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):

December 15, 2007 (December 18, 2007)

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)

703-390-1899

(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):

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

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

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

[ ] 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 December 15, 2007, SkyTerra Communications, Inc. (the "Company"), Mobile Satellite Ventures LP ("MSV") and Mobile Satellite Ventures Finance Co. ("MSV Finance Co."), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Special Situations Fund, LP (together, "Harbinger"), pursuant to which Harbinger agreed to purchase, for $150 million, $150 million of MSV's Senior Unsecured Notes due 2013 (the "Notes") and ten year warrants (the "Warrants") to purchase 7.5% of the Company's common stock ("Common Stock"), on a fully diluted basis (approximately 9.1 million shares), with an exercise price of $10.00 per share.  Excluding the Common Stock underlying the Warrants, based on publicly available information, Harbinger beneficially owns more than 18.4% of the Company's voting Common Stock and 5.6% of the Company's total outstanding voting and non-voting Common Stock on a fully diluted basis.

The Securities Purchase Agreement grants to Harbinger the right of first negotiation to discuss the issuance of additional equity securities by the Company in private placement financing transactions.Should the Company and Harbinger not agree on the terms for such a transaction, Harbinger has the right to maintain their percentage ownership interest through pro rata purchases of shares in issuances to third parties (subject to a number of exceptions).

The Notes will be issued pursuant to an indenture (the "Indenture") that contains restrictive covenants and events of default similar to the indenture governing MSV's existing 14 percent Senior Secured Discount Notes due 2013 (the "Existing High Yield Indenture").  The Securities Purchase Agreement also contains more restrictive covenants regarding mergers, consolidation and transfer of assets and restricted payments.  The more restrictive covenants, the right of first negotiation and the pre-emptive rights expire once Harbinger and their affiliates beneficially own less than five percent (5%) of the outstanding Common Stock of the Company or, if earlier, on December 31, 2011.

The Securities Purchase Agreement contains customary representations, warranties and closing conditions.  A copy of the Securities Purchase Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Upon the closing date of the sale of the Notes and the Warrants to Harbinger, which is expected to be on January 4, 2008 (the "Closing"), MSV and MSV Finance Co. will issue the Notes with an aggregate principal amount of $150 million at issuance. The Notes will bear interest at a rate of 16.5 percent per annum, payable in cash or in-kind, at MSV’s option until December 15, 2011, and thereafter payable in cash.  The Notes will mature on May 1, 2013.  The Notes will have the benefit of subsidiary guarantees and covenants similar to those contained in the Existing High Yield Indenture. The Indenture governing the Notes will have covenants similar to those contained in the Existing High Yield Indenture, with such modifications as appropriate to reflect the financial terms of the Notes.

MSV may redeem some or all of the Notes anytime on or after April 1, 2011 at a redemption price starting at 108.25% of the accreted value of the Notes and declining to par after April 1, 2013. In addition, at any time before January 15, 2011, MSV may redeem up to 35% of the aggregate principal amount at maturity of the Notes with the net proceeds of certain equity offerings at a redemption price equal to 115% of the accreted value of the Notes plus interest, if any, if at least 65% of the originally issued aggregate principal amount of the Notes remain outstanding. At any time before April 1, 2011, MSV may redeem all or a portion of the Notes on one or more occasions at a price equal to 100% of the outstanding principal amount of the Notes redeemed, plus all accrued unpaid interest thereon through the date of redemption, plus a "make-whole" premium. Upon the occurrence of certain change of control events, each holder of Notes may require MSV to repurchase all or a portion of its Notes at a price of 101% of the accreted value,plus all accrued unpaid interest on the Notes purchased to (but excluding) the date of purchase.

The terms of the Notes will require MSV to comply with certain covenants that restrict some of MSV’s corporate activities, including MSV’s ability to incur additional debt, pay dividends, create liens, make investments, sell assets, make capital expenditures, repurchase equity or subordinated debt, and engage in specified transactions with affiliates.  Noncompliance with any of the covenants without cure or waiver would constitute an event of default under the Notes. An event of default resulting from a breach of a covenant may result, at the option of the note holders, in an acceleration of the principal and interest outstanding. The Notes also contain other customary events of default (subject to specified grace periods), including defaults based on events of bankruptcy and insolvency, and nonpayment of principal, interest or fees when due.

The Notes will be issued in a private transaction in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933 (the “Securities Act”).  Accordingly, the Notes may not be offered or sold in the United States without registration or an applicable exemption of registration requirements. The Company has not agreed to file a registration statement with the SEC relating to the resale of the Notes issuable to Harbinger and has no intention of doing so.

Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

As described in Item 1.01 above, pursuant to the terms of the Securities Purchase Agreement, the Company will issue at the Closing Warrants to purchase 7.5% of the Company's Common Stock, on a fully diluted basis (approximately 9.1 million shares), with an exercise price of $10.00 per share.  The Warrants are exercisable for ten years from the date of issuance and are subject to anti-dilution provisions.  The exercise price  may be paid (i) in cash, or (ii) on a cashless basis (x) by instructing the Company to withhold a number of shares of Common Stock underlying the Warrants, (y) by surrendering to the Company Notes with an accreted value equal to the exercise price or (z) by surrendering to the Company shares of Common Stock previously acquired by Harbinger.

The Warrants will be issued in a private transaction in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act. Accordingly, the Warrants may not be offered or sold in the United States without registration or an applicable exemption of registration requirements.  The shares of Common Stock underlying the Warrants may be registered for resale on a registration statement to be filed by the Company, as described below in Item 8.01.

Section 8 – Other Events

Item 8.01 Other Events.

Simultaneously with the Closing of the sale of the Notes and the Warrants to Harbinger, the Company and Harbinger will enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which, subject to the conditions set forth therein, the Company will agree to file a shelf registration statement with the SEC relating to the resale of shares of Common Stock issuable to Harbinger upon exercise of the Warrants.  Holders of a majority of the outstanding of shares of Common Stock issuable to Harbinger upon exercise of the Warrants will be entitled to request an aggregate of two underwritten takedowns to the shelf registration statement whereby such securities are sold to one or more underwriters for resale to the public.  The Company will not be obligated to effectuate more than one underwritten takedown in any six month period.

MSV and the Company intend to use the net proceeds from the sale of the Notes and the Warrants to Harbinger for working capital and general corporate purposes.

On December 17, 2007, the Company and MSV issued a press release announcing the sale of the Notes and the Warrants to Harbinger.  A copy of such press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)                 Exhibits.

Number	Description
10.1	Securities Purchase Agreement, dated as of December 15, 2007, by and among SkyTerra Communications, Inc., Mobile Satellite Ventures LP, Mobile Satellite Ventures Finance Co., Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Special Situations Fund, LP.
99.1	Form of Warrant.
99.2	Form of Registration Rights Agreement, by and among SkyTerra Communications, Inc., Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Special Situations Fund, LP.
99.3	Press release issued by SkyTerra Communications, Inc. and Mobile Satellite Ventures LP, dated December 17, 2007.

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:  December 18, 2007	By:	/s/ ROBERT C. LEWIS
	Name:	Robert C. Lewis
	Title:	Senior Vice President,
		General Counsel and
		Secretary

EXHIBIT INDEX

Number	Description
10.1	Securities Purchase Agreement, dated as of December 15, 2007, by and among SkyTerra Communications, Inc., Mobile Satellite Ventures LP, Mobile Satellite Ventures Finance Co., Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Special Situations Fund, LP.
99.1	Form of Warrant.
99.2	Form of Registration Rights Agreement, by and among SkyTerra Communications, Inc., Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Special Situations Fund, LP.
99.3	Press release issued by SkyTerra Communications, Inc. and Mobile Satellite Ventures LP, dated December 17, 2007.

EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of December, 2007 by and among MOBILE SATELLITE VENTURES LP, a Delaware limited partnership (“MSV”), MOBILE SATELLITE VENTURES FINANCE CO., a Delaware corporation (“MSV Finance Co.” and, together with MSV, the “Issuers”), SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”), HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., a Cayman Islands fund, and HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, LP, a Delaware limited partnership (collectively, the “Purchasers”).

In consideration of the mutual agreements, representations, warranties and covenants herein contained, the parties hereto agree as follows:

1.Definitions; Certain Rules of Construction.  As used in this Agreement, the following terms shall have the following respective meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this Agreement, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“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.

“Authorizations” has the meaning assigned to it in Section 4.14(a) hereof.

“Board” means the board of directors of Mobile Satellite Ventures GP, Inc., a Delaware corporation (“MSV GP”) and the general partner of MSV, or any duly authorized committee thereof.

“Business Day” (whether such term is capitalized or not) means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing” has the meaning assigned to it in Section 3.2 hereof.

“Closing Date” has the meaning assigned to it in Section 3.2 hereof.

“Common Stock” means either Voting Common Stock or Non-Voting Common Stock.

“Disclosure Schedules” has the meaning assigned to it in Section 4 and Section 4A hereof.

“DOJ” has the meaning assigned to it in Section 6 hereof.

“Environmental Protection Laws” means any law, statute or regulation enacted by any jurisdiction in connection with or relating to the protection or regulation of the environment, including, without limitation, those laws, statutes and regulations regulating the disposal, removal, production, storing, refining, handling, transferring, processing or transporting of hazardous or toxic substances, and any orders, decrees or judgments issued by any court of competent jurisdiction in connection with any of the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Exchange Act Reports” means SkyTerra’s reports filed with the SEC since September 1, 2006, pursuant to Section 13 of the Exchange Act.

“Existing High Yield Indenture” means the Indenture, dated as of March 30, 2006, by and among the Issuers, the Guarantors named therein, and The Bank of New York, a New York banking corporation, as Trustee, relating to the 14% Senior Secured Discount Notes of the Issuers, as such Indenture is in effect on the date of this Agreement (and without regard to any subsequent amendment thereto).

“FCC” has the meaning assigned to it in Section 4.14(a) hereof.

“FTC” has the meaning assigned to it in Section 6 hereof.

“GAAP” means U.S. generally accepted accounting principles.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“HSR Act” has the meaning assigned to it in Section 4A.6 hereof.

“Indebtedness” has the meaning assigned to it in the Indenture.

“Indenture” means an Indenture in the form of the Existing High Yield Indenture but modified (i) to reflect that the Notes are to be unsecured instead of secured as are the notes issued under the Existing Indenture, (ii) to eliminate the “accreted value” concept since the Notes are to be issued at par as opposed to at the discount at which the existing notes were issued, (iii) to add provisions necessary to implement the PIK Accrual feature, and to reflect the other financial terms described in Section 2, (iv) to revise the provisions that contemplated an underwritten Rule 144A transaction (with DTC global securities issued upon the initial issuance) in a manner that provides for certificated notes issued on the Closing Date, with Global/DTC book-entry arrangements implemented at the request of the holders of a majority in principal amount of the Notes, (v) to include the additional affirmative and negative covenants described in Parts A and B of Exhibit C, and (vi) by such other related changes.

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“Intellectual Property” has the meaning assigned to it in Section 4.18(a) hereof.

“Issuers” has the meaning assigned to it in the Preamble.

“in writing” means any form of written communication or a communication by means of facsimile transmission, in all events delivered in accordance with Section 9.3(b).

“Law” means any constitution, treaty, statute, law, ordinance, regulation, rule, standard, code, rule of common law, order or other requirement or rule enacted or promulgated by any Governmental Authority.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such property or asset, whether or not filed, recorded or otherwise perfected under applicable law, other than (a) those resulting from taxes which have not yet become delinquent or (b) minor liens and encumbrances that do not materially detract from the value of the property or materially impair the operations of MSV or SkyTerra, as applicable, or materially interfere with the use of such property or asset.

“Losses” means any and all losses, liabilities, obligations, claims, contingencies, damages, diminution in value, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of preparation and investigation.

“Material Adverse Effect” means a material adverse effect on the business, assets, liabilities, properties, operations, prospects or condition (financial or otherwise) of SkyTerra, the Issuers and their Subsidiaries, taken as a whole, except to the extent that such adverse effect results from (a) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (b) financial or securities market fluctuations or conditions; or (c) changes in, or events or conditions affecting, the satellite telecommunications industry generally.

“MSV” has the meaning assigned to it in the Preamble.

“Non-Responding Holder” has the meaning assigned to it in Section 8.6(b) hereof.

“Non-Voting Common Stock” means the non-voting common stock, par value $0.01 per share, of SkyTerra.

“Notes” has the meaning assigned to it in Section 2 hereof.

“Original Issue Date” means the date on which the Warrants are first issued.

“Permits” has the meaning assigned to it in Section 4.15 hereof.

“Person” (whether or not capitalized) means an individual, entity, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, and any Governmental Authority.

“PIK Accrual” has the meaning assigned to it in Section 2 hereof.

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“Public Offering” means an underwritten public offering or a registered direct placement resulting in net proceeds to SkyTerra or any of its Subsidiaries of at least $50,000,000.

“PUC” has the meaning assigned to it in Section 4.14(a) hereof.

“Purchase Price” means the amount to be determined in accordance with Section 3.1(b) hereof.

“Purchasers” has the meaning assigned it in the Preamble.

“Registration Rights Agreement” means the agreement dated as of the Closing Date in the form attached hereto as Exhibit B.

“Registration Statements” means SkyTerra’s registration statements filed with the SEC since September 1, 2006, pursuant to the Securities Act.

“Restricted Common Stock” means shares of Non-Voting Common Stock or Voting Common Stock which are, or which upon their issuance on the exercise of the Warrants would be, and shares of Voting Common Stock issued upon exchange of such shares of Non-Voting Common Stock, evidenced by a certificate bearing the restrictive legend set forth in Section 8.3(c) hereof.

“Rule 144” means Rule 144 promulgated under the Securities Act and any successor or substitute rule, law or provision.

“SEC” means the United States Securities and Exchange Commission.

“SEC Reports” means the Exchange Act Reports filed with the SEC since September 1, 2006 and the Registration Statements.

“Securities” mean, collectively, the Notes and the Warrants.

“Securities Act” means the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Significant Subsidiary” means any “significant subsidiary” of MSV or MSV Finance Co. within the meaning of Rule 1-02 under Regulation S-X.

“SkyTerra” has the meaning assigned to it in the preamble.

“Subsidiary” means, with respect to any Person at any time, (a) any other Person the accounts of which would be required by GAAP to be consolidated with those of such first Person in its consolidated financial statements as of such time, and (b) any other Person capital securities of which having ordinary voting power to elect a majority of the board of directors (or other persons having similar functions), or other ownership interest of which ordinarily constituting a majority voting interest, are at such time, directly or indirectly, owned or controlled by such first Person or one

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or more of its Subsidiaries or by such first Person and one or more of its Subsidiaries.  Unless otherwise expressly provided, all references herein to “Subsidiary” means a Subsidiary of the Issuers.

“Tax” or “Taxes” means any and all taxes, charges, fees, levies, imposts, duties or other assessments of any kind whatsoever, imposed by or payable to any federal, state, provincial, local, or foreign tax authority, including any gross income, net income, alternative or add on minimum, franchise, profits or excess profits, gross receipts, estimated, capital, goods, services, documentary, use, transfer, ad valorem, business rates, value added, sales, customs, real or personal property, capital stock, license, payroll, withholding or back up withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, occupancy, transfer, gains taxes, together with any interest, penalties, additions to tax or additional amounts imposed with respect thereto.

“Third Party” means any Person (other than the Purchasers or any Subsidiary of SkyTerra) that is a prospective transferee of Offered Shares from SkyTerra as defined in Section 8.6(a).

“Transaction Documents” means, collectively, this Agreement, the Warrants, the Indenture and the Registration Rights Agreement, as well as all certificates and exhibits executed or delivered in connection with such agreements.

“Transfer” means and includes any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly.

“Voting Common Stock” means the voting common stock, par value $0.01 per share, of SkyTerra.

