owns or holds licenses or otherwise has such rights to use, sell, license or dispose of all of the intellectual property rights used in the conduct of the business of Motient as currently conducted, with such exceptions as individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect.

(b) With such exceptions as individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect, (i) the operation of Motient’s business and the manufacture, marketing, use, sale, licensure or disposition of any Intellectual Property in the manner currently used, sold, licensed or disposed of by Motient does not and will not infringe on the proprietary rights of any person, nor has such an infringement been alleged within six years preceding the date of this Agreement (other than such as have been resolved); (ii) there is no pending or threatened claim or litigation challenging or questioning the validity, ownership or right to use, sell, license or dispose of any such Intellectual Property in the manner in which currently used, sold, licensed or disposed of by Motient, nor is there a valid basis for any such claim or litigation, nor has Motient received any notice asserting that the proposed operation of Motient’s business or the use, sale, license or disposition by Motient of any of the Intellectual Property of Motient conflicts or will conflict with the rights of any other party, nor is there a valid basis for any such assertion in each case; and (iii) none of the Intellectual Property used in the conduct of the business of Motient as currently conducted is being infringed by any person and Motient has not asserted any claim of infringement, misappropriation or misuse within the past six years.

Section 3.13 Permits. Motient has, and is in compliance with, all Motient Permits required to conduct its business as now being conducted, except any such Motient Permit the absence of which, individually or in the aggregate, has not had and could not reasonably be expected to have a Motient Material Adverse Effect (“Motient Material Permits”). All Motient Material Permits are valid and in full force and effect. There is not now pending, or to the knowledge of Motient, threatened, any action by any person or by or before any Governmental Entity to revoke, cancel, rescind, modify or refuse to renew any Motient Material Permits and, other than as set forth on Schedule 3.13 of the Motient Disclosure Schedule, there exist no facts or circumstances that would reasonably be expected to give rise to such action. “Motient Permits” means all licenses, permits, franchises, approvals, authorizations, certificates, registrations, consents or orders of, or filings with, any Governmental Entity used or held for use in the operation of Motient’s business and all other rights and privileges granted by a Governmental Entity necessary to allow Motient to own and operate its business without any violation of law.

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Section 3.14 Contracts. All Motient Contracts that are material to the business or operations of Motient taken as a whole have been filed as exhibits to Motient’s Annual Report on 10-K for the year ended December 31, 2005 or any periodic Exchange Act report required to be filed since then, are valid and binding obligations of Motient, and, to the knowledge of Motient, the valid and binding obligation of each other party thereto, except such Motient Contracts that, if not so valid and binding, individually or in the aggregate, have not had and could not reasonably be expected to have a Motient Material Adverse Effect. Neither Motient nor, to the knowledge of Motient, any other party thereto, is in violation of or in default in respect of, nor has there occurred an event or condition, that with the passage of time or giving of notice (or both), would constitute a default under or permit the termination of, any such Motient Contract except such violations or defaults under or terminations that, individually or in the aggregate, have not had and could not reasonably be expected to have a Motient Material Adverse Effect.

Section 3.15 Insurance. Motient’s insurance policies are in all respects in full force and effect in accordance with their terms, no notice of cancellation has been received, and there is no existing default or event that, with the giving of notice or lapse of time or both, would constitute a default thereunder. Motient has made available to BCE true and correct copies of all insurance policies maintained by Motient as of the date of this Agreement.

Section 3.16 Ownership of TerreStar Common Stock. As of the date hereof, Motient and its subsidiaries own an aggregate of not less than 19,551,697 shares of TerreStar common stock and immediately prior to the Closing Motient and its subsidiaries will own not less than 19,551,697 shares of TerreStar common stock (in each case as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event with respect to the TerreStar common stock that is declared or effected prior to the Closing).

Section 3.17 Purchase Entirely for Own Account. The TerreStar Shares to be transferred to Motient will be acquired for investment for Motient’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, in each case, in violation of applicable securities laws, and Motient has no present intention of selling, granting any participation in, or otherwise distributing the same except in compliance with applicable securities laws.

Section 3.18 Reliance Upon Motient’s Representations. Motient understands that TerreStar Shares will not be registered under the Securities Act and the sale provided for in this Agreement will be made in reliance upon an exemption from registration under the Securities Act, and that, in such case, BCE’s reliance on such exemption will be based on Motient’s and Sub’s representations set forth herein.

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Section 3.19 Receipt of Information. Motient and Sub believe that they have received all the information they consider necessary or appropriate for deciding whether to acquire the TerreStar Shares. Motient further represents that it has had an opportunity to ask questions and receive answers from BCE regarding the terms and conditions of the TerreStar Shares and the business and financial condition of TerreStar and to obtain additional information (to the extent BCE possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or which it had access. The foregoing, however, does not limit or modify the representations or warranties of BCE in this Agreement or the right of Motient to rely upon such representations or warranties. Motient has not received, nor is it relying on, any representations from BCE, other than as provided herein.

Section 3.20 Investor Status; etc. Motient and Sub each certify and represent to BCE that it is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act and was not organized for the purpose of acquiring the TerreStar Shares. Motient’s financial condition is such that it is able to bear the risk of holding the TerreStar Shares for an indefinite period of time and the risk of loss of its entire investment. Motient has sufficient knowledge and experience in investing in companies similar to TerreStar so as to be able to evaluate the risks and merits of its investment in TerreStar.

Section 3.21 Brokers or Finders. Except for fees which shall be borne solely by Motient, neither Motient nor Sub has incurred, nor will either of them incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

Section 3.22 Restricted Securities. Motient understands that the TerreStar Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the TerreStar Shares or an available exemption from registration under the Securities Act, such TerreStar Shares must be held indefinitely. In particular, Motient is aware that such TerreStar Shares may not be sold pursuant to Rule 144 or Rule 145 promulgated under the Securities Act unless all of the conditions of the applicable rule are met. Among the conditions for use of Rules 144 and 145 is the availability of current information to the public about TerreStar.

Section 3.23 Issuances Exempt. Assuming the truth and accuracy of the representations and warranties of BCE contained in Article II hereof, the offer, sale, and issuance of the Motient Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

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Section 3.24 No Integrated Offering. Neither Motient, nor any of its affiliates or any other person acting on Motient’s behalf, has directly or indirectly engaged in any form of general solicitation or general advertising with respect to the Motient Shares nor have any of such persons made any offers or sales of any security or solicited any offers to buy any security under circumstances that would require registration of the Motient Shares under the Securities Act or cause this offering of the Motient Shares to be integrated with any prior offering of securities of Motient for purposes of the Securities Act.

Section 3.25 Title to SkyTerra Shares. If the Closing is a Late Closing, then (a) Motient will, as of the Closing Date, own, of record and beneficially, the SkyTerra Shares free and clear of any and all Liens of any kind, other than pursuant to Securities Law Encumbrances and (b) upon the Closing, BCE or its designee shall be vested with good and valid title to the SkyTerra Shares, free and clear of any Liens of any kind (other than Securities Law Encumbrances).

