sc13d

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PUTSrB0p6Z5VI9vEMSg+7ig59twRIrnLr3nSgVeE19mSPStNaToW2V2UILiFlnyK 9IAwn6OIxl1NFXxUzSqNsQ== 0001206212-06-000231.txt : 20061005 0001206212-06-000231.hdr.sgml : 20061005 20061005171350 ACCESSION NUMBER: 0001206212-06-000231 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 GROUP MEMBERS: 3924505 CANADA INC. GROUP MEMBERS: BCE INC. GROUP MEMBERS: TMI COMMUNICATIONS AND COMPANY, LIMITED PAARTNERSHIP GROUP MEMBERS: TMI COMMUNICATIONS DELAWARE, LIMITED PARTNERSHIP GROUP MEMBERS: TMI COMMUNICATIONS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTIENT CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930976127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42503 FILM NUMBER: 061131846 BUSINESS ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD, STREET 2: 6TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-483-7806 MAIL ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD, STREET 2: 6TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP DATE OF NAME CHANGE: 19931019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BCE INC CENTRAL INDEX KEY: 0000718940 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 99999999 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 MONTREAL CITY: QUEBEC CANADA STATE: A8 ZIP: H3B 4Y7 BUSINESS PHONE: 5143977000 MAIL ADDRESS: STREET 1: 1000 DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 MONTREAL CITY: QUEBEC CANADA STATE: A8 ZIP: H3B 4Y7 FORMER COMPANY: FORMER CONFORMED NAME: BELL CANADA ENTERPRISES INC DATE OF NAME CHANGE: 19880111 SC 13D 1 m33270scsc13d.htm SCHEDULE 13D sc13d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

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

Motient Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

619908304

(CUSIP Number)

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

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

September 25, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

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

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(Continued on following pages)


CUSIP No.		619908304		Page		2		of		25

NAMES OF REPORTING PERSONS:

BCE Inc.

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

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

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

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

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

SOLE VOTING POWER:

NUMBER OF

9,031,213

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

9,031,213

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

9,031,213

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

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

11.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		619908304		Page		3		of		25

NAMES OF REPORTING PERSONS:

TMI Communications Inc.

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

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

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

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

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

SOLE VOTING POWER:

NUMBER OF

9,031,213

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

9,031,213

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

9,031,213

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

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

11.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		619908304		Page		4		of		25

NAMES OF REPORTING PERSONS:

3924505 Canada Inc.

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

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

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

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

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

SOLE VOTING POWER:

NUMBER OF

9,031,213

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

9,031,213

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

9,031,213

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

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

11.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		619908304		Page		5		of		25

NAMES OF REPORTING PERSONS:

TMI Communications and Company, Limited Partnership

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

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

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

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

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

SOLE VOTING POWER:

NUMBER OF

9,031,213

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

9,031,213

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

9,031,213

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

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

11.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		619908304		Page		6		of		25

NAMES OF REPORTING PERSONS:

TMI Communications Delaware, Limited Partnership

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

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

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

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

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

9,031,213

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

9,031,213

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

9,031,213

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

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

11.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

TABLE OF CONTENTS


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

Item 1. Security and Issuer.

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

Item 2. Identity and Background.

This Statement is being filed by BCE Inc. (“BCE”), TMI Communications Inc. (“TMI”), 3924505 Canada Inc. (“TMI Delaware GP”), TMI Communications and Company, Limited Partnership (“TMI Delaware LP”) and TMI Communications Delaware, Limited Partnership (“TMI Delaware” and, together with BCE, TMI, TMI Delaware GP and TMI Delaware LP, the “Reporting Persons”). The Reporting Persons entered into a joint filing agreement dated October 5, 2006, a copy of which is filed as Exhibit 1 hereto.