“Warrants” means one or more warrants to purchase an aggregate of 7.5% of the issued and outstanding Common Stock on a fully diluted basis (utilizing the treasury method) on January 3, 2008, and assuming a Common Stock share price of $5.05 for purposes of such treasury method calculation, substantially in the form Exhibit A hereto.

“Warrant Stock” has the meaning assigned to it in Section 8.3(a).

2.Financial Terms of the Notes.  The Issuers have authorized or will authorize prior to the Closing Date the issuance and sale to the Purchasers of $150,000,000 aggregate principal amount (exclusive of any amounts that may be capitalized as a result of PIK Accrual (as defined below) of the Issuers’ 16.50% Senior Unsecured Notes due May 1, 2013 (the “Notes”) to be issued pursuant to the Indenture.  Interest on the Notes will accrue from the issue date at a rate of 16.50% perannum, computed on the basis of a 360-day year of twelve 30-day months, payable semi-annually in arrears on each December 15 and June 15, commencing June 15, 2008.  Until and including December 15, 2011, each and every interest payment on the Notes will be payable, at the option of the Issuers, (i) in cash (a “Cash Payment”), (ii) by adding the amount of such interest to the principal of the relevant Note (a “PIK Accrual”) or (iii) in a combination of Cash Payment and PIK Accrual, with any Cash Payment being allocated pro rata among all Notes on

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which interest is due on such date; provided, however, that interest payments on each Note shall be made wholly in the form of a Cash Payment (x) upon any prepayment of such Note (to the extent accrued on the amount being prepaid), (y) upon the scheduled maturity of such Note and (z) at such other time as such Note becomes due and payable (whether by acceleration or otherwise).  Commencing June 15, 2012, interest on the Notes will be payable in cash only.  The Notes will mature on May 1, 2013.

3.Purchase and Sale of the Securities.

3.1Purchase and Sale.

(a) Subject to and upon the terms and conditions set forth in this Agreement, the Indenture and the Warrants: (i) the Issuers agree to issue and sell to the Purchasers, and the Purchasers hereby agree to purchase from the Issuers, $150,000,000 aggregate principal amount of the Notes, and (ii) SkyTerra agrees to issue and sell to the Purchasers, and the Purchasers hereby agree to purchase from SkyTerra, the Warrants.

(b)The aggregate Purchase Price to be delivered by the Purchasers hereunder for the Notes and the Warrants shall be allocated between the Notes and the Warrants in accordance with the procedure set forth in this Section 3.1(b).  The parties agree to cooperate in good faith to determine the allocation between the Notes and the Warrants within fifteen (15) days of the Closing Date.  The parties agree to be bound by such allocation and to take no position inconsistent therewith unless otherwise required by a “determination” as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended.

3.2Closing. The closing of the sale to, and purchase by, the Purchaser of the Securities as contemplated by Section 3.1 (the “Closing”) shall occur at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036-6522, on January 4 , 2008, subject to the satisfaction or waiver of all of the conditions set forth in Section 7 hereof and in the Indenture, or at such other time and place as the Issuers and the Purchasers may agree (the “Closing Date”).  At the Closing, the Issuers shall deliver to the Purchasers (a) one or more Notes, substantially in the form set forth in the Indenture evidencing $150,000,000 aggregate principal amount of the Notes, and (b) SkyTerra shall deliver one or more instruments evidencing the aggregate number of Warrants, in each case registered in the names of the Purchasers, against delivery to the Issuers of $150,000,000 by wire transfer of immediately available funds to an account or accounts that the Issuers designate in writing to the Purchasers at least two Business Days prior to the Closing Date.

4.Representations and Warranties of the Issuers. Except as disclosed in the Disclosure Schedules delivered concurrently herewith (the “Disclosure Schedules”), the Issuers jointly and severally hereby make the following representations and warranties:

4.1Corporate Status.  Each of the Issuers and their Significant Subsidiaries (a) has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate or other, as applicable, power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (b) has duly qualified to do business and is in good standing in

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each jurisdiction where it is required to be so qualified and where the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.  Neither of the Issuers nor any of their Significant Subsidiaries is currently in violation of any of the provisions of its Certificate of Incorporation or By-laws (or other applicable charter documents), each as amended to date.

4.2Corporate Power and Authority.  All corporate or other action on the part of each of the Issuers, its officers, directors, shareholders, managers or members necessary for the authorization, execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein have been taken or will be taken prior to the Closing Date.  This Agreement, and the Indenture when executed and delivered by each of the Issuers, shall constitute the legal, valid and binding obligation of the Issuers and shall be enforceable against the Issuers in accordance with the respective terms of the agreements, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles.  The Issuers have all requisite corporate power and authority to enter into this Agreement and the Indenture, and to carry out and perform their obligations under the terms hereof and thereof.

4.3No Violation.  None of the execution, delivery and performance by the Issuers of this Agreement or the Indenture or compliance with the terms and provisions hereof and thereof (a) will contravene any applicable provision of any applicable Law, (b) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any of the Issuers or any of their Significant Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other material instrument to which any of the Issuers or any of their Significant Subsidiaries is a party or by which it or any of its or their property or assets are bound or to which it may be subject, or result in the acceleration of any obligation of the Issuers or (c) will violate any provision of the Certificate of Incorporation or By-laws (or other applicable charter documents) of the Issuers, each as amended to date, except in the case of (a) or (b), where such breach or conflict would not reasonably be expected to have a Material Adverse Effect.

4.4Capitalization.  Section 4.4 of the Disclosure Schedules discloses the number of authorized, issued and outstanding limited partnership units of MSV, and outstanding warrants and options to purchase limited partnership units of MSV as of the date hereof.  As of the date hereof, 4,778,250 limited partnership units were reserved for future issuance pursuant to outstanding options, restricted shares/phantom units, and warrants issued by MSV.  As of the date hereof, 1,721,750 additional limited partnership units were authorized and reserved for future issuance pursuant to option and other equity plans adopted or approved by MSV.  As of the date hereof, except as disclosed in Section 4.4 of the Disclosure Schedules, there are no other outstanding options, warrants, rights (including conversion or preemptive rights) or any agreement for the purchase or acquisition from MSV or any wholly-owned Subsidiary of any of MSV’s limited partnership units or voting agreements with respect to equity of MSV.  All outstanding limited partnership units of MSV have been duly authorized, validly issued, fully paid and nonassessable.  Except as disclosed in Section 4.4 of the Disclosure Schedules, there are no anti-dilution or price adjustment provisions contained in any security issued by MSV (or in any agreement providing rights to security holders).  None of the outstanding limited partnership units of MSV were issued in violation of the Securities Act or any state securities laws.

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4.5Valid Issuance of the Notes.  The Notes have been or will be prior to the Closing Date duly authorized and when delivered against payment therefor in accordance with this Agreement and the Indenture will constitute valid and binding obligations of the Issuers, entitled to the benefits of the Indenture and enforceable against the Issuers in accordance with their terms.

4.6Litigation.  Except as disclosed in Section 4.6 of the Disclosure Schedules, no actions, suits, claims, investigations or proceedings are pending or, to the Issuers’ knowledge, threatened or reasonably likely to be asserted that would reasonably be expected to have, individually or in the aggregate (a) a Material Adverse Effect or (b) an adverse effect on the rights or remedies of the Purchasers or on the ability of the Issuers or their Significant Subsidiaries to perform their respective obligations under the Transaction Documents.  Except as disclosed in Section 4.6 of the Disclosure Schedules, neither of the Issuers nor any of their Significant Subsidiaries is a party to or named in or subject to any order, writ, injunction, judgment or decree of any court or Governmental Authority.

4.7Approvals.  Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 5 below, except (a) for any required filings and recordings which have been made and are in full force and effect, and (b) for applicable blue sky notice filings, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any Person or Governmental Authority, is required to authorize or is required for or as a condition to (i) the execution and delivery of the Transaction Documents or the consummation of the issuance and sale of the Notes contemplated hereby or (ii) the legality, validity, binding effect or enforceability of the Transaction Documents.  The execution and delivery by the Issuers of this Agreement and the Indenture and the issuance of the Notes do not require the consent or approval of the security holders of the Issuers or of any other Person.

4.8Financial Statements; Indebtedness.

(a)Except for Indebtedness disclosed in Section 4.8(a) of the Disclosure Schedules or the Financial Statements, the Issuers and their Significant Subsidiaries, taken as a whole, have no Indebtedness outstanding at the date hereof.  Neither the Issuers nor any Significant Subsidiary are in default with respect to any outstanding Indebtedness or any instrument relating thereto, and no event has occurred, or facts and circumstances exist, which, after passage of time, would result in such a default.

(b)Section 4.8(b) of the Disclosure Schedules sets forth (i) the audited balance sheet of MSV as at December 31, 2006 together with combined statements of income and cash flows for the fiscal year ended December 31, 2006 (the “Audited Financial Statements”), and (ii) the unaudited balance sheet of MSV as at the nine-month period ending September  30, 2007, together with combined statements of income and cash flows for the nine-month period ending September 30, 2007 (collectively, the “Financial Statements”).  Except as set forth therein, the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and on that basis, present fairly, in all material respects, the financial position and the results of operations and cash flows of MSV as of the dates and for the periods indicated.

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4.9Investment Company Act.  Neither of the Issuers is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.

4.10No Material Adverse Changes.  Since September 30, 2007, (a) no event has occurred which has had, or would reasonably be expected to have, a Material Adverse Effect; (b) except as disclosed in Section 4.10(b) of the Disclosure Schedules, there has been no transaction entered into by either of the Issuers or any of their Significant Subsidiaries other than transactions in the ordinary course of business or except as contemplated and previously disclosed to the Purchasers or its counsel, Bingham McCutchen LLP; (c) there have not been any increases in the Indebtedness of either of the Issuers or their Significant Subsidiaries taken as a whole, except as disclosed in Section 4.10(c) of the Disclosure Schedules; (d) there has been no actual or, to the knowledge of the Issuers, threatened revocation of, or default under, any contract, agreement or arrangement to which either of the Issuers or any of their Significant Subsidiaries is a party, except as would not reasonably be expected to have a Material Adverse Effect; (e) except as disclosed in Section 4.10(e) of the Disclosure Schedules, there have not been any amendments or changes in the charter documents, by-laws or other formation documents of either of the Issuers or the Significant Subsidiaries; (f) except as disclosed in Section 4.10(f) of the Disclosure Schedules, there has not been any entry into, amendment of, relinquishment, termination or non-renewal by either of the Issuers or the Significant Subsidiaries of any material contract, license, lease, transaction, commitment or other right or obligation, other than in the ordinary course of business, consistent with past practice; and (g) there has not been any transfer or grant of a right with respect to the Intellectual Property owned or licensed by either of the Issuers or the Significant Subsidiaries, except as among the Issuers and the Significant Subsidiaries which would not materially impact the Issuers’ business plans.

4.11Tax Returns and Payments.  Except as would not reasonably be expected to have a Material Adverse Effect, (a) each of the Issuers and Significant Subsidiaries has filed all domestic and foreign Tax returns and reports required to be filed by it, all such returns and reports are true and correct to the best of the Issuers’ knowledge, and each of the Issuers and Significant Subsidiaries has paid all Taxes and other assessments shown due on such returns and reports; (b) there is no pending or, to the knowledge of the Issuers, threatened non-routine examination, investigation, audit, suit, action, claim or proceeding relating to Taxes of either of the Issuers or any of the Significant Subsidiaries; (c) none of the Issuers or any of the Significant Subsidiaries have received written notice of a determination by any taxing authority that any material Tax amounts are owed by the Issuers or any of the Significant Subsidiaries, which determination has not been paid, compromised, or otherwise finally disposed of, and, to the knowledge of the Issuers, no such determination is proposed or threatened; and (d) there are no Liens arising from or related to Taxes on or pending against either of the Issuers or any of the Significant Subsidiaries, or any of their properties, other than statutory liens for taxes that are not yet due and payable.

4.12Significant Subsidiaries.  As of the respective Closing Date, the Issuers have no directly or indirectly held Significant Subsidiary other than those disclosed in Section 4.12 of the Disclosure Schedules.  Each of the Issuers and their Significant Subsidiaries has good and marketable title to all of the shares (or other equity interests) it purports to own of the stock of each Significant Subsidiary, free and clear in each case of any Lien (defined for purposes

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hereof without regard to the exceptions contained in (a) and (b) of the definition of Lien).  All such shares have been duly authorized, validly issued and are fully paid and nonassessable.  As of the respective Closing Date, the Issuers are not party to any joint venture or similar arrangement, except as disclosed in Section 4.12 of the Disclosure Schedule.

4.13Properties.  Except as disclosed in Section 4.13 of the Disclosure Schedules, each the Issuers and each of their Significant Subsidiaries owns all of its respective properties and assets, free and clear of all Liens.  With respect to leased property and assets, the Issuers and their Significant Subsidiaries are in material compliance with such leases and hold a valid leasehold interest, free of any Liens, except as would not reasonably be expected to have a Material Adverse Effect.

4.14Regulatory Matters.

(a)Authorizations.  Section 4.14(a)(i) of the Disclosure Schedules lists all material Federal Communications Commission (“FCC”), state public utility commission (“PUC”) and foreign regulatory authority permits, licenses, certificates, registrations and other similar material authorizations held by the Issuers and their Significant Subsidiaries (collectively, the “Authorizations”).  Except as disclosed in Section 4.14(a)(ii) of the Disclosure Schedules, the Authorizations consist of all such authorizations necessary or appropriate for the conduct of the Issuers' and their Significant Subsidiaries' business as such business is currently being conducted.  The Issuers and their Significant Subsidiaries have maintained and kept in force and effect, and have applied in a timely manner for renewal of all such Authorizations. Except as disclosed in Section 4.14(a)(ii) of the Disclosure Schedules, the Issuers and their Significant Subsidiaries are in compliance with all such Authorizations and any terms and conditions thereof, except as would not reasonably be expected to have a Material Adverse Effect.  Except as disclosed in Section 4.14(a)(ii) of the Disclosure Schedules, each Authorization which is material to the business of the Issuers is valid and in full force and effect, and the Issuers and their Significant Subsidiaries have not received notice from the FCC, any PUC, or any foreign regulatory authority of its intention to revoke, suspend, condition or fail to renew any such Authorization.  Except as disclosed in Section 4.14(a)(ii) of the Disclosure Schedules, no event has occurred or facts and circumstances exist, which allows or would reasonably be expected to allow, or which after notice or lapse of time would allow or would reasonably be expected to allow, revocation, suspension, non-renewal or termination or result in any other material impairment of the Issuers’ or their Significant Subsidiaries’ rights under any of its Authorizations.

(b)Compliance with Laws.  Except as disclosed in Section 4.14(b) of the Disclosure Schedules, the conduct of the Issuers’ and their Significant Subsidiaries' business complies with all applicable U.S., state, local and foreign Laws (including, without limitation, the Communications Act of 1934, as amended, and the Communications Assistance for Law Enforcement Act), ordinances, rules, regulations, and orders (including, without limitation, those issued by the FCC, any PUC or any foreign regulatory authority), in each case, except as would not reasonably be expected to have a Material Adverse Effect.  Except as disclosed in Section 4.14(b) of the Disclosure Schedules, none of the Issuers nor any of their respective Significant Subsidiaries is in violation of any applicable Environmental Protection Laws and, to their knowledge, no material expenditures are or will be required in order to comply with any such

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Laws, in each case, except as would not reasonably be expected to have a Material Adverse Effect.

(c)Regulatory Filings.  As of the date hereof, the Issuers and their Significant Subsidiaries have made all material regulatory filings required, and paid all applicable fees and assessments imposed, with respect to the Authorizations, including but not limited to FCC regulatory fees, Universal Service Fund contributions, Telecommunications Relay Service Fund contributions, and North American Numbering Plan fees, and all such filings and the calculation of such fees, are accurate in all material respects.