ARTICLE IV

ADDITIONAL AGREEMENTS

Section 4.1 HSR Act and FCC Approval. To the extent not already completed as of the date of this Agreement, the parties will promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act, which the parties shall file no later than 15 business days after the date hereof) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, which may be reasonably required in connection with the consummation of the transactions contemplated by this Agreement. Any fees associated with such notifications or applications shall be borne by Motient, except that the HSR filing fee for BCE’s acquisition of Motient Shares shall be borne by BCE. Each party will use commercially reasonable efforts to obtain, or assist the other parties in obtaining, all such authorizations, approvals and consents, including without limitation using commercially reasonable efforts to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to request the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each party shall, in connection with its obligation to use commercially reasonable efforts to obtain, or assist the other parties in obtaining, all such requisite authorizations, approvals or consents, use commercially reasonable efforts to (i) cooperate in all reasonable respects with the other parties in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other parties of any communication received by such party from or given by such party to the United States

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Department of Justice (the “DOJ”), the United States Federal Trade Commission (the “FTC”), the FCC or any other Governmental Entity or quasi-governmental entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) permit the other parties, or the other parties’ legal counsel, to review any communication given by it to, and consult with the other parties in advance of any meeting or conference with, the DOJ, the FTC, the FCC or any such other Governmental Entity or quasi-governmental entity or, in connection with any proceeding by a private party, with any other person and (iv) to the extent permitted by the FCC or other Governmental Entity, as appropriate, give the other parties the opportunity to attend and participate in such meetings and conferences.

Section 4.2 Blue Sky Laws. Motient shall exercise its commercially reasonable best efforts to register or qualify (or obtain an exemption from registration) the Motient Shares under the blue sky laws of the 50 states of the United States and of the District of Columbia and such other jurisdictions as BCE shall reasonably request, such registration, qualification or exemption to be obtained prior to the issuance and delivery to BCE of the Motient Shares in accordance with this Agreement; provided, however, that, in the case of non-U.S. jurisdictions, Motient will not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.2, (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction). Motient shall pay for all fees (including filing and application fees), costs and expenses in connection therewith. However, the failure to obtain such “blue sky” clearance in each such jurisdiction shall not be a condition to closing and shall not prevent a Closing from occurring; provided, that Motient shall not fail to obtain such “blue sky” clearance in (i) more than five such jurisdictions, (ii) Texas or (iii) New York; rather, those Motient Shares which may not be lawfully delivered shall be held in trust by BCE or its nominee for the benefit of the stockholders of record otherwise entitled thereto until such time as they may be lawfully delivered. If, after the fifth anniversary of the Closing, such shares may not be lawfully delivered, then Motient shall deliver such shares to the government agency or official responsible for administering the securities or blue sky laws in such jurisdiction. BCE shall cooperate with and assist Motient in connection with obtaining the “blue sky” clearance contemplated by this Section 4.2.

Section 4.3 Compliance with TerreStar Documents. The parties intend that this Agreement and the transactions contemplated hereby be consistent with the conditions and restrictions applicable to the parties and/or their affiliates pursuant to TerreStar’s organizational documents and/or pursuant to the agreements between or among TerreStar’s stockholders, including, without limitation, the TerreStar Documents (collectively, the “TerreStar Investor Agreements”). Each of BCE, Sub and Motient shall take all commercially reasonable actions necessary to comply with, or appropriately

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amend, the provisions of the TerreStar Investor Agreements relating to the sale of the TerreStar Shares pursuant hereto.

Section 4.4 No Transfers; No Alternative Transactions.

(a) BCE shall not, and shall cause its subsidiaries and the officers, directors, employees, representatives (including, without limitation, investment bankers, attorneys and accountants), agents or Affiliates of BCE and its subsidiaries not to, directly or indirectly, (i) solicit, initiate, encourage or facilitate any inquiries or the making of a proposal or offer with respect to, or consummate, an Alternative Proposal, (ii) participate in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of TerreStar, or otherwise take any other action to assist, facilitate or undertake (including granting any waiver or release under any standstill or similar agreement with respect to any securities of TerreStar), by itself or with any “person” or “group” (as such terms are used for purposes of Section 13(d)(3) of the Exchange Act), any Alternative Proposal, or (iii) acquire, of record or beneficially, or have, by conversion, warrant, option or otherwise, any right or interest in or any agreement to acquire any shares of TerreStar common stock, other than the TerreStar Shares owned as of the date hereof. “Alternative Proposal” shall mean (x) any offer or proposal, or any indication of interest in making an offer or proposal, made by any “person” or “group” (as such terms are used for purposes of Section 13(d)(3) of the Exchange Act) at any time, directly or indirectly, to acquire the TerreStar Shares, (y) directly or indirectly sell, transfer, distribute, pledge, dispose of, grant an option with respect to or encumber the TerreStar Shares, or (z) deposit the TerreStar Shares into a voting trust or enter into a voting agreement or arrangement with respect to the TerreStar Shares or grant any proxy with respect thereto, in each case other than the transactions contemplated by this Agreement.

(b) Except for transactions contemplated or permitted by this Agreement, BCE shall not, from the date hereof until the earlier of the termination of this Agreement or the Closing, (x) acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, any shares of Motient Common Stock or any security or obligation that is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for shares of Motient Common Stock, and any option, warrant or other subscription or purchase right with respect to Motient Common Stock, whether by tender offer, market purchase, privately negotiated purchase, merger or otherwise or (y) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise act in concert with any person in connection with such actions.

Section 4.5 Commercially Reasonable Efforts. The parties shall each cooperate with each other and use (and shall cause their respective subsidiaries to use)

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their respective commercially reasonable efforts to promptly (i) take or cause to be taken all necessary actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement or the TerreStar Documents and applicable laws to consummate and make effective all the transactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain all approvals required to be obtained from any Governmental Entity or third party necessary, proper or advisable to the transactions contemplated by this Agreement. BCE shall at any time, and from time to time, after the Closing, execute, acknowledge and deliver all further assignments, transfers, and any other such instruments of conveyance, upon the request of Motient, to confirm the sale of the TerreStar Shares hereunder and, if the Closing is a Late Closing, Motient shall at any time, and from time to time, after the Closing, execute, acknowledge and deliver all further assignments, transfers, and any other such instruments of conveyance, upon the reasonable request of BCE, to confirm the sale of the SkyTerra Shares hereunder.

Section 4.6 Public Announcements. Except as may be required by applicable law, no party hereto shall make any public announcements or otherwise communicate with any news media with respect to this Agreement or any of the transactions contemplated hereby, without prior consultation with the other parties as to the timing and contents of any such announcement or communications; provided, however, that nothing contained herein shall prevent any party from promptly making all filings with any Governmental Entity or disclosures with the stock exchange, if any, on which such party’s capital stock is listed, as may, in its judgment, be required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Section 4.7 Tag Along Rights.

(a) Promptly following the Closing, Motient shall use its commercially reasonable efforts to effect a registered offer of shares of Motient Common Stock to the TerreStar option holders in accordance with the tag-along provisions of Section 8.2(a) of the TerreStar Stockholders’ Agreement, and will accept for purchase all shares of TerreStar common stock properly tendered by such option holders in accordance therewith at the Tag Along Price (as defined in the TerreStar Stockholders’ Agreement) and in compliance with applicable laws.