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

TMI is a corporation organized under the laws of Canada and is a wholly owned subsidiary of BCE. TMI’s principal business is to serve as a holding company for investments of the BCE group. The address of TMI’s principal office is 1601 Telesat Court, Gloucester, Ontario K1B 1B9, Canada.

TMI Delaware GP is a corporation organized under the laws of Canada and is a wholly owned subsidiary of TMI. TMI Delaware GP’s principal business is to serve as a holding company for investments of the BCE group. The address of TMI Delaware GP’s principal office is 1601 Telesat Court, Gloucester, Ontario K1B 1B9, Canada.

TMI Delaware LP is a limited partnership organized under the laws of the Province of Quebec. The general partner of TMI Delaware LP is TMI and the limited partner of TMI Delaware LP is an indirect wholly owned subsidiary of BCE. TMI Delaware LP’s principal business is to serve as a holding company for investments of the BCE group. The address of TMI Delaware LP’s principal office is 1601 Telesat Court, Gloucester, Ontario K1B 1B9, Canada.

TMI Delaware is a limited partnership organized under the laws of the State of Delaware. The general partner of TMI Delaware is TMI Delaware GP and the limited partner of TMI Delaware is TMI Delaware LP. TMI Delaware’s principal business is to serve as a holding company for investments of the BCE group. The address of TMI Delaware’s principal office is 1209 Orange Street, Wilmington, Delaware 19801, United States.

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

Page 7 of 25 Pages

During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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

As described in greater detail in response to Item 6 below, TMI Delaware currently has a right to acquire 9,031,213 shares of Common Stock of the Company (the “Shares”) in exchange for the 5,073,715 shares of common stock of TerreStar Networks Inc. and 1,887,133.89202 shares of common stock of TerreStar Networks Bermuda Ltd. currently owned by TMI Delaware (collectively, the “TerreStar Shares”).

Item 4. Purpose of Transaction.

The Reporting Persons currently expect to exercise their right to acquire the Shares. Assuming they do so, the Reporting Persons (a) will be acquiring the Shares for investment purposes only, (b) expect to evaluate on an ongoing basis the Company’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other factors, (c) expect in particular to consider reductions in their holdings of Shares as and when market conditions permit, (d) may dispose of Shares from time to time in public or private transactions and (e) may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Shares. The Reporting Persons reserve the right to change their plans and intentions at any time.

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

Item 5. Interest in Securities of the Issuer.

As a result of the letter agreement described in Item 6 below which gives TMI Delaware a right to acquire the Shares, the Reporting Persons beneficially own 9,031,213 shares of Common Stock of the Company. Treating the Shares as though there were already outstanding, the Shares represent approximately 11.5% of the outstanding shares of Common Stock of the Company, based on information supplied by the Company. If the Reporting Persons acquire the Shares, they will have sole power to vote or direct the vote and sole power to dispose or direct the disposition of all such Shares. To the best knowledge of the Reporting Persons, none of the persons named on Schedule I hereto beneficially own any shares of Common Stock.

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

Page 8 of 25 Pages

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

No Reporting Person has ceased to be the beneficial owner of more than five percent of the shares of Common Stock.

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

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

TMI Delaware may exercise its right to require Motient to enter into the Exchange Agreement at any time on or prior to the earlier of (a) ten days before public announcement by Motient of its planned dividend of shares of common stock of SkyTerra Communications, Inc. (“SkyTerra”) that Motient received in the previously announced exchange transactions between Motient and SkyTerra (the “Initial Dividend”) and (b) January 15, 2007. The Letter Agreement requires Motient to give TMI Delaware at least twenty days notice prior to public announcement of the Initial Dividend.

The Letter Agreement provides that except as otherwise provided therein, the Exchange Agreement would be substantially identical to the exchange agreements among Motient, MVH Holdings Inc. and various Columbia and Spectrum funds (the “Funds”) dated as of May 6, 2006.