4.15Permits. The Issuers and their Significant Subsidiaries have all franchises, permits, licenses and any similar authority (the “Permits”) necessary for the conduct of their business as now being conducted by them, the lack of which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Issuers, threatened, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Issuers believe they can obtain, without undue burden or expense, any similar authority for the conduct of their business as presently proposed to be conducted.  The Issuers and their Significant Subsidiaries are not in default under any of such Permits.

4.16Brokers.  Neither of the Issuers nor any Significant Subsidiary has any liability to pay any fees, commissions or other similar compensation to any broker, finder, investment banker, financial advisor or other similar Person in connection with the transactions contemplated by this Agreement.

4.17Leases.  Each of the Issuers and the Significant Subsidiaries has complied with all material obligations under all leases for real property to which it is a party as a lessee.  All leases relating to the leasehold estates of each of the Issuers and the Significant Subsidiaries necessary for the conduct of the business of such Person are, with respect to the Issuers, valid and enforceable, and, to the knowledge of the Issuers, are, valid and enforceable with respect to the lessor, and each of the Issuers and the Significant Subsidiaries that is the lessee in respect thereof currently enjoys peaceful and undisturbed possession of the premises subject thereto.

4.18Intellectual Property.

(a)Except as disclosed in Section 4.18(a) of the Disclosure Schedules, the Issuers and each of their Significant Subsidiaries owns, possesses or has the right to use, exploit and/or practice patents, trade secrets, trademarks, service marks, trade names, copyrights, franchises and licenses, and rights with respect thereto (collectively, “Intellectual Property”), necessary for the present conduct of its business and as such business is proposed to be conducted.

(b)Except as disclosed in Section 4.18(b) of the Disclosure Schedules, there are no outstanding options, licenses, or agreements of any kind relating to the Issuers’ and/or its Significant Subsidiaries’ Intellectual Property with the exception of agreements for the sale or license of the Issuers’ products or services in the ordinary course of business.

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(c)Except as disclosed in Section 4.18(c) of the Disclosure Schedules, neither of the Issuers nor any their Significant Subsidiaries is a party to any agreement or license under which the Issuers or any Significant Subsidiary acquires any right, license, title or interest in, under or to any third party Intellectual Property (including without limitation any license to open source software), other than (i) licenses that are available to the public generally for a license fee of less than $10,000 (other than open source software) and that were obtained in the ordinary course of business; and (ii) license or ownership rights arising from services or development agreements (or the like) made with third parties in the ordinary course of business.

(d)The Issuers have not received any communications alleging that the Issuers or any Significant Subsidiary has violated, infringed or misappropriated or, by conducting its business as presently proposed, would violate, infringe or misappropriate any of the Intellectual Property of any other Person.

(e)To the knowledge of the Issuers and their Significant Subsidiaries, no Person is infringing or misappropriating the Intellectual Property of the Issuers or their Significant Subsidiaries.

(f)Except as disclosed in Section 4.18(f) of the Disclosure Schedule, neither of the Issuers nor any Significant Subsidiary is subject or a party to any order, decree, judgment, stipulation or agreement restricting its ability to conduct the business, including the sale of products or services, in any geographic area, market or field.

4.19Securities Laws. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 5, the offer, sale and issuance of the Notes as provided in this Agreement is and is intended to be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof.

4.20Insurance.  Except as disclosed in Section 4.20 of the Disclosure Schedules the Issuers and the Significant Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and sufficient to address risks anticipated in the businesses in which the Issuers and the Significant Subsidiaries are currently engaged.  Neither of the Issuers nor any Significant Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain coverage from reputable insurers as may be necessary to continue its business without a significant increase in cost.

4.21No Defaults.  Each of the Issuers and their Significant Subsidiaries has complied in all material respects with the terms and conditions of any indenture, mortgage, deed of trust, agreement, note or other instrument evidencing Indebtedness of the Issuers or their Significant Subsidiaries.  None of the Issuers, their Significant Subsidiaries or any party thereto is in default in the performance or compliance with any provisions thereof, except as would not reasonably be expected to have a Material Adverse Effect.  All of the foregoing instruments are in full force and effect as of the Closing Date and have not been terminated, rescinded or withdrawn, except as would not reasonably be expected to have a Material Adverse Effect.

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4.22Internal Accounting Controls.  Each of the Issuers maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (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.

4.23MSV Finance Co. MSV Finance Co. owns no material assets and engages in no material business activities other than being a co-issuer under the Existing High Yield Indenture and the transactions contemplated hereby.

4ARepresentations and Warranties of SkyTerra.  Except as disclosed in the Disclosure Schedules, SkyTerra hereby makes the following representations and warranties:

4A.1Corporate Status.  SkyTerra (a) has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other, as applicable, power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (b) has duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified and where the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.  SkyTerra is not currently in violation of any of the provisions of its Certificate of Incorporation or By-laws, each as amended to date.

4A.2Corporate Power and Authority.  All corporate action on the part of SkyTerra, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement, the issuance of the Warrants and the consummation of the transactions contemplated herein have been taken or will be taken prior to the Closing Date.  The Warrants and the Registration Rights Agreement when executed and delivered by SkyTerra, shall constitute the legal, valid and binding obligation of SkyTerra and shall be enforceable against SkyTerra in accordance with their respective terms and the terms of this Agreement, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles. SkyTerra has all requisite corporate power and authority to enter into this Agreement, the Warrants and the Registration Rights Agreement and to carry out and perform its obligations under the terms hereof and thereof.

4A.3No Violation.  None of the execution, delivery and performance by SkyTerra of this Agreement,  the Warrants and the Registration Rights Agreement, or compliance with the terms and provisions hereof and thereof (a) will contravene any applicable provision of any applicable Law, (b) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of SkyTerra or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other material instrument to which SkyTerra or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or

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result in the acceleration of any obligation of SkyTerra or (c) will violate any provision of the Certificate of Incorporation or By-laws of SkyTerra or any of its Subsidiaries, each as amended to date, except in the case of (a) and (b), where such breach or conflict would not reasonably be expected to have a Material Adverse Effect.

4A.4Capitalization. Section 4A.4 of the Disclosure Schedules discloses the number of authorized, issued and outstanding shares of capital stock of SkyTerra, and outstanding warrants and options to purchase capital stock of SkyTerra as of the date hereof.  As of the date hereof, 1,082,928 shares of Common Stock were reserved for future issuance pursuant to outstanding options and up to 3,212,893 shares of Common Stock were reserved for future issuance pursuant to outstanding warrants issued by SkyTerra.  As of the date hereof, a total of 10,072,722 additional shares of Common Stock were authorized and  reserved for future issuance pursuant to option and other equity plans adopted or approved by SkyTerra.  As of the date hereof, except as further disclosed in Section 4A.4 of the Disclosure Schedules or for the right to purchase SkyTerra Common Stock upon exercise of the Warrants, there are no other outstanding options, warrants, rights (including conversion or preemptive rights) or any agreement for the purchase or acquisition from SkyTerra of any shares of SkyTerra’s capital stock or voting agreements with respect to equity of SkyTerra or any of its Subsidiaries.  All outstanding shares of the capital stock of SkyTerra have been duly authorized, validly issued, fully paid and nonassessable.  Except as disclosed in Section 4A.4 of the Disclosure Schedules, there are no obligations, contingent or otherwise, of SkyTerra or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or other equity securities of SkyTerra or its Subsidiaries.  Except as disclosed in Section 4A.4 of the Disclosure Schedules, the sale of the Warrants, and the issuance of any Common Stock upon exercise of the Warrants, will not result in SkyTerra being obligated to issue, sell or purchase, pursuant to any existing pre-emptive, anti-dilution, redemption or other right of third parties, shares of Common Stock or other securities to or from any Person (other than the Purchasers), and will not result in a right of any holder of convertible or contingent securities issued by SkyTerra to adjust the exercise, conversion, exchange or reset price under such securities, including, in any such case, pursuant to any “poison pill” or shareholders rights plan.  Except as disclosed in Section 4A.4 of the Disclosure Schedules, there are no anti-dilution or price adjustment provisions contained in any security issued by SkyTerra (or in any agreement providing rights to security holders).  None of the outstanding shares of capital stock of SkyTerra were issued in violation of the Securities Act or any state securities laws.

4A.5Valid Issuance of the Common Stock.

(a)The shares of Common Stock issuable upon exercise of the Warrants in accordance with the terms of the Warrants have been duly authorized by SkyTerra and, when delivered in accordance with the terms of the Warrants (a) will be validly issued, fully paid and nonasessable, (b) will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Liens (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of Lien) which are imposed by SkyTerra, or arise as a result of SkyTerra’s action or omission.  SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exercise in full of the Warrants.

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(b)The shares of Voting Common Stock issuable upon exchange of the shares of Non-Voting Common Stock in accordance with the terms of Section 8.1 hereof have been duly authorized by SkyTerra and, when delivered in accordance with the terms of this Agreement (a) will be validly issued, fully paid and nonasessable, (b) will not be subject to any preemptive rights or any other similar contractual rights of the stockholders of SkyTerra or any other Person, and (c) will be delivered to the Purchasers or their designated transferee, free and clear of any Liens (defined for purposes hereof without regard to the exceptions set forth in clauses (a) and (b) of the definition of Lien) which are imposed by SkyTerra, or arise as a result of SkyTerra’s action or omission.  SkyTerra has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon the exchange in full of the Non-Voting Common.

4A.6Approvals.  Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 5 below, except (a) in connection with or in order to comply with the applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, and if necessary, any required stock exchange approvals (b) for any required filings and recordings which have been made and are in full force and effect, and (c) for applicable blue sky notice filings, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any Person or Governmental Authority, is required to authorize or is required for or as a condition to (i) the execution and delivery of the Transaction Documents or the consummation of the issuance and sale of the Warrants contemplated hereby or (ii) the legality, validity, binding effect or enforceability of the Transaction Documents.  The execution and delivery by SkyTerra of this Agreement and the issuance of the Warrants do not require the consent or approval of the security holders of SkyTerra or of any other Person.

4A.7Conformity to Securities Act and Exchange Act; No Misstatement or Omission.  Each of the SEC Reports as of the date it was filed with the SEC in the case of the Exchange Act Reports or declared effective in the case of the Registration Statements, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as applicable) and the respective rules and regulations of the SEC thereunder and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.  Since September 1, 2006, SkyTerra has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act.

4A.8Financial Statements; Indebtedness.

(a)Except as disclosed in Section 4A.8(a) of the Disclosure Schedules, the financial statements and supporting schedules included in SkyTerra’s Annual Report on Form 10-K for the year ended December 31, 2006, and in SkyTerra’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and in any Registration Statements or other SEC Reports, in each case filed with the SEC, present fairly, in all material respects, the consolidated financial position of SkyTerra as of the dates specified and the consolidated results of their operations and cash flows for the periods specified, in each case, in conformity with GAAP applied on a consistent basis during the periods involved, except as indicated therein or in the notes thereto.

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(b)Except for Indebtedness disclosed in Section 4A.8(b) of the Disclosure Schedules and in SkyTerra’s Annual Report on Form 10-K for the year ended December 31, 2006, and in SkyTerra’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, SkyTerra has no Indebtedness outstanding at the date hereof.  SkyTerra is not in default with respect to any outstanding Indebtedness or any instrument relating thereto, and no event has occurred, or facts and circumstances exist, which, after passage of time, would result in such a default.

4A.9Internal Accounting Controls.  SkyTerra maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (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.  SkyTerra has established disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) for SkyTerra and designed such disclosure controls and procedures to ensure that information required to be disclosed by SkyTerra in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to SkyTerra’s management as appropriate to allow timely decisions regarding required disclosure.  SkyTerra has carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

5.Representations and Warranties of the Purchasers.  The Purchasers hereby make the following representations and warranties, as of the date hereof and as of the Closing Date:

5.1Authorization.  All corporate, partnership or limited liability company action on the part of each of the Purchasers necessary for the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herein and therein, has been taken.  When executed and delivered by such Purchasers, each of this Agreement and the other Transaction Documents shall constitute the legal, valid and binding obligation of each of the Purchasers, enforceable against each of the Purchasers in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles.  Each of the Purchasers has all the requisite corporate power and authority to enter into each of this Agreement and the other Transaction Documents and to carry out and perform its obligations under the terms hereof and thereof.

5.2Purchase Entirely for Own Account.  Each of the Purchasers is acquiring the Securities for its own account for investment and not for the account of any other person or with a view to any resale, fractionalization, division, or distribution thereof in a manner that would require registration thereof or the transactions contemplated hereby under the Securities Act, and the Purchasers do not presently have any reason to anticipate any change in such Purchaser’s circumstances or other particular occasion or event which would cause the Purchasers to sell the Securities other than in compliance with the requirements of the Securities

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Act.  The Purchasers have no contract, undertaking, agreement, understanding or arrangement with any person to sell, transfer, or pledge to any person any part or all of the Securities which such Purchasers are acquiring, or any interest therein, and have no present plans to enter into the same.  The Securities were not offered or sold to the Purchasers by means of any general solicitation or general advertisement.

5.3Investor Status; Etc.  The Purchasers certify and represent to the Issuers that (i) they are each an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act and were not organized for the purpose of acquiring any of the Securities.  The Purchasers have adequate means of providing for their current needs and personal contingencies, have no need now, and anticipate no need in the foreseeable future, to sell the Securities, and currently have sufficient net worth and financial liquidity to afford a complete loss of their investment in the Issuers.  The Purchasers have such knowledge and experience in financial and business matters so that the Purchasers are capable of evaluating the merits and risks of an investment in the Issuers and SkyTerra and have made such evaluation.  The Purchasers fully understand that the Securities are speculative investments which involve a high degree of risk of loss of the Purchasers’ entire investment.  No person or entity, other than the Issuers or their authorized representatives, have offered the Securities to the Purchasers.    The Purchasers are able to bear the economic risk of an investment in the Securities.

5.4Securities Not Registered. The Purchasers understand that neither the Securities nor the Warrant Stock issuable upon exercise of the Warrants or the Voting Common Stock issuable upon exchange of Warrant Stock that is Non-Voting Common Stock have been registered under the Securities Act, by reason of their issuance by the Issuers in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchasers understand that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.  The Purchasers have had an opportunity to ask questions of and receive answers from the management and authorized representatives of the Issuers and SkyTerra, and to review any other relevant documents and records concerning the business of the Issuers and SkyTerra and the terms and conditions of this investment, and that any such questions have been answered to the Purchasers’ satisfaction.  The Purchasers understand that no federal or state agency have passed upon or made any recommendation or endorsement of an investment in the Securities.  The Purchasers acknowledge that certain material information has been disclosed to Bingham McCutchen, LLP on behalf of the Purchasers, and at the Purchasers' request, such information has not been shared with the Purchasers.

5.5No Violation.  Neither the execution, delivery and performance by such Purchasers of this Agreement or the Transaction Documents nor compliance with the terms and provisions hereof and thereof by the Purchasers (a) will contravene any applicable provision of any Law applicable to the Purchasers, except as would not have a material adverse effect on the Purchasers’ ability to consummate the transactions contemplated hereby; or (b) will violate any

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provision of the organizational documents of the Purchasers, except as would not have a material adverse effect on the Purchasers’ ability to consummate the transactions contemplated hereby.

5.6Brokers. The Purchasers have no liability to pay any fees, commissions or other similar compensation to any broker, finder, investment banker, financial advisor or other similar Person in connection with the transactions contemplated by this Agreement.

5.7Consents. Except (a) in connection with or in order to comply with the applicable provisions of the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (b) for any required filings and recordings with Governmental Authorities under Section 6; all consents, approvals, orders and authorizations required on the part of the Purchasers in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated herein have been obtained and are effective as of the date hereof.