(b) Governance Rights. Effective upon and subject to the occurrence of the Closing, (a) BCE hereby irrevocably waives its minority protection rights under the TerreStar Stockholders’ Agreement (including, without limitation, those set forth in Section 8 thereof), except for the information rights granted in the TerreStar Stockholders’ Agreement and the Observer Rights granted in Section 2(c) of the

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TerreStar Stockholders Agreement to the holder of the 2GHz mobile satellite services authorization from Industry Canada (the “2GHz Authorization”) relating to the business of TerreStar, (b) BCE shall also have the right to have an observer on the board of directors of the TerreStar Parent and all committees of the board of directors of the TerreStar Parent other than the compensation committee and the audit committee and (c) BCE on behalf of itself and its Affiliates hereby irrevocably waives all rights under Section 8 of the TerreStar Stockholders’ Agreement. All of these information and observer rights shall terminate when (i) neither BCE nor an Affiliate of BCE remains the legal holder of the 2 GHz Authorization and (ii) BCE and its affiliates collectively no longer hold all of the shares of common stock of TerreStar Canada that they initially receive when the 2 GHz Authorization is transferred to TerreStar Canada. As used in this Section, “TerreStar Parent” means Motient or, if Motient ceases to the ultimate parent entity of TerreStar, the ultimate parent entity of TerreStar.

ARTICLE V

CONDITIONS TO CLOSING OF MOTIENT AND SUB

The obligation of Sub to purchase the TerreStar Shares from BCE and to issue Motient Shares (and, if the Closing is a Late Closing, deliver SkyTerra Shares) to BCE at the Closing is subject to the fulfillment to Motient’s and Sub’s satisfaction or the waiver by Motient on or prior to the Closing Date of each of the following conditions:

Section 5.1 Representations and Warranties. Each representation and warranty made by BCE in Article II above shall be true and correct in all material respects on and as of the Closing Date as though made on the Closing Date, except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct in all material respects only as of such date or period, provided, however, that any representations and warranties which by their terms are qualified by materiality which shall be true and correct in all respects, with the same force and effect as if such representation and warranty had been made on and as of the Closing Date.

Section 5.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by BCE on or prior to the Closing Date shall have been performed or complied with by BCE in all respects.

Section 5.3 Opinion of BCE’s Counsel. Motient shall have received at the Closing from counsel to BCE one or more opinions dated as of the Closing Date, collectively covering substantially the matters set forth in Exhibit B hereto.

Section 5.4 Certificates and Documents. BCE shall have delivered at or prior to the Closing to Motient or Sub, as applicable, the BCE Closing Deliveries.

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Section 5.5 Compliance Certificate. BCE shall have delivered to Motient or its counsel a certificate signed by an authorized representative of BCE, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 above.

Section 5.6 Final Order of FCC and Industry Canada Approval. All necessary FCC and Industry Canada approvals for the exchange of TerreStar Shares for Motient Shares contemplated by this Agreement shall have been obtained without the imposition on Motient of any material adverse conditions and such approvals shall have become Final Orders and shall be in full force and effect, provided, that Motient may waive the condition that the approvals have become Final Orders. For the purpose of this Agreement, “Final Order” means an action by the FCC or Industry Canada that has not been reversed, stayed, enjoined, set aside, annulled or suspended within forty days after being obtained.

Section 5.7 HSR Approval. All applicable waiting periods under the HSR Act shall have expired or early termination of such waiting periods will have been granted.

Section 5.8 Pledge Amendment, Release and Indemnity Agreement and SkyTerra Amendments. The Pledge Amendment, the Release and Indemnity Agreement and an agreement reflecting the SkyTerra Amendments, in each case as defined in the Motient-TMI Delaware Letter Agreement, shall have become effective.

ARTICLE VI

CONDITIONS TO CLOSING OF BCE

The obligation of BCE to purchase the Motient Shares (and, if the Closing is a Late Closing, the SkyTerra Shares) from Motient, and to transfer the TerreStar Shares to Motient, at the Closing is subject to the fulfillment to BCE’s satisfaction on or prior to the Closing Date of each of the following conditions:

Section 6.1 Representations and Warranties. Each representation and warranty made by Motient and Sub in Article III above shall be true and correct in all material respects on and as of the Closing Date as though made on the Closing Date, except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct in all material respects only as of such date or period, provided, however, that any representations and warranties which by their terms are qualified by materiality which shall be true and correct in all respects, with the same force and effect as if such representation and warranty had been made on and as of the Closing Date.

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Section 6.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by Motient and Sub on or prior to the Closing Date shall have been performed or complied with by Motient or Sub, as applicable, in all respects.

Section 6.3 Opinion of Motient’s Counsel. BCE shall have received at the Closing from Andrews Kurth LLP, counsel to Motient, an opinion dated as of the Closing Date, covering substantially the matters set forth in Exhibit C hereto.

Section 6.4 Certificates and Documents. Motient shall have delivered at or prior to the Closing to BCE the Motient Closing Deliveries.

Section 6.5 Compliance Certificate. Motient shall have delivered to BCE or its counsel a certificate signed by the Chief Operating Officer of Motient, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 6.1 and 6.2 above.

Section 6.6 FCC and Industry Canada Approvals. All necessary FCC and Industry Canada approvals for the exchange of TerreStar Shares for Motient Shares contemplated by this Agreement shall have been obtained and shall be in full force and effect.

Section 6.7 HSR Approval. All applicable waiting periods under the HSR Act shall have expired or early termination of such waiting periods will have been granted.

Section 6.8 Effective Registration Statement. The Registration Statement shall have become and continue to be effective and no stop order with respect thereto shall be in effect and no proceedings for that purpose shall have been commenced or threatened by the SEC.

Section 6.9 Registration Rights Agreement. The Registration Rights Agreement shall be in full force and effect and shall be binding on Motient.

Section 6.10 SkyTerra Amendments. An agreement reflecting the SkyTerra Amendments described in the Motient-TMI Delaware Letter Agreement shall have become effective.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Survival of Representations and Warranties. The warranties, representations, covenants and agreements of BCE, Motient and Sub contained in this

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Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of twelve (12) months (the “Survival Period”), and shall in no way be affected by any investigation of the subject matter thereof made by any party hereto.

Section 7.2 Obligation to Indemnify.

(a) BCE’s Obligation to Indemnify. From and after the Closing, BCE shall indemnify, defend and hold harmless Motient, Sub and their respective officers, directors, stockholders, partners, employees, subsidiaries, agents and affiliates (each, a “Motient Indemnitee”), from and against all losses, claims, damages, liabilities, obligations, fines, penalties, judgments, settlements, costs, expenses and disbursements (including attorneys’, accountants’ and investigatory fees and expenses) (collectively, “Losses”) to the extent resulting from any (i) breach or inaccuracy of any representation or warranty of BCE contained in the Agreement for which a claim is initiated prior to the expiration of the applicable Survival Period or (ii) non-fulfillment or breach of any covenant or agreement of BCE contained in this Agreement.