The Exchange Agreement would provide for a closing as soon as the conditions therein are satisfied, except that if the Initial Dividend is not paid in 2006, the closing would occur as soon as practicable in 2007. If the closing occurs after the record date for the Initial Dividend, the Exchange Agreement would provide that at closing TMI Delaware would receive in exchange for the TerreStar Shares not only the Shares but also the number of shares of SkyTerra common stock that TMI Delaware would have received if the closing had occurred prior to the record date for the Initial Dividend and TMI Delaware had thereafter received its pro rata share of the Initial Dividend.

The Exchange Agreement would provide for Motient to grant TMI Delaware registration rights pursuant to an agreement substantially identical to the terms of the registration rights agreements that Motient entered into with the Funds (except that the registration rights granted to TMI Delaware would last longer).

The Exchange Agreement would grant TMI Delaware the right to have an observer on the board of directors of Motient and all committees of the board of Motient other than the compensation committee and the audit committee. Those rights would terminate when (a) neither TMI Delaware nor an affiliate of TMI Delaware remains the legal holder of the 2

Page 9 of 25 Pages

GHz Authorization referred to in the Letter Agreement and (b) TMI Delaware and its affiliates collectively no longer hold all of the shares of common stock of TerreStar Networks Holdings (Canada), Inc. that they initially receive when the 2 Ghz Authorization is transferred to TerreStar Canada as contemplated by the Letter Agreement.

The description of the Letter Agreement contained herein is qualified in its entirety by reference to the executed Letter Agreement, a copy of which has been filed as Exhibit 2 hereto and is incorporated herein by reference.

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

Item 7. Material to be filed as Exhibits.

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

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

Page 10 of 25 Pages

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
BCE INC.

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


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

Directors

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

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

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

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

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

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

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

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

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

Page 11 of 25 Pages


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

Thomas C. O’Neill	33 Geraldine Court Don Mills, Ontario, Canada M3A 1N2	Corporate Director and Chartered Accountant, 33 Geraldine Court, Don Mills, Ontario, Canada M3A 1N2	Canadian

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

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

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

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

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

Executive Officers

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

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

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

Mark R. Bruneau	1000, de La Gauchetière W., 37^th Floor Montreal, Quebec, Canada H3B 4Y7	Advisor-Office of the CEO of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7	Canadian

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

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

Page 12 of 25 Pages


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

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

Lawson A.W. Hunter	110 O’Connor Street, 14^th Floor Ottawa, Ontario, Canada K1P 1H1	Executive Vice-President and Chief Corporate Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7	Canadian

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

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

Barry W. Pickford	1000, de la Gauchetière W., 37^th Floor, Montreal, Quebec, Canada H3B 4Y7	Senior Vice-President – Taxation of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7	Canadian

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

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

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

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

Page 13 of 25 Pages

DIRECTORS AND EXECUTIVE OFFICERS OF
TMI COMMUNICATIONS INC.

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


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

Directors

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

Michel Lalande	1000, de La Gauchetière W., 37^th Floor Montreal, Quebec, Canada H3B 4Y7	Vice President and General Counsel of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7	Canadian

Ted Ignacy	542 Buchanan Street, Gloucester, Ontario, Canada K1J 7V4	Chief Financial Officer of Telesat Canada (satellite service provider), 1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4

Executive Officers

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

Michel Lalande	1000, de La Gauchetière W., 37^th Floor Montreal, Quebec, Canada H3B 4Y7	Vice President and General Counsel of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7	Canadian

Ted Ignacy	542 Buchanan Street, Gloucester, Ontario, Canada K1J 7V4	Chief Financial Officer of Telesat Canada (satellite service provider), 1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4	Canadian

Siobhan Devlin	1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4	Director, Legal Services of Telesat Canada (satellite service provider), 1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4	Canadian

Page 14 of 25 Pages

DIRECTORS AND EXECUTIVE OFFICERS OF
3924505 CANADA INC.