5.8Reliance. The Purchasers are relying solely upon the advice of their own financial, legal and tax advisors and their entering into the transactions contemplated by this Agreement is the result of independent arm’s length negotiations between the Purchasers, SkyTerra and the Issuers.  The Purchasers acknowledge that the Issuers and SkyTerra are relying on the representation and warranties of the Purchaser contained in this Section 5 and would not consummate the transactions contemplated by this Agreement, in the absence of the representations and warranties of the Purchaser contained in this Section 5.

5.9Material Non-Public Information. The Purchasers hereby acknowledge that they are familiar with their responsibilities under federal and state securities laws relating to restrictions on trading in securities of an issuer while in possession of material, non-public information, and restrictions on sharing such information with other persons who may engage in such trading.

6.Governmental and FCC Approval.  The parties will promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, 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 the Issuers.  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 Department of Justice (the “DOJ”), the United States Federal Trade Commission (the “FTC”), the FCC or any other Governmental Authority 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 Authority or quasi-governmental entity or, in connection with any proceeding by

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a private party, with any other person and (iv) to the extent permitted by any applicable Governmental Authority, give the other parties the opportunity to attend and participate in such meetings and conferences.

7.Conditions Precedent.

7.1Conditions to the Obligation of the Purchasers to Consummate the Closing. The obligation of the Purchasers to consummate the Closing and to purchase and pay for the Securities to be purchased by them is subject to the satisfaction (or waiver by such Purchasers) of the following conditions precedent:

(a)The representations and warranties of the Issuers and SkyTerra contained herein shall be true and correct on the Closing Date and the Issuers and SkyTerra shall have performed all obligations and conditions herein required to be performed or complied with by the Issuers and SkyTerra on or prior to the Closing Date.

(b)There shall not be any Law injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to this Agreement or the transactions contemplated hereby by any Governmental Authority prohibiting or enjoining the transactions contemplated by this Agreement or the Transaction Documents.

(c)The sale of the Securities by the Issuers and SkyTerra shall not be prohibited by any Law.  All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any Governmental Authority or of or with any other Person, including, without limitation all filings in accordance with Section 6 hereof, with respect to the purchase and sale of the Securities shall have been duly obtained or made and shall be in full force and effect; provided, however, that this shall not require all approvals needed to issue Voting Common Stock.

(d)The Purchasers shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Issuers and SkyTerra, a reasonable and customary opinion for transactions of the type contemplated herein addressed to the Purchasers, dated as of the Closing Date, which shall be reasonably satisfactory to Bingham McCutchen LLP, counsel to the Purchasers.

(e)MSV shall have delivered to the Purchasers a certificate dated as of the Closing Date and signed by the secretary or other officer of MSV GP, certifying (i) that the copies of the Limited Partnership Agreement and resolutions of the Board approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby attached thereto, are all true, complete and correct and remain in full force and effect as of such date, and (ii) as to the incumbency and specimen signature of each officer of MSV executing this Agreement, the Transaction Documents and any other document delivered in connection herewith on behalf of MSV.

(f)MSV Finance Co. shall have delivered to the Purchasers a certificate dated as of the Closing Date and signed by the secretary or another officer of MSV Finance Co., certifying (i) that the copies of the Certificate of Incorporation, the By-Laws and resolutions of the Board of Directors of MSV Finance Co. approving this Agreement, the Transaction

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Documents and the transactions contemplated hereby and thereby attached thereto, are all true, complete and correct and remain in full force and effect as of such date, and (ii) as to the incumbency and specimen signature of each officer of MSV Finance Co. executing this Agreement, the Transaction Documents and any other document delivered in connection herewith on behalf of MSV Finance Co.

(g)Each of the Issuers shall have delivered to the Purchasers a certificate dated as of the Closing Date and signed by the Issuer’s respective chief financial officer or chief executive officer, certifying that (i) each of the Issuers has performed and complied with all of the agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Issuers on or before such Closing Date and (ii) that the conditions set forth in Sections 7.1(a) and 7.1(b) have been met.

(h)SkyTerra shall have delivered to the Purchasers a certificate dated as of the Closing Date and signed by the secretary or another officer of SkyTerra, certifying (i) that the copies of the Certificate of Incorporation, the By-Laws and resolutions of the Board of Directors of SkyTerra approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby attached thereto, are all true, complete and correct and remain in full force and effect as of such date, (ii) that the representations and warranties made by SkyTerra in the Transaction Documents are true and correct as of such date; and (iii) as to the incumbency and specimen signature of each officer of SkyTerra executing this Agreement, the Transaction Documents and any other document delivered in connection herewith on behalf of SkyTerra.

(i)SkyTerra shall have delivered to the Purchasers a certificate dated as of the Closing Date and signed by SkyTerra’s chief financial officer or chief executive officer, certifying that (i) SkyTerra has performed and complied with all of the agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Issuers on or before such Closing Date and (ii) that the conditions set forth in Sections 7.1(a) and 7.1(b) have been met.

(j)Each of the Issuers and SkyTerra shall have delivered to the Purchasers a certificate of good standing for each of the Issuers from the Secretary of State of the State of Delaware, in each case dated within one week of the Closing.

(k)The Registration Rights Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered to the Purchasers and SkyTerra.

(l)There shall be no Material Adverse Effect on the Closing Date.

(m)Each of the Issuers and SkyTerra will have provided reasonable cooperation in providing the Purchasers with all the information available to them reasonably requested by the Purchasers in writing.

7.2Conditions to the Obligation of the Issuers and SkyTerra to Consummate the Closing. The obligation of the Issuers and SkyTerra to consummate the Closing and to issue and sell the Securities to the Purchasers at the Closing is subject to the satisfaction (or waiver by the Issuers and SkyTerra) of the following conditions precedent:

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(a)The representations and warranties of the Purchasers contained herein shall be true and correct on and as of the Closing Date.

(b)The Purchasers shall have performed all obligations and conditions herein required to be performed or complied with by the Purchasers on or prior to the Closing Date.

(c)The Purchaser shall have delivered to the Issuers and SkyTerra a certificate dated the Closing Date, executed by an authorized officer, certifying the satisfaction of the conditions specified in paragraphs (a) and (b) of this Section 7.2.

(d)There shall not be any Law injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to this Agreement or the transactions contemplated hereby by any Governmental Authority prohibiting or enjoining the transactions contemplated by this Agreement or the Transaction Documents.

(e)The sale of the Securities by the Issuers and SkyTerra shall not be prohibited by any Law. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any Governmental Authority or of or with any other Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect.

(f)The Purchasers shall have delivered to SkyTerra, MSV and MSV Finance Co. each of a Form W-9 or Form W-8, as applicable.

8.Certain Covenants and Agreements.

8.1Exchange of Non-Voting Common Stock for Common Stock.

(a)To the extent any holder of a Warrant or its permitted assigns, obtains  shares of Non-Voting Common Stock issued upon exercise of a Warrant, SkyTerra will promptly upon the request of such holder or its permitted assign, exchange such shares of Non-Voting Common Stock for shares of Voting Common Stock on a one-for-one basis.  Upon surrender of certificates representing the shares of Non-Voting Common Stock that are being exchanged as part of such transfer, SkyTerra will issue to such Person certificates representing the appropriate number of shares of  Common Stock.  For the avoidance of doubt, other than as to voting and listing or quotation on a stock exchange, automatic quotation system or the OTC Bulletin Board, the Common Stock and Non-Voting Common Stock shall have identical rights and terms.

(b)Notwithstanding anything to the contrary contained in this Section 8.1, prior to the issuance of the Voting Common Stock, the holder of the Warrant or its permitted assigns shall have satisfied any and all legal or regulatory requirements for conversion, including compliance with the HSR Act, any applicable FCC requirements and any required shareholder approval as a result of a stock exchange where the Common Stock is then so listed or quoted.  SkyTerra shall use its reasonable best efforts in cooperating with such holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary.  SkyTerra shall pay all necessary filing fees and reasonable out-of-pocket expenses to obtain such approvals.

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8.2Reservation and Authorization of Common Stock; Registration with and Approval of Any Governmental Authority.  From and after the Original Issue Date, SkyTerra shall at all times reserve and keep available for issuance upon the exercise of the Warrants such number of its authorized but unissued shares of Voting Common Stock as will be sufficient to permit the exchange in full of all shares of Non-Voting Common Stock issuable upon exercise in full of all outstanding Warrants.  All shares of Voting Common Stock issuable pursuant to the terms hereof, when issued upon (i) exercise of the Warrants; or (ii) exchange of an equal number of shares of Non-Voting Common Stock in accordance with the terms hereof, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear of all Liens.

8.3Legends.

(a)Each certificate for Common Stock initially issued upon the exercise of the Warrants (“Warrant Stock”), each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with two legends in substantially the following forms:  “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGE, MORTGAGE, PLEDGED, HYPOTHECATED OF OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT AND THE RULES AND REGULATIONS THEREUNDER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET FORTH IN A CERTAIN WARRANT DATED JANUARY 4, 2008, ORIGINALLY ISSUED BY SKYTERRA COMMUNICATIONS, INC. (THE “WARRANT”) PURSUANT TO THE EXERCISE OF WHICH SUCH SHARES WERE ISSUED.  A COPY OF THE WARRANT IS AVAILABLE AT THE EXECUTIVE OFFICES OF SKYTERRA COMMUNICATIONS, INC.”

(b)Each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form:  “NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW.  THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OF OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES AND REGULATIONS THEREUNDER AND THIS WARRANT.”

(c)Notwithstanding the  foregoing provisions of this Section 8, the legend requirements of Section 8.3 shall terminate as to any particular Warrant or shares of Restricted Common Stock when SkyTerra shall have received from the holder thereof an opinion of counsel to the effect that such legend is not required in order to ensure compliance with the Securities Act.  Whenever the restrictions imposed by Section 8.3 shall terminate as to the Warrants, as

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hereinabove provided, the holder hereof shall be entitled to receive from SkyTerra, at the expense of SkyTerra, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon:  “THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 8.3 HEREOF TERMINATED ON ______________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT.”

All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon.  Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from SkyTerra at SkyTerra’s expense, a new certificate representing such Common Stock not bearing the restrictive legend set forth in Section 8.3(a).

8.4Publicity.  Except to the extent required by applicable laws, rules, regulations, stock exchange requirements or other obligations set forth in securities agreements outstanding as of the date hereof, neither party shall, without the prior written consent of the other, make any public announcement or issue any press release with respect to the transactions and other matters contemplated by this Agreement.  The parties agree that the Issuers and SkyTerra may issue a press release announcing the consummation of the sale of the Notes and Warrants in the form to be mutually agreed upon by the parties.

8.5Use of Proceeds.  The Issuers covenant and agree, and the Purchasers acknowledge, that the proceeds from the sale of the Notes shall be used by the Issuers for working capital and general corporate purposes relating to the satellite network, including the payments of fees and expenses made in the ordinary course of business.

8.6Right of Negotiation/Pro-rata Participation Right.

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(a)If at any time prior to the earlier of (i) December 31, 2011, and (ii) such time that Purchasers and their Affiliates cease to collectively beneficially own at least five percent (5%) of the outstanding Common Stock, SkyTerra or any of its Subsidiaries proposes to issue any equity securities or options to purchase or rights to subscribe for any equity securities of SkyTerra or any of its Subsidiaries (other than Excluded Stock (as defined below)) (the “Offered Shares”) to any bona fide third party, SkyTerra or such Subsidiary shall first hold discussions with one representative for the Purchasers (the “Right of First Negotiation”) to determine whether a sale of all of the Offered Shares by SkyTerra (or any of its Subsidiaries) to any or all of the Purchasers is of interest to the Purchasers, and to determine whether agreement can be reached on terms reasonably satisfactory to the each of the parties.  Upon a good faith determination by SkyTerra that such an agreement cannot be reached or if an agreement is not reached within five Business Days of the commencement of the Right of First Negotiation, SkyTerra may pursue a transaction with a bona fide third party involving the Offered Shares; provided, however, that to the extent any such transaction is consummated, the Purchasers shall have the pro-rata participation right set forth in Section 8.6(b) below.  Any sale of Offered Shares pursuant to this Section 8.6(a) shall be made within sixty (60) days of the commencement of the Right of First Negotiation.  From and after the sixty-first (61^st) day after the commencement of the Right of First Negotiation, any sale of Offered Shares shall be subject to the provisions of Section 8.6(b).

(b)Following the completion or termination of the Right of First Negotiation, if SkyTerra or any of its Subsidiaries proposes to issue Offered Shares (other than Excluded Stock) to a bona fide third party, SkyTerra shall, no later than fifteen (15) days prior to the consummation of such transaction (a "Preemptive Rights Transaction"), give notice in writing (the "Preemptive Rights Offer Notice") to each Purchaser of such Preemptive Rights Transaction.  The Preemptive Rights Offer Notice shall describe the proposed Preemptive Rights Transaction, and contain an offer (the "Preemptive Rights Offer") to sell to the Purchasers, at the same price and for the same consideration to be paid by the proposed purchaser (provided, that, in the event any of such consideration is non-cash consideration, at the election of the Purchaser to whom the Preemptive Rights Offer is made, such Purchaser may pay cash equal to the value of such non-cash consideration, determined in the manner as Fair Value is determined in the Warrant), all or any part of such Purchaser's pro rata portion of the Offered Shares (which shall be a fraction of the Offered Shares determined by dividing the number of shares of outstanding Common Stock owned by such Purchaser by the sum of (i) the number of shares of outstanding Common Stock owned by such Purchaser and (ii) the number of outstanding shares of Common Stock not held by such Purchaser).  If any Purchaser to whom a Preemptive Rights Offer is made fails to accept (a "Non-Responding Holder") in writing the Preemptive Rights Offer by the tenth (10^th) day after SkyTerra's delivery of the Preemptive Rights Offer Notice, such Non-Responding Holders shall have no further rights with respect to the proposed Preemptive Rights Transaction. For purposes of this Section 8.6(b), the Purchaser's ownership of SkyTerra shall be deemed to include the number of shares Common Stock equal to the product of: (i) the number of shares of common stock of the TerreStar Corporation (“TerreStar Corporation”) owned by Purchasers divided by the total number of outstanding shares of the TerreStar Corporation outstanding on a fully-diluted basis; and (ii) the shares of Common Stock of SkyTerra held by TerreStar Corporation.  Additionally, notwithstanding the foregoing, no Purchaser shall be deemed to beneficially own another Purchaser's Common Stock.  Any sale of the Offered Shares pursuant to a Preemptive Rights Transaction shall be made within sixty (60) days of the delivery of the

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Preemptive Rights Offer Notice. From and after the sixty-first (61^st) day after the delivery of the Preemptive Rights Offer Notice, any sale of Offered Shares pursuant to this Section 8.6(b) shall be subject to a new Right of First Negotiation pursuant to Section 8.6(a). 

(c)"Excluded Stock" shall mean (i) options or similar convertible securities to employees, consultants, or directors, (ii) securities reserved for issuance to employees, directors, consultants or other service providers under arrangements, contracts or plans approved by the Board of Directors of SkyTerra, (iii) securities issued to any bank, licensor, equipment lessor or strategic partner, if and to the extent that the transaction in which such sale or grant is not principally for the purpose of raising equity capital, (iv) shares issued upon conversion of the Warrants, (v) securities upon exercise, exchange or conversion of convertible, exchangeable or exercisable securities issued as of the date hereof, (vi) securities issued in a Public Offering, (vii) securities issued in an acquisition transaction, (viii) shares of Common Stock in exchange for, or in connection with the termination of, outstanding options to purchase limited partnership interests of MSV, as described in the Registration Statement on Form S-4 (File No. 333-144093) filed with the Securities and Exchange Commission on June 27, 2007 (the “S-4 Registration Statement”) or any issuance of Common Stock in exchange for, or in connection with the termination of, limited partnership interests of MSV  or equity interests in the general partner of MSV (or any option or right to acquire such interests) outstanding on the date hereof, so long as such exchange or termination is based on the same exchange ratio referred to in the S-4 Registration Statement, or (ix) securities issued in connection with any stock split, stock dividends or recapitalization, in all cases where shareholders are treated equally and ratably.