(b) Motient’s Obligation to Indemnify. From and after the Closing Date, Motient and Sub, jointly and severally, shall indemnify, defend and hold harmless BCE and its officers, directors, stockholders, managers, partners, members, employees, agents and affiliates (each, a “BCE Indemnitee”) from and against any and all Losses to the extent resulting from any (i) breach or inaccuracy of any representation or warranty of Motient or Sub contained in this Agreement for which a claim is initiated prior to the expiration of the applicable Survival Period or (ii) non-fulfillment or breach of any covenant or agreement of Motient or Sub contained in this Agreement.

(c) Indemnification Basket Amount. Notwithstanding the foregoing, an Indemnifying Party (defined below) shall not be required to indemnify an Indemnified Party (defined below) pursuant to Section 7.2(a) or Section 7.2(b), as applicable, unless and until the amount of all Losses incurred by such Indemnified Party exceeds $1,000,000 in the aggregate (the “Basket Amount”), in which case the Indemnifying Party shall be required to indemnify the Indemnified Party for any and all such Losses in excess of the Basket Amount; provided, however, that the limitation set forth in this Section 7.2(c) shall not apply to Losses resulting from a breach of the representations and warranties set forth in Sections 2.2, 2.10, 3.2(b) or 3.21.

Section 7.3 Indemnification Procedures.

(a) The person seeking indemnification hereunder (each, an “Indemnified Party”) shall give the party or parties from whom indemnification is sought or to be sought (each, an “Indemnifying Party”) prompt written notice of any Loss as to which they have received written notification. If an indemnification claim involves a claim by a third party (a “Third Party Claim”), the Indemnified Party shall promptly

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notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby. An Indemnifying Party shall have ten business days from the delivery of such notice (the “Notice Response Period”) to notify the Indemnified Party whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim or demand. If an Indemnifying Party disputes its liability to an Indemnified Party hereunder with respect to such claim or demand or the amount thereof, such dispute shall be resolved by a civil action in a court of appropriate jurisdiction (including as part of any proceeding with respect to the claim that gave rise to the indemnification claim to which such dispute relates) which may be commenced by either party. During the Notice Response Period, no such claim or demand may be settled by the Indemnified Party.

(b) With respect to each Indemnification Matter (as defined below), the Indemnified Parties will have the sole right and authority to control the defense against any Third Party Claim with one counsel of their collective choice. This right shall include the right to settle or resolve the Third Party Claim by entering into an agreement memorializing the terms of settlement or resolution (a “Settlement Agreement”), provided however, that the Indemnified Party provides the Indemnifying Party with notice (in accordance with Section 7.4 hereof) of its intent to enter into a Settlement Agreement, which notice shall include the proposed terms of the Settlement Agreement. The Indemnifying Party shall, within ten business days of receipt of such notice, have the right to reject the proposed Settlement Agreement, but shall do so only if it reasonably determines that the Settlement Agreement does not represent a bona fide and reasonable resolution of the underlying Third Party Claim. The Indemnifying Party (and any Indemnified Party who is not otherwise satisfied with the one counsel chosen by the Indemnified Parties collectively) may retain separate co-counsel at their sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that in no event may any Indemnifying Party consent to the entry of any judgment, enter into any settlement with respect to the Third Party Claim or agree with any Person other than the Indemnified Party, to take any other action with respect to the Third Party Claim without the prior written consent of the Indemnified Party. If it is determined pursuant to an order or Settlement Agreement that an Indemnifying Party is responsible for all or a portion of any amounts for which the Indemnified Party is liable as a result of such Third Party Claim hereunder, the Indemnifying Party shall, pursuant to Section 7.4(b), render payment to the Indemnified Party for all Losses resulting from such claim, subject to the provisions of Section 7.5.

Section 7.4 Notices and Payments.

With respect to each separate matter which is subject to indemnification under this Article VII (each, an “Indemnification Matter”):

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(a) Notice. Upon the Indemnified Party’s receipt of written documents pertaining to an Indemnification Matter, or, if the Indemnification Matter does not involve a third party demand or claim, within a reasonable time after the Indemnified Party first has actual knowledge of such Indemnification Matter, the Indemnified Party shall give written notice to the Indemnifying Party of the nature of such Indemnification Matter, and, if susceptible to estimation at such time, the Indemnified Party’s best estimate of the amount demanded or claimed in connection therewith as provided in Section 7.3; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby.

(b) Payment. Upon determination of the amount of the Loss (whether due to the Indemnifying Party’s failure to dispute the indemnification matter, by agreement among the parties, or after a settlement agreement is executed or a final order is rendered with respect to the indemnification matter), the Indemnifying Party shall promptly (and in any event, not later than ten days after such determination) pay to the Indemnified Party all amounts owing by the Indemnifying Party under this Article VII with respect to such indemnification matter, subject to the limitations set forth in Section 7.5 .

Section 7.5 Limited Remedy.

(a) Motient Indemnitee Indemnification Limit. Except in the case of fraud or where specific performance is sought, the maximum amount all Motient Indemnitees may recover in the aggregate pursuant to the indemnity set forth in Section 7.2(a) hereof with respect to the Closing shall be limited to the value of the Motient Shares based on the average of the high and low sales price for the five trading day period immediately prior to, and including, the Closing Date.

(b) BCE Indemnitee Indemnification Limit. Except in the case of fraud or where specific performance is sought, the maximum amount all BCE Indemnitees may recover in the aggregate pursuant to the indemnity set forth in Section 7.2(b) hereof with respect to the Closing shall be limited to the value of the Motient Shares based on the average of the high and low sales price for the five trading day period immediately prior to, and including, the Closing Date.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Termination. This Agreement may be terminated prior to the Closing as follows:

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(i) at any time on or prior to the Closing Date, by mutual written consent of Motient and BCE;

(ii) at the election of Motient or BCE by written notice to the other parties hereto after 5:00 p.m., New York time, on the date which is six months after the date BCE executes and delivers this Agreement to Motient, if the Closing shall not have occurred, unless such date is extended by the mutual written consent of Motient and BCE; provided, however, that the right to terminate this Agreement pursuant to this clause (ii) shall not be available to a party whose failure or whose affiliate’s failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the principal cause of the failure of the Closing to occur on or before such date;

(iii) at the election of Motient, if there has been a material breach of any representation, warranty, covenant or agreement on the part of BCE contained in this Agreement, which breach has not been cured within fifteen (15) days of notice to BCE of such breach; or

(iv) at the election of BCE, if there has been a material breach of any representation, warranty, covenant or agreement on the part of Motient or Sub contained in this Agreement, which breach has not been cured within fifteen (15) days notice to Motient or Sub, as applicable, of such breach.

Section 8.2 Survival. If this Agreement is terminated and the transactions contemplated hereby are not consummated as described above, this Agreement shall become void and of no further force and effect, except for the provisions of this Section 8.2 and Sections 8.3 through 8 .16 (inclusive); provided, however, that (a) none of the parties hereto shall have any liability in respect of a termination of this Agreement pursuant to Section 8.1(i), or Section 8.1(ii) and (b) nothing shall relieve any of the parties from liability for actual damages resulting from a breach of any representation, warranty, covenant or agreement which gave rise to a termination of this Agreement pursuant to Section 8.1(iii) or 8 .1(iv) .

Section 8.3 Expenses. Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the Motient-TMI Delaware Letter Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses except as otherwise explicitly provided herein or therein.

