8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

November 25, 2009 (November 20, 2009)

SkyTerra Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-13865	23-2368845
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

10802 Parkridge Boulevard

Reston, VA 20191

(Address of principal executive offices, including zip code)

(703) 390-2700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On November 20, 2009, SkyTerra LP (formerly Mobile Satellite Ventures LP) (“SLP”), SkyTerra (Canada) Inc. (formerly Mobile Satellite Ventures (Canada) Inc. (“SLC”), SkyTerra Communications, Inc. (“SkyTerra” and together with SLP and SLC the “SkyTerra Parties”) executed a Letter Agreement, attached hereto as Exhibit 2.1, with Inmarsat Global Limited (“Inmarsat”) (the SkyTerra Parties and Inmarsat, collectively, the “Parties”) relating to the Cooperation Agreement dated as of December 20, 2007 (the “Cooperation Agreement”) between the Parties.

Pursuant to the Letter Agreement, the Parties agreed that the occurrence and declaration of the “Effective Date” thereunder would be satisfied through the payment of $31,250,000 in cash to Inmarsat (the “Cash Payment”) on or before December 20, 2009, in lieu of the payment in SkyTerra Common Stock that is otherwise required in order to declare the Effective Date under the Cooperation Agreement. In accordance with the terms of the Letter Agreement, SkyTerra has the option to make the Cash Payment to trigger the continuing rights set forth under the Cooperation Agreement upon the occurrence of the Effective Date, principally the extension through September 1, 2011 of the options for additional spectrum band plan phase implementation, strategic trials utilizing certain of Inmarsat’s spectrum, and continued international spectrum cooperation, each as more fully described in the Cooperation Agreement.

The Cooperation Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2007, and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Number	Description
2.1	Letter Agreement relating to Cooperation Agreement between SkyTerra LP, SkyTerra (Canada) Inc., SkyTerra Communications, Inc., and Inmarsat Global Limited dated November 20, 2009.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: November 25, 2009	By:	/s/ Gary M. Epstein
		Name: Gary M. Epstein
		Title: Executive Vice President, Law & Regulation

3

EX-2

November 20, 2009

Inmarsat Global Limited

99 City Road

London EC1Y 1AX

United Kingdom

Attn: Rupert Pearce, General Counsel

RE: Letter Agreement relating to the Cooperation Agreement dated as of December 20, 2007 (the "Cooperation Agreement") between SkyTerra LP (formerly Mobile Satellite Ventures LP) (“SLP”), SkyTerra (Canada) Inc. (formerly Mobile Satellite Ventures (Canada Inc.) (“SLC”), SkyTerra Communications, Inc. (“SkyTerra” and together with SLP and SLC the “SkyTerra Parties”) on the one hand and Inmarsat Global Limited ("Inmarsat") on the other hand (the SkyTerra Parties and Inmarsat, collectively, the "Parties")

Dear Ladies and Gentlemen:

1.         Reference is made to the Cooperation Agreement by and between the Parties. Capitalized terms used herein without definition shall have the respective meanings given such terms in the Cooperation Agreement.

2.         The Parties agree that, subject to full compliance by SkyTerra with the provisions of paragraph 3 below, the Effective Date shall be deemed irrevocably and automatically to have occurred under the Cooperation Agreement on 20 December 2009, without the requirement that any of the SkyTerra Parties complete a Triggering Investment.

3.         The Parties further agree that, in full and final satisfaction of SkyTerra’s obligations under Section 4.1 of the Cooperation Agreement, and as a condition precedent to the triggering of the Effective Date as described in paragraph 2 above, SkyTerra shall on or prior to 20 December 2009 pay Inmarsat the sum of $31,250,000 (thirty one million two hundred and fifty thousand United States dollars) (the “Effective Date Payment”) in fully cleared, unrestricted, freely transferrable same day funds to a bank account to be designated.

4.         The Parties agree that in the event that the Effective Date Payment is not made in accordance with the provisions of paragraph 3 above, no Effective Date shall be deemed to have occurred in accordance with paragraph 2 or shall remain capable of occurring and the provisions of the Cooperation Agreement shall take effect thereafter on the basis that no Effective Date has occurred or will occur. By contrast, in the event that the Effective Date Payment is made in accordance with the provisions of paragraph 3 above, then, without any further action, the Parties agree that the requirements for the Effective Date are deemed to have been satisfied in full, and the provisions of the Cooperation Agreement shall take effect thereafter on the basis that the Effective Date has occurred on or before its due date.

5.         Except as set forth herein, all other provisions of the Cooperation Agreement shall remain in full force and effect. Any breach under this Letter Agreement shall be considered a breach under the Cooperation Agreement. This Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.         The provisions of Article 9.6 and 9.7 of the Cooperation Agreement shall apply to this Letter Agreement, mutatis mutandis as though incorporated herein.

          If this Letter Agreement reflects your understanding and agreement, please sign in the space provided below.

Very truly yours,
SKYTERRA LP
By:	Its General Partner, SkyTerra GP, Inc.
By:	/s/ Alexander H. Good
Name:	Alexander H. Good
Title:	Vice Chairman, CEO and President
SKYTERRA (CANADA) INC.
By:	/s/ Elizabeth Creary
Name:	Elizabeth Creary
Title:	Vice President, Corporate Counsel
SKYTERRA COMMUNICATIONS, INC.
By:	/s/ Alexander H. Good
Name:	Alexander H. Good
Title:	Chairman, CEO and President

ACCEPTED and AGREED TO:
INMARSAT GLOBAL LIMITED
By:	/s/ Andrew Sukawaty
Name:	Andrew Sukawaty
Title:	Chairman and CEO