(d)Notwithstanding anything to the contrary contained herein, prior to the issuance to the Purchasers of any securities pursuant to the Right of First Negotiation or a Preemptive Rights Offer or, in the event that securities to be issued are convertible or exchangeable for Voting Common Stock, the Voting Common Stock issuable upon exchange of such securities, the Purchasers or its permitted assigns on the one hand, and SkyTerra on the other hand, shall have satisfied any and all applicable legal or regulatory or shareholder approval requirements (including the requirements of any stock exchange or automatic quotation system on which the Common Stock is then listed, traded or quoted) for issuance and/or conversion, including compliance with the HSR Act and FCC requirements.  SkyTerra shall use its reasonable best efforts in cooperating with the Purchasers to obtain such legal or regulatory approvals to the extent its cooperation is necessary.  SkyTerra shall pay all necessary filing fees and reasonable out-of-pocket expenses to obtain such legal or regulatory approvals.

8.7Negative Covenants.  Prior to the earlier of (i) December 31, 2011, and (ii) such time that the Purchasers and their Affiliates cease to beneficially own at least 5% of the outstanding Common Stock, without the prior consent of the Purchasers;

(a)           MSV shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of related transactions, directly or indirectly, all or substantially all of its assets to any Person (as defined in the Existing High Yield Indenture) unless after immediately giving pro forma effect to such transaction, the Successor Person (as defined in the Existing High Yield Indenture) would have a Consolidated Leverage Ratio (as defined in the Existing High Yield indenture) at least 10% better than immediately prior to the transaction.

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(b)           MSV shall not make any Restricted Payment (as defined in the Existing High Yield Indenture) in violation of the Existing High Yield Indenture, except for purposes of Section 4.08(a)(3)(A) of the Existing High Yield Indenture, (i) 100% shall be replaced with 50%, and (ii) the deduction of 1.4 times the Consolidated Interest Expense (as defined in the Existing High Yield Indenture) shall be deleted.

9.Miscellaneous Provisions.

9.1Rights Cumulative.  Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which such parties may have at law or in equity in the event of the breach of any of the terms of this Agreement.  The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party.

9.2Pronouns.  All pronouns or any variation thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require.

9.3Notices.

(a)Any notices, reports or other correspondence (hereinafter collectively referred to as “correspondence”) required or permitted to be given hereunder shall be sent by postage prepaid first class mail (sent certified or registered), overnight courier or facsimile transmission, or delivered by hand to the party to whom such correspondence is required or permitted to be given hereunder. The date of giving any notice shall be the date of its actual receipt.

(b)All correspondence to the Issuers and SkyTerra shall be addressed as follows:

SkyTerra Communications, Inc.

10802 Parkridge Boulevard

Reston VA 20191

Facsimile No.:  703-390-2770

Attn:  Chief Financial Officer

with copies (which shall not constitute notice) to:

SkyTerra Communications, Inc.

10802 Parkridge Boulevard

Reston VA 20191

Facsimile No.:  703-390-6113

Attn:  General Counsel

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Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York  10036

Facsimile No.:  212-735-2000

Attn: Gregory Fernicola

(c)All correspondence to the Purchasers shall be addressed as follows:

Harbinger Capital Partners Funds

555 Madison Avenue, 16th Floor

New York, NY 10022

Attention: Jeffrey T. Kirshner, Esq.

Vice President and Investment Counsel

Facsimile No.:  (212) 508-3721

with a copy to

Harbert Management Corporation

One Riverchase Parkway South

Birmingham, Alabama 35244

Attention: General Counsel

Fax: (205) 987-5505

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

Bingham McCutchen, LLP

150 Federal Street

Boston, MA 02110

Facsimile: (617) 345-5047

Attn: Joseph J. Basile, Jr.

(d)Any party may change the address to which correspondence to it is to be addressed by notification as provided for herein.

9.4Captions.  The captions and paragraph headings of this Agreement are solely for the convenience of reference and shall not affect its interpretation.

9.5Severability.  Should any part or provision of this Agreement be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto.

9.6Governing Law; Exclusive Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  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

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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 HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.7Waiver.  No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

9.8Assignment.  The rights and obligations of any party hereto shall inure to the benefit of and shall be binding upon the authorized successors and permitted assigns of such party. None of  the Issuers, SkyTerra or the Purchasers may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other; provided, however, that the each of Purchasers may assign this Agreement in whole or in part to one or more Affiliates of the Purchasers, whether presently existing or hereinafter created by providing notice in writing to the Issuers and SkyTerra.

9.9Survival.  The respective representations and warranties given by the parties hereto shall survive the Closing Date and the consummation of the transactions contemplated herein and shall expire on the date that is eighteen (18) months after  the Closing Date (the “Survival Period”). Accordingly, no claim relating to any representation or warranty given by the parties hereto applicable to the Closing Date may be made following such expiration.  If a claim relating to any representation or warranty given by the parties hereto is made on or prior to the expiration thereof, then, notwithstanding anything to the contrary contained in this Section 9.9, such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as such claim has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of the parties or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.   The respective covenants and agreements agreed to by a party hereto shall survive the Closing Date and the consummation of the transactions contemplated herein in accordance with their respective terms and conditions.

9.10Entire Agreement.  This Agreement and the Transaction Documents constitute the entire agreement between the parties hereto respecting the subject matter hereof and supersede all prior agreements, negotiations, understandings, representations and statements respecting the subject matter hereof, whether written or oral, between the Issuers and the Purchasers.

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9.11Amendments.  Any amendment, supplement or modification of or to any provision of this Agreement and any waiver of any provisions of this Agreement shall be effective only if made or given in writing and signed by the Issuers and the Purchasers.

9.12No Third Party Rights.  This Agreement is intended solely for the benefit of the parties hereto and their respective successors and permitted assigns and is not intended to confer any benefits upon, or create any rights in favor of, any Person (including, without limitation, any stockholder or debt holder of the Issuers or SkyTerra) other than the parties hereto.

9.13Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. The parties hereto confirm that any facsimile copy of another party’s executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof.

9.14Expenses.  The Issuers shall pay all reasonable, documented fees and expenses in connection with the consummation of the transactions contemplated hereby, including the fees Bingham McCutchen LLP, outside counsel to the Purchasers.

[Signature pages follow.]

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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first written above.

MOBILE SATELLITE VENTURES LP
By:	/s/ Scott Macleod
	Name:	Scott Macleod
	Title:	Executive Vice President and Chief Financial Officer

MOBILE SATELLITE VENTURES FINANCE CO.
By:	/s/ Scott Macleod
	Name:	Scott Macleod
	Title:	Executive Vice President and Chief Financial Officer

SKYTERRA COMMUNICATIONS, INC.
By:	/s/ Scott Macleod
	Name:	Scott Macleod
	Title:	Executive Vice President and Chief Financial Officer

      

        Harbinger Securities Purchase Agreement Signature Page      

    

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C., as investment manager
By:	/s/ William R. Lucas, Jr.
	Name:	William R. Lucas, Jr.
	Title:	Executive Vice President

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, LP By: Harbinger Capital Partners Special Situations GP, LLC, as general partner
By:	/s/ William R. Lucas, Jr.
	Name:	William R. Lucas, Jr.
	Title:	Executive Vice President

      

        Harbinger Securities Purchase Agreement Signature Page      

    

LIST OF EXHIBITS

Exhibit A: Form of Warrant

Exhibit B: Form of Registration Rights Agreement

Exhibit C: Indenture Covenants

Exhibit A

Form of Warrant

Exhibit B

Form of Registration Rights Agreement

Exhibit C

Indenture Covenants

A.           AFFIRMATIVE COVENANTS

1.           Compliance With Laws.  The Indenture shall contain an affirmative covenant requiring the Issuer and each of its Subsidiaries to comply with all laws, rules or regulations applicable to each of them, subject to a Material Adverse Effect qualification and other reasonable and customary exceptions.

2.           Maintenance of Properties.  The Indenture shall contain an affirmative covenant requiring the Issuer and each of its Subsidiaries to maintain and keep their respective properties in good repair, working order and condition (other than ordinary wear and tear) so that the business of the Issuer and its Subsidiaries carried on in connection therewith may be properly conducted at all times, subject to a Material Adverse Effect qualification and other reasonable and customary exceptions.

B.           NEGATIVE COVENANTS

1.           Pro Rata Payment of Notes and Secured Notes from Asset Disposition Proceeds.  The Indenture shall contain a negative covenant on asset dispositions requiring that the Issuer offer to repurchase the Notes on a pro rata basis with the Issuer’s related required purchase offer to the holders of the Notes issued under (and as defined in the Existing High Yield Indenture) and all other Indebtedness existing now or in the future with a similar right; provided, however, that the Issuers shall not be required to make any such offer in violation of the Existing High Yield Indenture or any secured obligations permitted to be incurred by the Existing High Yield Indenture, including without limitation, an offer with the net cash proceeds from dispositions of the Collateral (as defined in the Existing High Yield Indenture) until all obligations under the Existing High Yield Indenture or such other secured obligations have been satisfied.

EX-99.1

EXHIBIT 99.1

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES AND REGULATIONS THEREUNDER AND THIS WARRANT.

Warrant No. [___]

WARRANT

TO PURCHASE [________] SHARES OF COMMON STOCK

(SUBJECT TO ADJUSTMENT) OF

SKYTERRA COMMUNICATIONS, INC.

THIS IS TO CERTIFY THAT ______________, or its registered assigns, is entitled, at any time prior to the Expiration Date (such term, and certain other capitalized terms used herein being hereinafter defined), to purchase from SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the "Company"), [________________] (________) shares of the Common Stock of the Company, (subject to adjustment as provided herein), at a purchase price of $10.00 per share (the initial "Exercise Price", subject to adjustment as provided herein).

1.   DEFINITIONS

As used in this Warrant, the following terms have the respective meanings set forth below:

"Affiliate" of any Person means any other Person (a) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with such Person.  The term "control" (including the terms "controlled by" and "under common control with") as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

"Agreed Rate" shall mean the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time, as Citibank, N.A.'s base rate.

"Appraised Value" per share of Common Stock as of a date specified herein shall mean the value of such a share as of such date as determined by an investment bank of nationally recognized standing selected by the Majority Warrant Holders and reasonably acceptable to the Company.  If the investment bank selected by the Majority Warrant Holders is not reasonably acceptable to the Company, and the Company and the Majority Warrant Holders cannot agree on a mutually acceptable investment bank, then the Company and the Majority Warrant Holders shall each choose one such investment bank and the respective chosen firms shall jointly select a third investment bank, which shall make the determination.  The Company shall pay the costs and fees of each such investment bank (including any such investment bank selected by the Majority Warrant Holders), and the decision of the investment bank making such determination of Appraised Value shall be final and binding on the Company and all affected holders of Warrants or Warrant Stock. Such Appraised Value shall be determined as a pro rata portion of the value of the Company taken as a whole, based on the higher of (A) the value derived from a hypothetical sale of the entire Company as a going concern by a willing seller to a willing buyer (neither acting under any compulsion) and (B) the liquidation value of the entire Company.  No discount shall be applied on account of (i) any Warrants or Warrant Stock representing a minority interest, (ii) any lack of liquidity of the Common Stock or the Warrants, (iii) the fact that the Warrants or Warrant Stock may constitute "restricted securities" for securities law purposes, (iv) the existence of any call option or (v) any other grounds.

"Book Value" per share of Common Stock as of a date specified herein shall mean the consolidated book value of the Company and its Subsidiaries as of such date divided by the number of shares of Common Stock Outstanding on such date.  Such book value shall be determined in accordance with GAAP, except that there shall be no reduction in such book value by reason of any amount that may be required either as an offset to or reserve against retained earnings or as a deduction from book value as a result of the issuance, existence, anticipated exercise of, or anticipated cost to the Company of the repurchase of, any of the Warrants.

"Business Day" shall mean any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York.

"Commission" shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws.

"Common Stock" shall mean the Voting Common Stock or the Non-Voting Common Stock of the Company, as constituted on the Original Issue Date, and any capital stock into which such Common Stock may thereafter be changed, and shall also include (i) capital stock of the Company of any other class (regardless of how denominated) issued to the holders of shares of any Common Stock upon any reclassification thereof which is also not preferred as to dividends or liquidation over any other class of stock of the Company and which is not subject to redemption and (ii) shares of common stock of any successor or acquiring corporation received by or distributed to the holders of Common Stock of the Company in the circumstances contemplated by Section 5 hereof.

"Company" means SkyTerra Communications, Inc., a Delaware corporation, and any successor corporation.

"Current Market Price" shall mean as of any specified date the average of the daily market price of one share of the Common Stock for the shorter of (x) the twenty (20) consecutive Business Days immediately preceding such date or (y) the period commencing on the Business Day next following the first public announcement by the Company of any event giving rise to an adjustment of the Exercise Price pursuant to Section 5 below and ending on such date.  The "daily market price" of one share of Common Stock for each such Business Day shall be:  (i) if the Common Stock is then listed on a national securities exchange, the last sale price of one share of Common Stock, regular way, on such day on the principal stock exchange or market system on which such Common Stock is then listed or admitted to trading, or, if no such sale takes place on such day, the average of the closing bid and asked prices for one share of Common Stock on such day as reported on such stock exchange or market system or (ii) if the Common Stock is not then listed or admitted to trading on any national securities exchange but is traded over-the-counter, the average of the closing bid and asked prices for one share of Common Stock as reported on the Electronic Bulletin Board or in the National Daily Quotation Sheets, as applicable.

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"Designated Office" shall have the meaning set forth in Section 11 hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

"Excluded Stock" shall have the meaning set forth in Section 4.5.

"Exercise Date" shall have the meaning set forth in Section 2.1 hereof.

"Exercise Notice" shall have the meaning set forth in Section 2.1 hereof.

"Exercise Price" shall mean, in respect of a share of Common Stock at any date herein specified, the initial Exercise Price set forth in the preamble of this Warrant as adjusted from time to time pursuant to Section 4 hereof.

"Expiration Date" shall mean January 4, 2018.

"Fair Value" per share of Common Stock as of any specified date shall mean (A) if the Common Stock is publicly traded on such date, the Current Market Price per share or (B) if the Common Stock is not publicly traded on such date, (1) the fair market value per share of Common Stock as determined in good faith by the Board of Directors of the Company and set forth in a written notice to each Holder or (2) if the Majority Warrant Holders object in writing to such price as determined by the Board of Directors within thirty (30) days after receiving notice of same, the Appraised Value per share as of such date.  For the avoidance of doubt and notwithstanding the foregoing, the Fair Value per share of Voting Common Stock and Non-Voting Common Stock shall, at all times, be deemed to be the same.  Fair Value with respect to property, services or other consideration shall be calculated in a similar manner.

"FCC" shall mean the Federal Communications Commission.

"FINRA" shall mean the Financial Industry Regulatory Authority, Inc. or any successor corporation thereto.

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"GAAP" shall mean generally accepted accounting principles in the United States of America, as from time to time in effect.

"Harbinger" shall mean Harbinger Capital Partners Master Fund I, Ltd. or Harbinger Capital Partners Special Situations Fund, LP or any of their respective Affiliates.

"Holder" shall mean (a) with respect to this Warrant, the Person in whose name the Warrant set forth herein is registered on the books of the Company maintained for such purpose and (b) with respect to any other Warrant or shares of Warrant Stock, the Person in whose name such Warrant or Warrant Stock is registered on the books of the Company maintained for such purpose.

"Lien" shall mean any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code of the State of New York or comparable law of any jurisdiction).