Section 8.4 Counterparts; Effectiveness. This Agreement may be executed in two or more consecutive counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall

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become effective when one or more counterparts have been signed by each of the parties and delivered (by facsimile or otherwise) to the other parties.

Section 8.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof.

Section 8.6 Notices. Any notices, reports or other correspondence (hereinafter collectively referred to as “correspondence”) required or permitted to be given hereunder shall be given in writing and shall be deemed given three business days after the date sent by certified or registered mail (return receipt requested), one business day after the date sent by overnight courier or on the date given by facsimile (with confirmation of receipt) or delivered by hand, to the party to whom such correspondence is required or permitted to be given hereunder.

To Motient or Sub:

Motient Corporation
300 Knightsbridge Parkway
Lincolnshire Parkway
Lincolnshire, IL 60069
Facsimile: (847) 478-4810
Attention: General Counsel

with a copy (which shall not constitute notice) to:

Andrews Kurth LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Facsimile: (713) 220-4285
Attention: Mark Young

To BCE:

BCE Inc.
Bureau 3700
1000, rue de La Gauchetière Ouest
Montréal, Québec H3B 4Y7
Facsimile: (514) 391-8389
Attn: Vice President, General Counsel

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Section 8.7 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, except that BCE may assign its rights and obligations under this Agreement to any affiliate that holds or will hold the TerreStar Shares and thereafter references to BCE shall be deemed to be references to such affiliate except where the context otherwise provides. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8.8 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Section 8.9 Entire Agreement; Non-Assignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including the Exhibits and the Motient Disclosure Schedule: (a) constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, including, without limitation, the Letter of Intent dated September 22, 2005, between Motient, SkyTerra Communications, Inc., TMI Delaware and the Other MSV Shareholders (as defined in such Letter of Intent); (b) are not intended to confer upon any other person (except the Motient Indemnitees and the BCE Indemnitees) any rights or remedies hereunder and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided. Without limiting the foregoing, no party shall be deemed to have made any representation or warranty other than as expressly made herein.

Section 8.10 Headings. Headings of the Articles and Sections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

Section 8.11 Certain Definitions. References in this Agreement to “subsidiaries” of BCE or Motient shall mean any corporation or other form of legal entity of which more than 50% of the outstanding voting securities are on the date hereof directly or indirectly owned by BCE or Motient, as the case may be. References in this Agreement (except as specifically otherwise defined) to “affiliates” shall mean, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall

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mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership of other ownership interests, by contract or otherwise. References in the Agreement to “person” shall mean an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including, without limitation, a Governmental Entity. “Antitrust Laws” means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Section 8.12 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto.

Section 8.13 Specific Performance. The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties to this Agreement hereby agree that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, in addition to any other remedy to which such party may be entitled at law or in equity.

Section 8.14 Exclusive Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the exclusive venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.6 shall be deemed effective service of process on such party.

Section 8.15 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY

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IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Exchange Agreement to be duly executed and delivered as of the date first above written.


	MOTIENT CORPORATION

	By:	(signed)
		Name: Jeffrey W. Epstein
		Title: General Counsel

	MVH HOLDINGS INC.

	By:	(signed)
		Name: Jeffrey W. Epstein
		Title: Secretary

	BCE INC.

	By:	(signed)
		Name: L. Scott Thomson
		Title: Executive Vice-President Corporate Development and Planning

[Signature Page to Exchange Agreement]

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Exhibit A

Registration Rights Agreement

-A1-

Exhibit B

Matters to be Addressed in Opinion of Counsel to BCE

	1.		BCE is a corporation incorporated and existing under the Canada Business Corporations Act.

	2.		Neither the execution and delivery of the Exchange Agreement nor the Registration Rights Agreement (together, the “Transaction Agreements”) by BCE, nor the performance by BCE of its obligations thereunder in accordance with the terms thereof, will violate any applicable laws of the State of New York.

	3.		Assuming the accuracy of the representation of Motient set forth in Section 3.3 of the Exchange Agreement, the Transactions Agreements constitute valid and binding obligations of BCE, enforceable against BCE in accordance with their terms.

	4.		No Governmental Approval which is required to be obtained by BCE, which has not been obtained or taken and is not in full force and effect, other than any Governmental Approval that must be obtained after the Closing, is required to authorize, or is required in connection with the execution or delivery by BCE of, the Transaction Agreements or the consummation of the transactions contemplated thereby or the performance by BCE of its obligations under the Transaction Agreement in accordance with the terms thereof.

	5.		Assuming that Motient takes possession in the State of New York of the “security certificate” (as defined in Section 8-102(a)(16) of the Uniform Commercial Code of the State of New York (the “New York UCC”)) representing the Terrestar Networks Shares to be sold by BCE pursuant to the Exchange Agreement for “value” (as defined in Section 1-201(44) of the New York UCC) and without “notice” (within the meaning of Section 8-105 of the New York UCC) of any “adverse claim” (as defined in Section 8-102(a)(1) of the New York UCC) to such Terrestar Networks Shares, and such “security certificate” is endorsed to Motient by an “effective indorsement” (within the meaning of Section 8-107 of the New York UCC), then Motient will acquire such TerreStar Networks Shares from Motient free of any “adverse claim.”

-B1-

Exhibit C

Matters to be Addressed in Opinion of Counsel to Motient

	1.		Motient is validly existing as a corporation and in good standing under the General Corporation Law of the State of Delaware (the “DGCL”). Sub is validly existing as a corporation and in good standing under the DGCL.

	2.		Motient has the corporate power and authority under the DGCL to execute and deliver, and incur and perform all of its obligations under, the Exchange Agreement and the Registration Rights Agreement (together, the “Transaction Agreements”). Sub has the corporate power and authority under the DGCL to execute and deliver, and incur and perform all of its obligations under, the Exchange Agreement.

	3.		The Transaction Agreements have been duly authorized, executed and delivered by such of Motient and Sub as are parties thereto.

	4.		The issuance and sale of the Motient Shares (and, if the Closing is a Late Closing, the sale of the SkyTerra Shares) have been duly authorized by all necessary corporate action of Motient.

	5.		When delivered to and paid for by BCE in accordance with the terms of the Exchange Agreement, the Motient Shares will be validly issued, fully paid and nonassessable.

	6.		Neither the execution and delivery by Motient or Sub of the Transaction Agreements to which they are a party, nor the performance by Motient and Sub of their respective obligations thereunder in accordance with the terms thereof, will (A) constitute a violation of the Certificate of Incorporation of Motient or the Certificate of Incorporation of the Sub, as applicable, (B) constitute a violation of the Bylaws of Motient or the Bylaws of Sub, as applicable, or (C) result in any violation of (i) the DGCL or (ii) the applicable laws of the State of New York.

	7.		The Transaction Agreements constitute valid and binding obligations of such of Motient and Sub as are parties thereto, enforceable against such of Motient and Sub as are parties thereto in accordance with their respective terms under the applicable laws of the State of New York.