"Majority Warrant Holders", with respect to a given determination, shall mean the Holders of Warrants representing more than fifty percent (50%) of all then outstanding Warrants.

"MSVLP" shall have the meaning set forth in Section 4.5.

"Non-Voting Common Stock" shall mean the non-voting common stock, par value $0.01 per share, of the Company.

"Notes" shall mean the 16.50% Senior Unsecured Notes due 2013, issued on the date hereof.

"Opinion of Counsel" means a written opinion of outside counsel experienced in Securities Act matters chosen by the Holder of this Warrant or Warrant Stock issued upon the exercise hereof and reasonably acceptable to the Company.

"Original Issue Date" shall mean January 4, 2008.

"Original Warrants" shall mean the Warrants originally issued by the Company on January 4, 2008 to Harbinger.

"Outstanding" shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all issued shares of Common Stock, whether Voting Common Stock or Non-Voting Common Stock, as the case may be, except shares then owned or held by or for the account of the Company or any Subsidiary, and shall include all shares issuable in respect of outstanding scrip or any certificates representing fractional interests in shares of Common Stock.

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"Person" shall mean any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

"PIK Accrual" has the meaning set forth in the Securities Purchase Agreement.

"Restricted Common Stock" shall mean shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 8.2(a) hereof.

"Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

"Securities Purchase Agreement" shall mean the Securities Purchase Agreement, dated as of December 14, 2007, by and among the Company, Mobile Satellite Ventures LP, MSV Finance Co., Harbinger Capital Partners Masters Fund Co., Ltd. and Harbinger Capital Partners Special Situations Fund, LP.

"Share Withholding Option" has the meaning set forth in Section 2.1 hereof.

"Subsidiary" shall mean any corporation, association or other business entity (i) at least 50% of the outstanding voting securities of which are at the time owned or controlled directly or indirectly by the Company; or (ii) with respect to which the Company possesses, directly or indirectly, the power to direct or cause the direction of the affairs or management of such person.

"Transfer" shall mean any disposition of any Warrant or Warrant Stock or of any interest therein, which would constitute a "sale" thereof or a transfer of a beneficial interest therein within the meaning of the Securities Act.

"Voting Common Stock" shall mean the voting common stock, par value $0.01 per share, of the Company.

"Warrant Price" shall mean an amount equal to (i) the number of shares of Common Stock being purchased upon exercise of this Warrant pursuant to Section 2.1 hereof, multiplied by (ii) the Exercise Price as of the date of such exercise.

"Warrants" shall mean the Original Warrants and all warrants issued upon transfer, division or combination of, or in substitution for, such Original Warrants.  All Warrants shall at all times be identical as to terms and conditions, except as to the number of shares of Common Stock for which they may be exercised and their date of issuance.

"Warrant Stock" generally shall mean the shares of Common Stock issued, issuable or both (as the context may require) upon the exercise of Warrants.

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2.   EXERCISE OF WARRANT

2.1Manner of Exercise.

(a)From and after the Original Issue Date and until 5:00 P.M., New York time, on the Expiration Date, the Holder of this Warrant may, from time to time, exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder (as determined pursuant to Section 2.2 below).  In order to exercise this Warrant, in whole or in part, the Holder shall (i) deliver to the Company at its Designated Office a written notice of the Holder's election to exercise this Warrant (an "Exercise Notice"), which Exercise Notice shall be irrevocable and specify the number of shares of Non-Voting Common Stock and/or Voting Common Stock to be purchased, together with this Warrant and (ii) pay to the Company the Warrant Price (the date on which both such delivery and payment shall have first taken place being hereinafter sometimes referred to as the "Exercise Date").  Such Exercise Notice shall be in the form of the subscription form appearing at the end of this Warrant as Annex A, duly executed by the Holder or its duly authorized agent or attorney.  For the avoidance of doubt, subject to the other conditions set forth in Sections 2.1(b), 2.1(c) or elsewhere herein, the Holder may, at its sole discretion, exercise the Warrant for shares or Voting Common Stock, shares of Non-Voting Common Stock or any combination thereof.

(b)Upon receipt by the Company of such Exercise Notice, Warrant and payment, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereafter provided.  The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of the Holder or, subject to Section 8 below, such other name as shall be designated in the Exercise Notice.  This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the Exercise Date.  Notwithstanding the foregoing, in the event that the rules of any stock exchange or automatic quotation system on which the Company's Common Stock is then listed, traded or quoted requires shareholder approval prior to the issuance of any or all of the Warrant Stock (or the conversion of Non-Voting Common Stock into Voting Common Stock), the Company shall issue on the Exercise Date the maximum number of shares of Warrant Stock that can be issued without shareholder approval, without regard to any shares of Warrant Stock otherwise required to be issued in excess of such maximum number of shares of Warrant Stock.  The Company shall use its reasonable best efforts to obtain such shareholder approval as soon as reasonably possible, including, without limitation, filing all proxy statements or information statements, necessary or convenient to obtain such consent.

(c)Notwithstanding anything to the contrary contained herein, prior to the issuance of the Warrant Stock or, in the event that the Warrant Stock is Non-Voting Common Stock, the Voting Common Stock issuable upon exchange of such Warrant Stock, the Holder or its permitted assigns on the one hand, and the Company on the other hand, shall have satisfied any and all applicable legal or regulatory requirements for conversion, including compliance with the HSR Act and FCC requirements.  The Company shall use its reasonable best efforts in cooperating with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary.  The Company shall pay all necessary filing fees and reasonable out-of-pocket expenses to obtain such legal or regulatory approvals.

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(d)Payment of the Warrant Price shall be made at the option of the Holder by one or more of the following methods: (i) by delivery of a certified or official bank check in the amount of such Warrant Price payable to the order of the Company, (ii) by instructing the Company to withhold a number of shares of Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair Value equal to such Warrant Price (the "Share Withholding Option"), (iii) by surrendering to the Company Notes previously acquired by the Holder with an aggregate fair market value equal to such Warrant Price; it being understood that the fair market value of the Note shall be its accreted value, inclusive of any PIK Accrual or (iv) by surrendering to the Company shares of Common Stock previously acquired by the Holder with an aggregate Fair Value equal to such Warrant Price.  In the event of any withholding of Warrant Stock or surrender of Notes Common Stock pursuant to clause (ii) (iii) or (iv) above where the number of shares whose Fair Value (as measured on the Exercise Date) is equal to the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount determined in accordance with Section 2.3 hereof.  Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares of Common Stock in the name of any Person who acquired this Warrant (or part hereof) or any shares of Warrant Stock otherwise than in accordance with this Warrant.

(e)If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing the shares of Common Stock being issued, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant.  Such new Warrant shall in all other respects be identical to this Warrant.

(f)All Warrants delivered for exercise shall be canceled by the Company.

2.2Payment of Taxes.  All shares of Warrant Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all Liens (other than any created by actions of the Holder). The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof, unless such tax or charge is imposed by law upon the Holder. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any Transfer involved in the issue and delivery of shares of Warrant Stock issuable upon exercise of this Warrant in a name other than that of the holder of the Warrants to be exercised, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to reimburse the Holder or any other Person for any income, withholding, franchise, or similar taxes or governmental charges (whether collected by withholding or otherwise and whether imposed on the gross amount of any payment or otherwise) paid by the Company or imposed on the Holder with respect to the exercise or issuance of the Warrant or issuance of any Warrant Stock or on or with respect to any payments made on or with respect to the Warrant or Warrant Stock.

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2.3Fractional Shares.  The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant.  As to any fraction of a share that the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount in cash equal to such fraction multiplied by the Fair Value of one share of Common Stock on the Exercise Date.

3.   TRANSFER, DIVISION AND COMBINATION

3.1Transfer.  Subject to compliance with Section 8 hereof, each transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the Designated Office, together with a written assignment of this Warrant in the form of Annex B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes described in Section 2.2 in connection with the making of such transfer.  Upon such surrender and delivery and, if required, such payment, the Company shall, subject to Section 8, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned and this Warrant shall promptly be cancelled.  A Warrant, if properly assigned in compliance with Section 8, may be exercised by the new Holder for the purchase of shares of Common Stock without having a new Warrant issued.

3.2Division and Combination.  Subject to compliance with the applicable provisions of this Warrant including, without limitation, Section 8, this Warrant may be divided or combined with other Warrants upon presentation hereof at the Designated Office, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with the applicable provisions of this Warrant as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

3.3Expenses.  The Company shall prepare, issue and deliver at its own expense any new Warrant or Warrants required to be issued under this Section 3 (other than pursuant to Section 2.2 and 3.1 hereof).

3.4Maintenance of Books.  The Company agrees to maintain, at the Designated Office, books for the registration and transfer of the Warrants.

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4.   ANTIDILUTION PROVISIONS

The Exercise Price shall be subject to adjustment from time to time as follows:

4.1Upon Stock Dividends, Subdivisions or Splits.  If, at any time after the Original Issuance Date, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date for the determination of holders of Common Stock entitled to receive such stock dividend, or to be affected by such subdivision or split-up, the Exercise Price shall be decreased by multiplying the Exercise Price by a fraction, the numerator of which is the number of shares of Common Stock Outstanding immediately prior to such increase and the denominator of which is the number of shares of Common Stock Outstanding immediately after such increase in Outstanding shares.

4.2Upon Combinations or Reverse Stock Splits.  If, at any time after the Original Issuance Date, the number of shares of Common Stock Outstanding is decreased by a combination or reverse stock split of the Outstanding shares of Common Stock into a smaller number of shares of Common Stock, then, following the record date to determine shares affected by such combination or reverse stock split, the Exercise Price shall be increased by multiplying the Exercise Price by a fraction, the numerator of which is the number of shares of Common Stock Outstanding immediately prior to such decrease and the denominator of which is the number of shares of Common Stock Outstanding immediately after such decrease in Outstanding shares.

4.3Upon Reclassifications, Reorganizations, Consolidations or Mergers.  In the event of any capital reorganization of the Company, any reclassification of the stock of the Company (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 stock dividend or subdivision, split up or combination of shares), or any consolidation or merger of the Company with or into another Person (where the Company is not the surviving Person or where there is a change in or distribution with respect to the Common Stock), each Warrant shall after such reorganization, reclassification, consolidation, or merger be exercisable for the kind and number of shares of stock or other securities or property of the Company or of the successor Person resulting from such consolidation or surviving such merger, if any, to which the holder of the number of shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon exercise of such Warrant would have been entitled upon such reorganization, reclassification, consolidation or merger.  The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers.  The Company shall not effect any such reorganization, reclassification, consolidation or merger unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation or merger, shall assume, by written instrument, the obligation to deliver to the Holders of the Warrant such shares of stock, securities or assets, which, in accordance with the foregoing provisions, such Holders shall be entitled to receive upon such conversion.

4.4Upon Issuance of Common Stock.  If the Company shall, at any time or from time to time after the Original Issuance Date, issue any shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities (other than Excluded Stock) for consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Common Stock or securities, then the Exercise Price shall be lowered to a price equal to the price obtained by multiplying:

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(a)the Exercise Price in effect immediately prior to the issuance of such Common Stock, options, rights or securities by

(b)a fraction of which (x) the numerator shall be the sum of (i) the number of shares of Common Stock Outstanding on a fully-diluted basis immediately prior to such issuance, and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at the Exercise Price in effect immediately prior to such issuance, and (y) the denominator shall be the number of shares of Common Stock Outstanding on a fully-diluted basis immediately after such issuance.

For purposes of this Section 4, (x) “fully diluted basis” shall be determined in accordance with the treasury stock method of computing fully diluted earnings per share in accordance with GAAP.  Additionally, for the purposes of any adjustment of the Exercise Price pursuant to Section 4.4, the following provisions shall be applicable:

(i)In the case of the issuance of Common Stock for cash in a public offering or private placement, the consideration shall be deemed to be the amount of cash paid therefor before deducting therefrom any discounts, commissions or placement fees payable by the Company to any underwriter or placement agent in connection with the issuance and sale thereof.

(ii)In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Value thereof.

(iii)In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock (including convertible preferred stock), or options to purchase or rights to subscribe for such convertible or exchangeable securities (except for options to acquire Excluded Stock):

(A)   the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner

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provided in subparagraphs (i) and (ii) above), if any, received by the Company upon the issuance of such options or rights plus the additional consideration, if any, to be received by the Company upon the exercise of such options or rights (the consideration in each case to be determined in the manner provided in paragraphs (i) and (ii) above);

(B)   the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities (including convertible preferred stock) or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities, options, or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in paragraphs (i) and (ii) above);

(C)   on any change in the number of shares or exercise price of Common Stock deliverable upon exercise of any such options or rights or conversions of or exchanges for such securities, other than a change resulting from the anti-dilution provisions thereof, the Exercise Price shall forthwith be readjusted to such Exercise Price as would have been obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change or options or rights related to such securities not converted prior to such change been made upon the basis of such change;

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(D)   upon the expiration of any options to purchase or rights to subscribe for Common Stock which shall not have been exercised, the Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if the only additional shares of Common Stock issued were the shares of Common Stock, if any actually issued upon the exercise of such options to purchase or rights to subscribe for Common Stock, and the consideration received therefor was the consideration actually received by the Company for the issue of the options to purchase or rights to subscribe for Common Stock that were exercised, plus the consideration actually received by the Company upon such exercise; and

(E)   no further adjustment of the Exercise Price adjusted upon the issuance of any such options, rights, convertible securities or exchangeable securities shall be made as a result of the actual issuance of Common Stock on the exercise of any such rights or options or any conversion or exchange of any such securities.

4.5Exceptions.  Sections 4.2 – 4.4 shall not apply to (i) any issuance of Common Stock upon exercise of any warrants or options outstanding on the Original Issuance Date; (ii) securities issued pursuant to a strategic acquisition by the Company approved by the Board of Directors of any product, technology, know-how or business by merger, asset purchase, stock purchase or any other reorganization; provided, the Company is the surviving corporation after such transaction and where the aggregate Fair Value of the issuances pursuant to this clause does not exceed $100,000,000 from the date of the initial issuance of the Warrant (January 4, 2008); (iii) securities issued in connection with any stock split, subdivision or stock dividend in respect of which the adjustment provided for in Section 4.1 applies; (iv) securities issued to employees or directors of the Company pursuant to an employee stock option plan or stock incentive plan approved by the Board of Directors (whether or not existing on the date hereof); (v) securities issued to a strategic partner as an equity incentive, if approved by the Board of Directors, where the primary purpose is not a financing and where the aggregate Fair Value of the issuances pursuant to this clause does not exceed $50,000,000 from the date of the initial issuance of the Warrant (January 4, 2008)or (vi) any issuance of Common Stock in exchange for, or in connection with the termination of, outstanding options to purchase limited partnership interests of Mobile Satellite Ventures LP ("MSVLP"), as described in the Registration Statement on Form S-4 (File No. 333-144093) filed with the Securities and Exchange Commission on June 27, 2007 (the "S-4 Registration Statement") or any issuance of Common Stock in exchange for, or in connection with the termination of, limited partnership interests of MSVLP or equity interests in the general partner of MSVLP (or any option or right to acquire such interests) outstanding on the date hereof, so long as such exchange or termination is based on the same exchange ratio referred to in the S-4 Registration Statement (collectively, the "Excluded Stock").

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5.   NO IMPAIRMENT; REGULATORY COMPLIANCE AND COOPERATION; NOTICE OF EXPIRATION

(a)The Company shall not by any action, including, without limitation, amending its charter documents or through any reorganization, reclassification, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other similar voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder against impairment.  Without limiting the generality of the foregoing, the Company shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, free and clear of all Liens, and shall use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

(b)The Company shall deliver to each Holder of Warrants after the 60^th day but before the 30^th day prior to the Expiration Date, advance notice of such Expiration Date.  If the Company fails to fulfill in a timely manner the notice obligation set forth in the prior sentence, it shall provide such notice as soon as possible thereafter.