	8.		No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with the execution or delivery of the Transaction Agreements to which they are parties, or the performance by Motient and Sub of their respective obligations under the Transaction Agreements to which they are parties in accordance with the terms

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thereof. “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any executive, legislative, judicial, administrative or regulatory body required to be made or obtained by Motient or Sub of the State of New York, the State of Delaware or the United States of America, pursuant to (i) applicable laws of the State of New York, (ii) applicable laws of the United States of America or (iii) the DGCL, other than any consent, approval, license, authorization, validation, filing, recording or registration that may have become applicable as a result of the involvement of any party (other than Motient or Sub) in the transactions contemplated by the Exchange Agreement or because of any such party’s legal or regulatory status or because of any other facts specifically pertaining to such parties.

In addition, if the Closing is a Late Closing, then:

Assuming that BCE takes possession in the State of New York of the “security certificate” (as defined in Section 8-102(a)(16) of the Uniform Commercial Code of the State of New York (the “New York UCC”)) representing the SkyTerra Shares to be sold by Motient pursuant to the Exchange Agreement for “value” (as defined in Section 1-201(44) of the New York UCC) and without “notice” (within the meaning of Section 8-105 of the New York UCC) of any “adverse claim” (as defined in Section 8-102(a)(1) of the New York UCC) to such SkyTerra Shares, and such “security certificate” is endorsed to BCE by an “effective indorsement” (within the meaning of Section 8-107 of the New York UCC), then BCE will acquire such SkyTerra Shares from Motient free of any “adverse claim.”

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Schedule A

Motient Disclosure Schedule

Schedule A-1

EX-4 3 m34411a1exv4.htm REGISTRATION RIGHTS AGREEMENT exv4

EXHIBIT 4

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 15, 2007, is by and between (i) BCE Inc., a business corporation incorporated under the laws of Canada (“BCE”), and (ii) Motient Corporation, a Delaware corporation (“Motient”). Certain capitalized terms used herein are defined in Section 7.

RECITALS:

WHEREAS, BCE and Motient have entered into an Exchange Agreement, dated as of the date hereof (the “BCE Exchange Agreement”), that provides, subject to the terms and conditions thereof, for the purchase by Motient of 100% of the shares of common stock of TerreStar Networks, Inc. and TerreStar Networks Bermuda Ltd. held directly by BCE (the “BCE Exchange”);

WHEREAS, as part of the consideration to be paid in the BCE Exchange, Motient will issue an aggregate of 9,031,213 shares (the “Acquired Shares”) of its common stock, par value $0.01 per share (“Common Shares”), to BCE; and

WHEREAS, in order to induce BCE to consummate the transactions under the BCE Exchange Agreement, Motient has agreed to provide certain registration rights on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. REGISTRATION UNDER THE SECURITIES ACT.

1.1 Registration.

(a) Each of the parties to this Agreement shall cooperate, and Motient shall file with the Securities and Exchange Commission (the “SEC”) as soon as practicable following the date hereof, a registration statement on the appropriate form for the purpose of registering the Acquired Shares under the Securities Act for resale by the Holders (the “Resale Registration Statement”). Motient will cause the Resale Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. Motient shall use its commercially reasonable efforts, and the Holders will cooperate with Motient, to have the Resale Registration Statement declared effective by the SEC as promptly as practicable.

(b) Motient shall keep the Resale Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) such time as the Holders have sold all of the Acquired Shares registered thereunder or (ii) the later of (A) 90 days after BCE and its affiliates cease to be affiliates of Motient for purposes of Rule 144 under the Securities Act and (B) the second year

anniversary of the closing of the transactions contemplated by the TMI Exchange Agreement; provided, that such date shall be extended by the amount of time of any period during which the Holders may not use the Resale Registration Statement as the result of the occurrence of an event described in Section 1.2(e) (ii), (iii) or (iv), or Section 2.1 below. Thereafter, Motient shall be entitled to withdraw the Resale Registration Statement and, upon such withdrawal, the Holders shall have no further right to sell any of the Acquired Shares pursuant to the Resale Registration Statement (or any prospectus forming a part thereof).

1.2 Registration Procedures. Subject to the terms and conditions hereof, Motient shall use its commercially reasonable efforts to effect the registration and the disposition of the Acquired Shares in accordance with the intended method of disposition thereof, and pursuant thereto Motient shall as expeditiously as practicable:

	(a)		promptly prepare and file with the SEC the Resale Registration Statement with respect to the Acquired Shares (and any amendments, including any post-effective amendments or supplements to the Resale Registration Statement and prospectus included therein Motient deems to be necessary) and use its commercially reasonable efforts to cause the Resale Registration Statement to become effective and to comply with the provisions of the Securities Act applicable to it; provided, that before filing the Resale Registration Statement or prospectus or any amendments or supplements thereto, Motient shall furnish to counsel for the Holders copies of all such documents proposed to be filed, including documents incorporated by reference in the Resale Registration Statement and, if requested by the Holders, the exhibits incorporated by reference so as to provide the Holders and their counsel a reasonable opportunity to review and comment on such documents, and Motient (i) will make such changes and additions thereto as reasonably requested by counsel to the Holders prior to filing the Resale Registration Statement or amendment thereto or any prospectus or any supplement thereto and (ii) if any of the Holders is an underwriter or controlling person of Motient, will include therein material relating to the Holders or the plan of distribution for the Acquired Shares registered thereunder, furnished to Motient in writing, which, in the reasonable judgment of the Holders, should be included;

	(b)		furnish to the Holders such number of copies of the Resale Registration Statement, each amendment and supplement thereto, the prospectus included in the Resale Registration Statement and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Acquired Shares registered thereunder; provided, however, that Motient shall have no obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by Motient;

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	(c)		prepare and file with the SEC such amendments and supplements to the Resale Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Resale Registration Statement effective for the time period as specified in Section 1.1 in order to complete the disposition of the Acquired Shares covered by the Resale Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all Acquired Shares during such period in accordance with the intended methods of disposition thereof as set forth in the Resale Registration Statement, including without limitation identification of the permitted transferees of the Holders;

	(d)		use its commercially reasonable efforts to register or qualify the Acquired Shares under such other securities or blue sky laws of such jurisdictions as the Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of the Acquired Shares in such jurisdictions (provided that Motient shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

	(e)		notify the Holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (i) when the Resale Registration Statement or any post-effective amendment has become effective under the Securities Act, (ii) of any written request by the SEC for amendments or supplements to the Resale Registration Statement or prospectus, (iii) of the happening of any event as a result of which the prospectus included in the Resale Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (whereupon the Holders shall immediately cease any offers, sales or other distribution of Acquired Shares registered thereunder), and, subject to 1.3(c), Motient shall promptly prepare a supplement or amendment to such prospectus so that, as thereafter used by the Holders for the resale of Acquired Shares, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iv) of the issuance of any stop order suspending the effectiveness of the Resale Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any of the Acquired Shares included in the Resale Registration Statement for sale or distribution in any jurisdiction;

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	(f)		in the event of the issuance of any stop order suspending the effectiveness of the Resale Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Acquired Shares included in the Resale Registration Statement for sale or distribution in any jurisdiction, Motient shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order and shall prepare and file an amended or supplemented prospectus, if required;

	(g)		provide a transfer agent and registrar for all Acquired Shares not later than the effective date of the Resale Registration Statement;

	(h)		use its commercially reasonable efforts to cause the Acquired Shares covered by the Resale Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holders to complete the disposition of the Acquired Shares covered by such registration statement and comply with the provisions of the Securities Act with respect to the disposition of all Acquired Shares covered by the Resale Registration Statement during such period in accordance with the intended methods of disposition by the Holders thereof set forth in the Resale Registration Statement;

	(i)		make available for inspection by the Holders, any underwriter participating in any disposition pursuant to the Resale Registration Statement on behalf of the Holders, and any attorney, accountant or other agent retained by the Holders or underwriter, all financial and other records, pertinent corporate documents and properties of Motient, and cause Motient’s officers, managers, employees and independent accountants to supply all information reasonably requested by Motient or any underwriter, attorney, accountant or agent in connection with the Resale Registration Statement; and

	(j)		make generally available to its stockholders a consolidated earnings statement (which need not be audited) for the 12 months beginning after the effective date of such registration statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act.