6.   RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY

From and after the Original Issue Date, the Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants such number of its authorized but unissued shares of Non-Voting Common Stock and Voting Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants.  All shares of Common Stock issuable pursuant to the terms hereof, when issued upon exercise of this Warrant with payment therefor in accordance with the terms hereof, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear of all Liens.  Before taking any action that would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction over such action.  Subject to the provisos in Section 2.1(b) and (c) herein, if any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

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7.   NOTICE OF CORPORATE ACTIONS; TAKING OF RECORD; TRANSFER BOOKS

7.1Notices of Corporate Actions.

In case:

(a)the Company shall take an action or an event shall occur, that would require an Exercise Price adjustment pursuant to Section 4; or

(b)the Company shall grant to the holders of its Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class; or

(c)of any reclassification of the Common Stock (other than a subdivision or combination of the Outstanding shares of Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(d)of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(e)the Company or any Subsidiary shall commence a tender offer for all or a portion of the Outstanding shares of Common Stock (or shall amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor);

then the Company shall cause to be filed at each office or agency maintained for such purpose, and shall cause to be mailed to all holders at their last addresses as they shall appear in the stock register, at least 10 days prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record who will be entitled to such dividend, distribution, rights or warrants are to be determined, (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of the amendment thereto). Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Exercise Price and the number and kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon exercise of the Warrants. Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 7.1.

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7.2Taking of Record.  In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of any Section hereof refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day.

7.3Closing of Transfer Books.  The Company shall not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

8.   TRANSFER RESTRICTIONS

The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 8.

8.1Restrictions on Transfers.  Neither this Warrant nor any shares of Restricted Common Stock issued upon the exercise hereof shall be transferred, sold, assigned, exchanged, mortgaged, pledged, hypothecated, or otherwise disposed of or encumbered without compliance with the provisions of, and are otherwise restricted by the provisions of, the Securities Act, the rules and regulations thereunder and this Warrant.  Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon any such Transfer, other than in a public offering pursuant to an effective registration statement, shall bear the restrictive legend set forth in Section 8.2(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 8.2(b), unless the Holder delivers to the Company an Opinion of Counsel to the effect that such legend is not required for the purposes of compliance with the Securities Act.  Holders of the Warrants or the Restricted Common Stock, as the case may be, shall not be entitled to Transfer such Warrants or such Restricted Common Stock except in accordance with this Section 8.1.

8.2Restrictive Legends.

(a)Except as otherwise provided in this Section 8, each certificate for Warrant Stock initially issued upon the exercise of this Warrant, each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with two legends in substantially the following forms:  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGE, MORTGAGE, PLEDGED, HYPOTHECATED OF OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT AND THE RULES AND REGULATIONS THEREUNDER."  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET FORTH IN A CERTAIN WARRANT DATED JANUARY 4, 2008, ORIGINALLY ISSUED BY SKYTERRA COMMUNICATIONS, INC. (THE "WARRANT") PURSUANT TO THE EXERCISE OF WHICH SUCH SHARES WERE ISSUED.  A COPY OF THE WARRANT IS AVAILABLE AT THE EXECUTIVE OFFICES OF SKYTERRA COMMUNICATIONS, INC."

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(b)Except as otherwise provided in this Section 8, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form:  "NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OF OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES AND REGULATIONS THEREUNDER AND THIS WARRANT."

8.3Termination of Securities Law Restrictions.  Notwithstanding the  foregoing provisions of this Section 8, the restrictions imposed by 8.1 upon the transferability of the Warrants and the Restricted Common Stock and the legend requirements of Section 8.2 shall terminate as to any particular Warrant or shares of Restricted Common Stock when the Company shall have received from the Holder thereof an Opinion of Counsel to the effect that such legend is not required in order to ensure compliance with the Securities Act.  Whenever the restrictions imposed by Sections 8.1 and 8.2 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon:  "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTIONS 8.1 and 8.2 HEREOF TERMINATED ON ______________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon.  Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legend set forth in Section 8.2(a).

9.   LOSS OR MUTILATION

Upon receipt by the Company from any Holder of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Warrant and an indemnity reasonably satisfactory to it (it being understood that the written indemnification agreement of or affidavit of loss of the Holder, shall be a sufficient indemnity) and, in case of mutilation, upon surrender and cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant of like tenor to such Holder; provided, however, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

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10.   OFFICE OF THE COMPANY

As long as any of the Warrants remain outstanding, the Company shall maintain an office or agency, which may be the principal executive offices of the Company (the "Designated Office"), where the Warrants may be presented for exercise, registration of transfer, division or combination as provided in this Warrant.  Such Designated Office shall initially be the office of the Company at 10802 Parkridge Boulevard, Reston, Virginia 20191.  The Company may from time to time change the Designated Office to another office of the Company or its agent within the United States by notice given to all registered Holders at least ten (10) Business Days prior to the effective date of such change.

11.   MISCELLANEOUS

11.1Nonwaiver.  No course of dealing or any delay or failure to exercise any right hereunder on the part of the Company or the Holder shall operate as a waiver of such right or otherwise prejudice the rights, powers or remedies of such Person.

11.2Notice Generally.  Any notice, demand, request, consent, approval, declaration, delivery or communication hereunder to be made pursuant to the provisions of this Warrant shall be sufficiently given or made if in writing and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(a)if to any Holder of this Warrant or of Warrant Stock issued upon the exercise hereof, at its last known address appearing on the books of the Company maintained for such purpose;

(b)if to the Company, at the Designated Office;

or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice.  Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, or three (3) Business Days after the same shall have been deposited in the United States mail, or one (1) Business Day after the same shall have been sent by Federal Express or another recognized overnight courier service.

11.3Indemnification.  If the Company fails to make, when due, any payments provided for in this Warrant, the Company shall pay to the Holder hereof (a) interest at the Agreed Rate on any amounts due and owing to such Holder and (b) such further amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees and expenses incurred by such Holder in collecting any amounts due hereunder.  The Company shall indemnify, save and hold harmless the Holder hereof and the Holders of any Warrant Stock issued upon the exercise hereof from and against any and all liability, loss, cost, damage, reasonable attorneys' and accountants' fees and expenses, court costs and all other out of-pocket expenses incurred in connection with or arising from any default hereunder by the Company. This indemnification provision shall be in addition to the rights of such Holder or Holders to bring an action against the Company for breach of contract based on such default hereunder.

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11.4Limitation of Liability.  No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder to pay the Exercise Price for any Warrant Stock other than pursuant to an exercise of this Warrant or any liability as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

11.5Remedies.  Each Holder of Warrants and/or Warrant Stock, in addition to being entitled to exercise its rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights provided under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees, in an action for specific performance, to waive the defense that a remedy at law would be adequate.

11.6Successors and Assigns.  Subject to the provisions of Sections 3.1 and 8.1, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the permitted successors and assigns of the Holder hereof.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and to the extent applicable, all Holders of shares of Warrant Stock issued upon the exercise hereof (including transferees), and shall be enforceable by any such Holder.

11.7Amendment.  This Warrant and all other Warrants may be modified or amended or the provisions hereof waived with the written consent of the Company and the Majority Warrant Holders, provided that no such Warrant may be modified or amended to reduce the number of shares of Common Stock for which such Warrant is exercisable or to increase the price at which such shares may be purchased upon exercise of such Warrant (before giving effect to any adjustment as provided therein) without the written consent of the Holder thereof.

11.8Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant.

11.9Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

11.10GOVERNING LAW; JURISDICTION.  IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS WARRANT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.  THE COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, SHALL HAVE, EXCEPT AS SET FORTH BELOW, EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY AND THE HOLDER OF THIS WARRANT PERTAINING TO THIS WARRANT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, PROVIDED, THAT IT IS ACKNOWLEDGED THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its corporate seal to be impressed hereon and attested by its Secretary or an Assistant Secretary.

SKYTERRA COMMUNICATIONS, INC.

By:    __________________________               

            Name: Scott Macleod

            Title:   Executive Vice President, Chief

Financial Officer and Treasurer

[SEAL]

Attest:

By:  _____________________________

       Name: Robert C. Lewis

       Title: Senior Vice President, General

       Counsel and Secretary

ANNEX A

SUBSCRIPTION FORM

[To be executed only upon exercise of Warrant]

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of ______ shares of Voting Common Stock and ________ shares of Non-Voting Common Stock of SkyTerra Communications, Inc. and herewith makes payment therefor in __________, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of such Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to _________________ whose address is _______________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned.

Method of Payment of Exercise Price:

______________________________

_______________________________

             (Name of Registered Owner)

_______________________________

             (Signature of Registered Owner)

_______________________________

        (Street Address)

_______________________________

        (City) (State) (Zip Code)

NOTICE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.

ANNEX B

ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the assignee named below all of the rights of the under signed under this Warrant, with respect to the number of shares of Common Stock set forth below:

Name and Address of Assignee No. of Shares of Common Stock

and does hereby irrevocably constitute and appoint ________ _____________ attorney-in-fact to register such transfer onto the books of SkyTerra Communications, Inc. maintained for the purpose, with full power of substitution in the premises.

Dated:	Print Name:
Signature:
	Witness:

NOTICE: The signature on this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.

EX-99.2

Exhibit 99.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January •, 2008 is by and among Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands fund, ("Harbinger Master Fund"); Harbinger Capital Special Situations Fund, LP, a limited partnership organized and existing under the laws of Delaware ("Harbinger Special Situations Fund"); and SkyTerra Communications, Inc., a Delaware corporation ("SkyTerra").  Certain capitalized terms used herein are defined in Section 6 below.

RECITALS:

WHEREAS, pursuant to the Securities Purchase Agreement by and among SkyTerra and the Holders, dated as of December 14 , 2007 (the "Securities Purchase Agreement"), SkyTerra will issue a warrant (the "Warrants") to purchase 7.5% of the issued and outstanding Common Stock on a fully diluted basis (utilizing the treasury method) on January 3, 2008 (the "Warrant Shares") of its Non-Voting Common Stock, par value $0.01 per share (the "Non-Voting Common Stock") or Voting Common Stock, par value $0.01 per share (the "Voting Common Stock" and together with the Non-Voting Common Stock, the "Common Stock") or any combination thereof to the Holders;

WHEREAS, pursuant to the terms the Securities Purchase Agreement, the Holders may exchange the Warrant Shares that are Non-Voting Common Stock on a one-for-one basis for shares of SkyTerra's Voting Common Stock upon the satisfaction of certain conditions, as more fully set forth in the Warrant; and

WHEREAS, in order to induce the Holders to consummate the transactions under the Securities Purchase Agreement and the Warrant, SkyTerra has agreed to provide certain registration rights to the Holders on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the receipt and sufficiency of which is hereby acknowledged the parties hereto hereby agree as follows:

Section 1.REGISTRATION UNDER THE SECURITIES ACT.

1.1Registration.

(a)SkyTerra shall use reasonable best efforts to file with the Securities and Exchange Commission (the "SEC") promptly after the receipt of a written request from the Holders of a majority of the Registrable Securities (the "Registration Request"), a registration statement covering the resale of the Registrable Securities held by the Holders for offerings to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the "Shelf Registration Statement") for the purpose of registering such Registrable Securities under the Securities Act for resale by the Holders.  SkyTerra will cause the Shelf Registration Statement to comply with the applicable provisions of the Securities Act and the rules and regulations thereunder.  SkyTerra shall use reasonable best efforts to have the Shelf Registration

Statement declared effective by the SEC under the Securities Act, as soon as reasonably practicable following the filing of the Shelf Registration Statement.

(b)Upon notice to the Holders, SkyTerra may postpone filing or effecting the Shelf Registration Statement for a reasonable time, but not exceeding seventy-five (75) days from the receipt of such notice, if (i) SkyTerra's Board of Directors (the "Board") shall determine that effecting the registration would adversely affect an offering of securities of SkyTerra the preparation of which had then been commenced, or (ii) SkyTerra is in possession of material non-public information the disclosure of which would not be in the best interest of SkyTerra.  If SkyTerra postpones the filing of the Shelf Registration Statement, it will promptly notify the Holders in writing when the events or circumstances permitting such postponement have ended and will file the Shelf Registration Statement within ten (10) Business Days after the events or circumstances permitting such postponement have ended, unless financial statements required for such Shelf Registration Statement are not then available, then as soon as reasonably practicable thereafter.  Nothing herein shall prevent SkyTerra from including SkyTerra securities held by other holders in the Shelf Registration Statement.

(c)SkyTerra shall use reasonable best efforts to keep the Shelf Registration Statement effective under the Securities Act (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 Registrable Securities registered thereunder; or (ii) such time as the Registrable Securities may be resold without volume limitation pursuant to Rule 144 under the Securities Act; or (ii) have been sold pursuant to Rule 144 under the Securities Act.

(d)Holders of a majority of the outstanding Registrable Securities shall be entitled to request an aggregate of two (2) underwritten takedowns to the Shelf Registration Statement whereby Registrable Securities are sold to one or more underwriters (as defined in Section 2(a)(ii) of the Securities Act) for resale to the public.  SkyTerra shall not be obligated to effectuate more than one (1) underwritten takedown in and six (6) month period.  The managing underwriters of any such offering shall be reasonably acceptable to SkyTerra.  Additionally, SkyTerra shall have the right to delay any underwritten takedown for the time periods and for the reasons set forth in Section 1.1(b) above.

(e)SkyTerra represents and warrants that it currently meets the registrant eligibility and transaction requirements for the use of Form S-3 (for primary and secondary offerings) for the registration of the sale of the Warrant Shares by the Holders.  SkyTerra agrees to use reasonable best efforts to cause SkyTerra to be eligible to use Form S-3 (or any similar form) for the registration of securities.

1.2Registration Procedures.  Subject to the terms and conditions hereof, SkyTerra shall use reasonable best efforts to effect the registration and the disposition of the Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto SkyTerra shall:

(a)subject to the delay period referenced in Section 1.1(b) above, not later than one hundred and twenty (120) days after receipt of a Registration Notice, prepare and file with the SEC the Shelf Registration Statement (and any amendments, including any post-

effective amendments or supplements to the Shelf Registration Statement SkyTerra deems to be necessary) and use reasonable best efforts to cause the Shelf Registration Statement to become effective as promptly as reasonably possible and to comply with the provisions of the Securities Act applicable to it; provided, that before filing the Shelf Registration Statement or Prospectus or any amendments or supplements thereto (other than filings made pursuant to the Exchange Act or exhibits to such registration statements), SkyTerra shall furnish to one counsel for both of the Holders copies of all such documents proposed to be filed, including documents incorporated by reference in the Shelf Registration Statement, so as to provide the Holders and their counsel a reasonable opportunity to review and comment on such documents, and SkyTerra (i) will make such changes and additions thereto as reasonably requested by counsel to the Holders prior to filing the Shelf Registration Statement or amendment thereto or any Prospectus or any supplement thereto and (ii) if either of the Holders is a controlling person of SkyTerra, will include therein material relating to such Holder or the plan of distribution for the Registrable Securities registered thereunder, furnished to SkyTerra in writing, which, in the reasonable judgment of the applicable Holder, should be included;

(b)promptly furnish to the Holders such number of copies of the Shelf Registration Statement, each amendment and supplement thereto, the Prospectus and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities registered thereunder; provided, however, that SkyTerra 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 SkyTerra;

(c)prepare and file with the SEC as soon as reasonably possible, such amendments and supplements to the Shelf Registration Statement and the Prospectus as may be necessary or advisable to keep the Shelf Registration Statement effective for the time period as specified in Section 1.1 in order to complete the disposition of the Registrable Securities covered by the Shelf Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement during such period in accordance with the intended methods of disposition thereof as set forth in the Shelf Registration Statement;

(d)use reasonable best efforts to register or qualify the Registrable Securities no later than the time the applicable Registration Statement becomes effective, under all applicable 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 Registrable Securities (in accordance with the intended methods of disposition thereof as set forth in the Shelf Registration Statement) in such jurisdictions; provided that SkyTerra 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)promptly notify the Holders, (i) when a Prospectus relating thereto is required to be delivered under the Securities Act, (ii) when the Shelf Registration Statement or any post-effective amendment has become effective under the Securities Act, (iii) of any written request by the SEC for amendments or supplements to the Shelf Registration Statement or

Prospectus, (iv) of the happening of any event as a result of which the Prospectus 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 Registrable Securities registered thereunder), and, subject to 1.3(c), SkyTerra shall promptly prepare a supplement or amendment to such Prospectus so that, as thereafter used by the Holders for the resale of the Registrable Securities, 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 (v) of the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any of the Registrable Securities included in the Shelf Registration Statement for sale or distribution in any jurisdiction;

(f)in the event of the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in the Shelf Registration Statement for sale or distribution in any jurisdiction, SkyTerra shall use reasonable best efforts to promptly 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 the Registrable Securities not later than the effective date of the Shelf Registration Statement;

(h)use reasonable best efforts to cause the Registrable Securities covered by the Shelf 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 Registrable Securities covered by the Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement during such period in accordance with the intended methods of disposition by the Holders thereof set forth in the Shelf Registration Statement;

(i)make available for inspection by the Holders and any attorney, accountant or other agent retained by the Holders, all financial and other records, pertinent corporate documents and properties of SkyTerra, and cause SkyTerra's officers, managers, employees and independent accountants to supply all information reasonably requested by the Holders and such attorneys, accountants or agents in connection with the disposition of the Registrable Securities pursuant to the Shelf Registration Statement;

(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; and

(k)reasonably cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (but not prior to such sale).

1.3Other Procedural Matters.

(a)SEC Correspondence.  SkyTerra shall make available to the Holders promptly after the same is prepared and publicly distributed, filed with the SEC, or received by SkyTerra, one copy of the Shelf Registration Statement and any amendment thereto, each preliminary Prospectus and each amendment or supplement thereto (other than filings made pursuant to the Exchange Act or exhibits to such registration statements), each letter written by or on behalf of SkyTerra 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 Shelf Registration Statement.  SkyTerra will promptly respond to any and all comments received from the SEC, with a view towards causing the Shelf Registration Statement or any amendment thereto to be declared effective by the SEC as soon as reasonably practicable and shall file an acceleration request as soon as reasonably practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that the Shelf Registration Statement or any amendment thereto will not be subject to review.

(b)Each Holder shall furnish SkyTerra with any other information regarding such Holder and the disposition of the Registrable Securities, including without limitation the plan of distribution of the Registrable Securities, as SkyTerra reasonably determines, is required to be included in the Shelf Registration Statement.

(c)Each of the Holders agrees that, upon notice from SkyTerra of the happening of any event as a result of which the Prospectus included in the Shelf 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"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until the Holder is advised in writing by SkyTerra that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 1.2 hereof; provided, however, that such postponement of sales of Registrable Securities 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.  Each Holder agrees to keep confidential the existence of any Suspension Notice and, if disclosed to the Holders, the facts and circumstances giving rise thereto.  If SkyTerra shall give the Holders any Suspension Notice, SkyTerra shall extend the period of time during which SkyTerra is required to maintain the Shelf 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 are advised by SkyTerra that the use of the Prospectus may be resumed.  In any event, SkyTerra shall not be entitled to deliver more than a total of two (2) Suspension Notices in any 12 month period.

(d)Neither SkyTerra nor the Holders shall permit any officer, manager, broker or any other person acting on behalf of SkyTerra to use any free writing Prospectus (as defined in Rule 405 under the Securities Act) in connection with the Shelf Registration Statement filed pursuant to this Agreement without the prior written consent of SkyTerra and the Holders.

1.4Expenses.

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

(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 any broker or dealer discounts or commissions attributable to the disposition of Registrable Securities shall be borne solely by the Holders.

Section 2.LOCKUP AGREEMENT.

2.1For so long as any Holder beneficially owns at least five percent (5%) of the outstanding equity of SkyTerra, each such Holder hereby agrees to not effect any public sale or distribution (including any sales pursuant to Rule 144) of equity securities of SkyTerra, 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 underwritten registered public offering (or the filing of a Prospectus supplement to any effective shelf registration statement) of equity securities of SkyTerra or securities convertible or exchangeable into or exercisable for equity securities of SkyTerra (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise consent in writing, and the Holders will deliver an undertaking to the managing underwriters (if requested) consistent with this covenant.  The Holders shall not be obligated to comply with the provisions of this Section 2.1 more than two times in any 12-month period.

Section 3.INDEMNIFICATION.

3.1Indemnification by SkyTerra.  SkyTerra agrees to indemnify, to the extent permitted by law, each of the Holders, their respective 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 (including reasonable attorney's fees and expenses) arising out of, or based on (i) any untrue or alleged untrue statement of material fact contained or incorporated by reference in the Shelf Registration Statement or any Prospectus forming a part of the Shelf Registration Statement or any "issuer free writing prospectus" (as defined in Securities Act Rule 433), or any amendment thereof or supplement thereto; (ii) 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 (iii) any violation or alleged violation by SkyTerra of the Securities Act, the Exchange Act or applicable "blue sky" laws, except insofar as the same are made in reliance and in conformity with any information furnished in writing to SkyTerra by the Holders expressly for use therein or by the failure of the Holders to deliver a copy of such registration statement or Prospectus or any amendments or supplements thereto as required by law after SkyTerra has furnished the Holders with a sufficient number of copies of the same.

3.2Indemnification by the Holder.  In connection with the Shelf Registration Statement in which any Holder is participating, the Holder shall furnish to SkyTerra in writing such information as SkyTerra reasonably requests for use in connection with any such

Shelf Registration Statement or Prospectus and, to the extent permitted by law, the Holder shall indemnify SkyTerra, its directors, officers, employees and Affiliates, and each Person who controls SkyTerra (within the meaning of the Securities Act), against any losses, claims, damages, liabilities, and expenses (including reasonable attorneys fees) arising out of or based on (i) any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, the Prospectus or preliminary Prospectus forming a part of the Shelf Registration Statement or any amendment thereof or supplement thereto or (ii) 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; provided always, that such indemnification obligations arise only to the extent that any information so furnished in writing by the Holder contains such untrue statement or omits a material fact required to be stated therein necessary to make the statements therein not misleading; and provided, further, however, that the obligation of the Holder to indemnify SkyTerra hereunder shall be limited to the net proceeds to the Holder from the sale of the Holder's Registrable Securities pursuant to the Shelf Registration Statement.

3.3Indemnification 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 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 or delayed).  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.

3.4Investigation; 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 the Registrable 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 the Holders for contribution pursuant to this Section 3.4 be greater than the amount for which the Holders would have been liable pursuant to Section 3.2 had indemnification been available and enforceable.

Section 4.RULE 144 TRANSACTIONS.

4.1Undertaking to File Reports and Cooperate in Rule 144 Transactions. SkyTerra shall use reasonable best 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 for so long as such disclosure is required to allow sales of Registrable Securities pursuant to Rule 144 under the Securities Act; provided, however, that the foregoing shall not be construed to require SkyTerra to prepare and file periodic reports if it is not required to do so under the Exchange Act.  In the event of any proposed sale by the Holders of Registrable Securities pursuant to Rule 144 under the Securities Act or otherwise as provided herein, SkyTerra shall use its reasonable best efforts to cooperate with the Holders so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerra, 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 Registrable Securities sold thereby, such certificates to be furnished in such numbers and denominations as the Holders may reasonably request.

Section 5.TRANSFER OF REGISTRATION RIGHTS.

Any Holder may transfer all or any portion of its rights under this Agreement to any permitted transferee of Registrable Securities (such transferee a "Transferee").  Any transfer of registration rights pursuant to this Section 5 shall be effective upon receipt by SkyTerra of (i) written notice from such Holder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a written agreement from such Transferee (reasonably acceptable to SkyTerra) to be bound by the terms of this Agreement.

Section 6.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. The term "control" (including the correlative terms "controls," "Controlled by," and "under common Control with") shall mean, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning ascribed to it in the recitals.

"Board" has the meaning ascribed to it in Section 1.1 hereof.

"Business Days" means any day other than a Saturday, a Sunday or when commercial banks in New York, New York are not open for business.

"Common Stock" has the meaning ascribed to it in the recitals.

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

"FINRA" means the Financial Industry Regulatory Authority.

"Holders" means Harbinger Master Fund, Harbinger Special Situation Fund, and each other holder of the Warrants or the Registrable Securities, together with their permitted successors and assigns.

"Non-Voting Common Stock" has the meaning ascribed to it in the recitals.

"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.

"Prospectus" mean the Prospectus included in the Shelf Registration Statement and any such Prospectus as amended or supplemented by any Prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities and by all other amendments and supplements to such Prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

"Registration Expenses" means all expenses incident to SkyTerra'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 FINRA, printing expenses, messenger and delivery and mailing expenses, fees and disbursements of custodians, and fees and disbursements of counsel for SkyTerra and all independent certified public accountants retained by SkyTerra and other Persons retained by SkyTerra.

"Registration Request" has the meaning ascribed to it in Section 1.1 hereof.

"Registrable Securities" means all Warrant Shares that are Voting Common Stock, any Voting Common Stock issued in exchange for Warrant Shares that are Non-Voting Common Stock, and any Voting Common Stock which may be issued or distributed to a holder of a Warrant by way of stock dividend or stock split or other distribution, recapitalization or reclassification.  Any particular Registrable Securities that are issued shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Holders of such securities shall have become effective under the Securities Act and such securities shall have been disposed of pursuant to such registration statement, (ii) such securities shall have been sold by the holders thereof pursuant to Rule 144 and/or Rule 145 (or any successor provision) under the Securities Act, (iii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been

delivered by the Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (iv) such securities shall have ceased to be outstanding, or (v) such securities may be sold without volume limitations pursuant to Rule 144.

"SEC" has the meaning ascribed to it in Section 1.1.

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

"Securities Purchase Agreement" has the meaning ascribed in the recitals.

"Shelf Registration Statement" has the meaning ascribed to it in Section 1.1 hereof.

 "SkyTerra" has the meaning ascribed to it in the recitals.

 "Suspension Notice" has the meaning ascribed to it in Section 1.3(c) hereof.

"Transferee" has the meaning ascribed to it in Section 5 hereof.

 "Voting Common Stock" has the meaning ascribed to it in the recitals.

"Warrant" has the meaning ascribed to it in the recitals.

"Warrant Shares" has the meaning ascribed to it in the recitals.

Section 7.MISCELLANEOUS.

7.1Specific 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.

7.2Amendments 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 SkyTerra except by a written agreement signed by the holders of a majority of the then-outstanding Registrable Securities and SkyTerra.

7.3Successors 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 any of the Holders or SkyTerra.

7.4Severability.  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 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.

7.5Entire 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.

7.6Counterparts.  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.

7.7Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.

7.8 Governing Law; 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.

7.9Notices.  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 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 : HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, LP

c/o Harbinger Capital Partners Funds

555 Madison Avenue, 16th Floor

New York, NY 10022

Attention: Jeffrey T. Kirshner, Esq.

Vice President and Investment Counsel

Fax -- (212) 508-3721

with a copy to:

Harbert Management Corporation

One Riverchase Parkway South

Birmingham, Alabama 35244

Attention: General Counsel

Fax: (205) 987-5505

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

Bingham McCutchen, LLP

150 Federal Street

Boston, MA 02110

Facsimile: (617) 957-8736

Attn: Joseph J. Basile, Jr., Esq.

To SkyTerra Communications, Inc.:

SkyTerra Communications, Inc.

10802 Parkridge Boulevard

Reston, Virginia 20191

Facsimile: (703) 390-6113

Attn:   General Counsel

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

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Facsimile: (917) 777-2918

Attn:    Gregory A. Fernicola, Esq.

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

SKYTERRA COMMUNICATIONS, INC.
By:
	Name:	Scott Macleod
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD By: Harbinger Capital Partners Offshore Manager, L.L.C., as investment manager
By:
	Name:
	Title:

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, LP By: Harbinger Capital Partners Special Situations GP, LLC, as general partner
By:
	Name:
	Title:

EX-99.3

CONTACT:	Gerry Simone
	Mobile Satellite Ventures LP
	T: 703-390-1550
	gerry.simone@msvlp.com

For Immediate Release

Mobile Satellite Ventures and SkyTerra Communications Enter Into an Agreement for a $150 Million Financing

RESTON, VA., December 17, 2007 -- Mobile Satellite Ventures ("MSV") and SkyTerra Communications, Inc. ("SkyTerra") announced today that they have entered into a definitive agreement to sell to Harbinger Capital Partners Master Fund I, Ltd, and Harbinger Capital Partners Special Situations Fund, LP (together, "Harbinger"), $150 million of MSV's Senior Unsecured Notes due 2013 ("Notes") and Warrants to purchase 7.5 percent of SkyTerra's Common Stock on a fully diluted basis, with an exercise price of $10.00 per share, for an aggregate purchase price of $150 million.

The Notes will bear interest at a rate of 16.5 percent per annum, payable in cash or in-kind, at MSV's option until December 15, 2011, and thereafter payable in cash. The Notes will mature on May 1, 2013. The Notes will have subsidiary guarantees and covenants similar to those contained in MSV's existing 14 percent Senior Secured Discount Notes due 2013.

MSV and SkyTerra intend to use the net proceeds from the financing for working capital and general corporate purposes. The transaction is expected to close on January 4, 2008, and is subject to customary closing conditions.

Neither the Notes, the Warrants, nor the SkyTerra Common Stock issuable upon exercise of the Warrants have been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

Harbinger also has the right of first negotiation to discuss the purchase of additional equity securities from the Company prior to the Company's negotiation with a third party. Should the Company and Harbinger not agree on the terms for such a transaction, Harbinger has the right to maintain its percentage ownership interest through pro rata purchases of shares in issuances to third parties. Such right expires once Harbinger and their affiliates beneficially own less than five percent (5%) of the outstanding Common Stock or, if earlier, on December 31, 2011.

Further information regarding the financing is included in SkyTerra's Form on 8-K to be filed with the U.S. Securities and Exchange Commission.

About Mobile Satellite Ventures and SkyTerra Communications, Inc. (OTCBB:SKYT)

MSV's MSAT-2 satellite and MSV Canada's MSAT-1 satellite deliver mobile wireless voice and data services primarily for public safety, security, fleet management and asset tracking in the U.S. and Canada. MSV and MSV Canada are developing a hybrid satellite-terrestrial communications network, which they expect will provide seamless, transparent and ubiquitous wireless coverage of the United States and Canada to conventional handsets.

MSV holds the first FCC license to provide hybrid satellite-terrestrial services. MSV and MSV Canada plan to launch two satellites for coverage of the United States and Canada, which are expected to be among the largest and most powerful commercial satellites ever built. When completed, the network is expected to support communications in a variety of areas including public safety, homeland security, aviation, transportation and entertainment, by providing a platform for interoperable, user-friendly and feature-rich voice and high-speed data services. Mobile Satellite Ventures is a joint venture between Mobile Satellite Ventures LP and Mobile Satellite Ventures (Canada) Inc. MSVLP is majority owned and controlled by SkyTerra Communications, Inc. (OTCBB: SKYT). For more information visit: http://www.skyterra. com and http://www.msvlp.com.

Statement under the Private Securities Litigation Reform Act

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to plans described in this news release. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, proposed, potential and similar words. Such forward-looking statements are subject to uncertainties relating to the ability of SkyTerra and MSV to raise additional capital or consummate a strategic transaction or deploy the next generation system, as well as the ability of SkyTerra and MSV to execute their business plan. We assume no obligation to update or supplement such forward-looking statements.

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