	1.3		Other Procedural Matters.

	(a)		SEC Correspondence. Motient shall make available to the Holders promptly after the same is prepared and publicly distributed, filed with the SEC, or received by Motient, one copy of the Resale Registration Statement and any amendment thereto, each preliminary prospectus and each amendment or supplement thereto, each letter written by or on behalf

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			of Motient to the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to the Resale Registration Statement. Motient will promptly respond to any and all comments received from the SEC, with a view towards causing the Resale Registration Statement or any amendment thereto to be declared effective by the SEC as soon as practicable and shall file an acceleration request as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that the Resale Registration Statement or any amendment thereto will not be subject to review.

	(b)		Motient may require the Holders to furnish to Motient any other information regarding the Holders and the disposition of Acquired Shares, including without limitation the plan of distribution of the Acquired Shares, as Motient reasonably determines is required to be included in the Resale Registration Statement.

	(c)		Each of the Holders agrees that, upon notice from Motient of the happening of any event as a result of which the prospectus included in the Resale Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading (a “*Suspension Notice*”), the Holders will forthwith discontinue disposition of Acquired Shares pursuant to the Resale Registration Statement until the Holders are advised in writing by Motient that the use of the prospectus may be resumed and are furnished with a supplemented or amended prospectus as contemplated by Section 1.2 hereof; provided, however, that such postponement of sales of Acquired Shares by the Holders shall not in any event exceed (i) twenty (20) consecutive days or (ii) forty-five (45) days in the aggregate in any 12 month period. If Motient shall give the Holders any Suspension Notice or impose a Lockup Period (as defined below), Motient shall extend the period of time during which Motient is required to maintain the Resale Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date the Holders either are advised by Motient that the use of the prospectus may be resumed or by the Lockup Period, as applicable. In any event, Motient shall not be entitled to deliver more than a total of three (3) Suspension Notices in any 12 month period.

	(d)		Neither Motient nor the Holders shall permit any officer, manager, underwriter, broker or any other person acting on behalf of Motient or the Holders to use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the Resale Registration Statement

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			filed pursuant to this Agreement without the prior written consent of Motient, the Holders and any underwriter.

	1.4		Expenses.

	(a)		Registration Expenses. All Registration Expenses shall be borne by Motient.

	(b)		Selling Expenses. All expenses incident to the Holders’ performance of or compliance with this Agreement, including, without limitation, all fees and expenses of counsel for the Holders, fees and expenses of the Holders’ transfer agent, and any broker or dealer discounts or commissions attributable to the disposition of Acquired Shares shall be borne solely by the Holders.

SECTION 2. LOCKUP AGREEMENT.

2.1 Lockup. Each of the Holders hereby agrees, beginning 60 days (extended for any period during a Suspension Notice during the first 60 days) following the Closing Date (as defined in the BCE Exchange Agreement), to not effect any public sale or distribution (including any sales pursuant to Rule 144) of equity securities of Motient, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period beginning on the effective date of any primary underwritten registered public offering of equity securities of Motient or securities convertible or exchangeable into or exercisable for equity securities of Motient (except as part of such underwritten registration), unless the underwriters managing such registered public offering otherwise consent in writing, and the Holders will deliver an undertaking to the managing underwriters (if requested) consistent with this covenant (in each case, a “Lockup Period”). Notwithstanding the foregoing, the Holders shall not be obligated to comply with the provisions of this Section 2.1, (i) more than two times in any 12-month period, and (ii) unless all officers and directors of Motient, and holders of more than 6% of the total combined voting power of all Common Shares then outstanding are also subject to a Lockup Period on the same terms as the Holders. If Acquired Shares are transferred to the shareholders of BCE (or, if BCE is no longer a public company, the public parent entity that controls BCE) in accordance with Section 5.1(h) hereof, such transferees shall not be bound by this Section 2.1. Notwithstanding the foregoing, this Section 2.1 shall not apply to any Holder (or transferee of any such Holder in accordance with Section 5.1 hereof) who does not own or have the right to acquire or vote with respect to Common Shares consisting of, in the aggregate, more than six percent (6%) of the total combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the six percent (6%) in the preceding sentence, each Holder shall be considered individually and not in the aggregate with its permitted transferees.

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SECTION 3. INDEMNIFICATION.

3.1 Indemnification by Motient. Motient agrees to indemnify, to the extent permitted by law, the Holders, their officers, directors, employees and Affiliates and each Person who controls the Holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, and expenses caused by any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement or any prospectus forming a part of the Resale Registration Statement or any “issuer free writing prospectus” (as defined in Securities Act Rule 433), or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or any violation or alleged violation by Motient of the Securities Act, the Exchange Act or applicable “blue sky” laws, except that Motient shall not be liable to any Holder pursuant to this Section 3.1 insofar as the same are made in reliance and in conformity with any information furnished in writing to Motient by such Holder expressly for use therein or by the failure of such Holder to deliver a copy of such registration statement or prospectus or any amendments or supplements thereto as required by law after Motient has furnished such Holder with a sufficient number of copies of the same.

3.2 Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participating, each Holder shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify Motient, its directors, officers, employees and Affiliates, and each Person who controls Motient (within the meaning of the Securities Act), against any losses, claims, damages, liabilities, and expenses resulting from any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a part of the Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that any information so furnished in writing by such Holder contains such untrue statement or omits a material fact required to be stated therein necessary to make the statements therein not misleading; provided, however, that any such obligation of each Holder to indemnify Motient hereunder shall be limited to the net proceeds to such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

3.3 Indemnification Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying

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parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party that are in addition to or may conflict with those available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder.

3.4 Investigation; Contribution. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and shall survive the transfer of securities. If the indemnification provided under Section 3.1 or Section 3.2 of this Agreement is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of each Holder for contribution pursuant to this Section 3.4 be greater than the amount for which such Holder would have been liable pursuant to Section 3.2 had indemnification been available and enforceable.

SECTION 4. RULE 144 TRANSACTIONS.

4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as the Holders continue to hold any Acquired Shares, Motient shall use its commercially reasonable efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunder; provided, however, that the foregoing shall not be construed to require Motient to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed

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sale by any Holder of Acquired Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(b) hereof, Motient shall use its commercially reasonable efforts to cooperate with such Holder so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of Motient, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as such Holder may reasonably request.

SECTION 5. RESTRICTIONS ON TRANSFER.

5.1 Permitted Transfers. Each of the Holders hereby agrees that, until it has disposed of all of the Acquired Shares, it will not, directly or indirectly, without the prior written consent of Motient, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) of any Acquired Shares, except:

	(a)		sales of Acquired Shares pursuant to the Resale Registration Statement; or

	(b)		sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or

	(c)		sales or transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the transferring Holder, considered individually and not in the aggregate with the other transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or

	(d)		a bona fide pledge of or the granting of a security interest in the Acquired Shares to an institutional lender for money borrowed, provided that such lender acknowledges in writing that it has received a copy of this Agreement and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such Acquired Shares, to be bound by the provisions of this Agreement in connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or

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	(e)		sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or

	(f)		dispositions of Acquired Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or

	(g)		dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Motient is a party or in connection with any reclassification of Common Shares; or

	(h)		dispositions of Acquired Shares to the shareholders of BCE or, if BCE is no longer a public company, the public parent entity that controls BCE;

provided, that (i) in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c), (f), or (h) of this Section 5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b), if requested by Motient’s transfer agent (other than with respect to sales of Acquired Shares pursuant to Rule 144(k) under the Securities Act), or in any Disposition pursuant to clauses (c) or (f), such Holder shall have delivered to Motient an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the BCE Exchange Agreement and (B) does not require registration under the Securities Act.

Upon a disposition of Acquired Shares pursuant to Section 5.1(h) to the shareholders of BCE or, if BCE is no longer a public company, the public parent entity that controls BCE , such beneficial owners shall hold the Acquired Shares free of any restrictions under this Agreement and shall not be required to become parties to this Agreement.

SECTION 6. INTENTIONALLY OMITTED

SECTION 7. DEFINITIONS.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly or through one or more intermediaries, controls, is controlled by or is under common control with such specified Person.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any successor statute.

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“Holders” means BCE and any of its permitted transferees pursuant to Section 5.1(c) or (f).

“Person” means any individual, firm, partnership, corporation, trust, joint venture, limited liability company, association, joint stock company, unincorporated organization, or any other entity or organization, including a governmental entity or any department, agency, or political subdivision thereof.

“Registration Expenses” means all expenses incident to Motient’s performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, fees with respect to filings required to be made with the NASD, printing expenses, messenger and delivery and mailing expenses, fees and disbursements of custodians, and fees and disbursements of counsel for Motient and all independent certified public accountants retained by Motient and other Persons retained by Motient.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any successor statute.

SECTION 8. MISCELLANEOUS.

8.1 Legends and Stop Transfer Orders.

(a) Each of the Holders hereby agrees that all certificates representing Acquired Shares shall have the following legend (or other legend to the same effect): “The shares represented by this certificate are subject to restrictions on transfer and other restrictions pursuant to the provisions of a Registration Rights Agreement, dated [ ], 200[ ], between Motient Corporation and the Holders named therein, a copy of which is on file at the office of the corporate secretary of the Holders.”

(b) Each of the Holders hereby agrees to the entry of stop transfer orders with the transfer agent and registrar of the Acquired Shares against the transfer (other than in compliance with this Agreement) of legended securities held by the Holders (or its permitted transferees under Section 5.1(c) or (f) hereof).

(c) Motient agrees to remove any stop transfer orders provided in paragraph (b) above in sufficient time to permit any party to make any transfer permitted by the terms of this Agreement.

8.2 Consolidation or Merger of Motient.

For as long as the Holders continue to hold any Acquired Shares, if any of the following events (collectively, a “Motient Change of Control”) occurs, namely:

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(a) any reclassification or exchange of the outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);

(b) any merger, consolidation, statutory share exchange or combination of Motient with another corporation as a result of which holders of Common Shares shall be entitled to receive stock or other securities with respect to or in exchange for such Common Shares; or

(c) any sale or conveyance of the properties and assets of Motient as, or substantially as, an entirety to any other corporation as a result of which holders of Common Shares shall be entitled to receive stock or other securities with respect to or in exchange for such Common Shares;

Motient shall enter into, or Motient shall cause the successor or purchasing corporation to enter into, as the case may be, an agreement with the Holders that provides the Holders with substantially similar rights as provided in this Agreement with respect to the stock or other securities to be issued in the Motient Change of Control transaction with respect to or in exchange for the Acquired Shares.

8.3 Specific Performance. The parties hereto acknowledge and agree that in the event of any breach of this Agreement, the non-breaching parties would be irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto shall and do hereby waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement in any action instituted hereunder.

8.4 Amendments and Waivers. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. No modification, amendment, or waiver of any provision of this Agreement shall be effective against the Holders or Motient except by a written agreement signed by the Holders holding Acquired Shares and Motient.

8.5 Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not including, without limitation, any Person which is the successor to the Holders or Motient.

8.6 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction or any foreign federal, state, county, or local government or any other governmental, regulatory, or

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administrative agency or authority to be invalid, void, unenforceable, or against public policy for any reason, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

8.7 Entire Agreement. Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

8.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

8.9 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.

8.10 GOVERNING LAW; CONSENT OF EXCLUSIVE JURISDICTION; WAIVER OF JURY TRIAL. THIS AGREEMENT AND THE VALIDITY AND PERFORMANCE OF THE TERMS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW OR CHOICE OF LAW. THE PARTIES HERETO HEREBY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LITIGATED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN MANHATTAN IN THE STATE OF NEW YORK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FOREGOING COURTS AND CONSENT THAT ANY PROCESS OR NOTICE OF MOTION OR OTHER APPLICATION TO EITHER OF SAID COURTS OR A JUDGE THEREOF MAY BE SERVED INSIDE OR OUTSIDE THE STATE OF NEW YORK BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT (AND SERVICE SO MADE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID) OR BY PERSONAL SERVICE OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.

8.11 Notices. Any notices, reports or other correspondence (hereinafter collectively referred to as “correspondence”) required or permitted to be given hereunder

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shall be given in writing and shall be deemed given three business days after the date sent by certified or registered mail (return receipt requested), one business day after the date sent by overnight courier or on the date given by telecopy (with confirmation of receipt) or delivered by hand, to the party to whom such correspondence is required or permitted to be given hereunder.

To BCE:

BCE Inc.
Bureau 3700
1000, rue de La Gauchetière Ouest
Montréal, Québec H3B 4Y7
Facsimile: (514) 391-8389
Attn: Vice President, General Counsel

To Motient:

Motient Corporation
300 Knightsbridge Parkway
Lincolnshire Parkway
Lincolnshire, IL 60069
Facsimile: (847) 478-4810
Attention: General Counsel

with a copy (which shall not constitute notice) to:

Andrews Kurth LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Facsimile: (713) 220-4285
Attention: Mark Young

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement on the day and year first above written.


	MOTIENT CORPORATION
	By:	(signed)
		Name: Jeffrey W. Epstein
		Title: General Counsel

	BCE INC.
	By:	(signed)
		Name: L. Scott Thomson
		Title: Executive Vice-President Corporate Development and Planning

[Signature Page to Registration Rights Agreement]

-----END PRIVACY-ENHANCED MESSAGE-----

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