The following sets forth the name, residence or business address, present principal occupation or employment and citizenship of the directors and executive officers of 3924505 Canada Inc. (“TMI Delaware GP”).


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

Directors

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

Executive Officers

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

DIRECTORS AND EXECUTIVE OFFICERS OF
TMI COMMUNICATIONS AND COMPANY, LIMITED PARTNERSHIP AND TMI
COMMUNICATIONS DELAWARE, LIMITED PARTNERSHIP

TMI Communications and Company, Limited Partnership and TMI Communications Delaware, Limited Partnership are partnerships managed by their general partners and do not have separate directors or executive officers.

Page 15 of 25 Pages

SIGNATURES

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


Dated: October 5, 2006

	BCE Inc.

	By:	/s/ L. Scott Thomson
		Name: L. Scott Thomson
		Title: Executive Vice-President - Corporate Development

	TMI Communications Inc.

	By:	/s/ L. Scott Thomson

		Name: L. Scott Thomson
		Title: Vice-President, Mergers & Acquisitions

	3924505 Canada Inc.

	By:	/s/ L. Scott Thomson

		Name: L. Scott Thomson
		Title: President and Secretary

	TMI Communications and Company, Limited Partnership,
	By: TMI Communications Inc., as general partner

	By:	its general partner TMI Communications Inc. by /s/ L. Scott Thomson

		Name: L. Scott Thomson
		Title: Vice-President, Mergers & Acquisitions

	TMI Communications Delaware, Limited Partnership,
	By: 3924505 Canada Inc., as general partner

	By:	its general partner 3924505 Canada Inc. by /s/ L. Scott Thomson

		Name: L. Scott Thomson
		Title: President and Secretary

Page 16 of 25 Pages

EXHIBIT INDEX


Exhibit Number		Description

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

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

Page 17 of 25 Pages

EX-1 2 m33270scexv1.htm JOINT FILING AGREEMENT exv1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that this Statement on Schedule 13D with respect to the shares of common stock of Motient Corporation, dated the date hereof, is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: October 5, 2006



		BCE Inc.

		By:		/s/ L. Scott Thomson
				Name: L. Scott Thomson
				Title: Executive Vice-President - Corporate Development

		TMI Communications Inc.

		By:		/s/ L. Scott Thomson

				Name: L. Scott Thomson
				Title: Vice-President, Mergers & Acquisitions

		3924505 Canada Inc.

		By:		/s/ L. Scott Thomson

				Name: L. Scott Thomson
				Title: President and Secretary

		TMI Communications and Company, Limited Partnership,
		By: TMI Communications Inc., as general partner

		By:		/s/ L. Scott Thomson

				Name: L. Scott Thomson
				Title: Vice-President, Mergers & Acquisitions

		TMI Communications Delaware, Limited Partnership,
		By: 3924505 Canada Inc., as general partner

		By:		/s/ L. Scott Thomson

				Name: L. Scott Thomson
				Title: President and Secretary

Page 18 of 25 Pages

EX-2 3 m33270scexv2.htm LETTER AGREEMENT exv2

EXHIBIT 2

TMI Communications Delaware, Limited Partnership

Motient Corporation
300 Knightsbridge Parkway
Lincolnshire Parkway
Lincolnshire, IL 60069

June 22, 2006

Ladies and Gentlemen:

On May 23, 2006, TMI Communications Delaware, Limited Partnership (“TMI Delaware”) received notices dated May 19, 2006 from various Columbia and Spectrum funds (collectively, the “Funds”) describing a proposal pursuant to which the Funds will transfer all of their shares of common stock of TerreStar Networks, Inc. (“TerreStar”) and all of their shares of common stock of TerreStar Networks Bermuda Ltd. (“TerreStar Bermuda”) in exchange for shares of common stock of Motient Corporation (“Motient”). TMI Delaware has until June 22, 2006 to deliver a Tag Along Notice pursuant to Section 8.2(a)(iii) of the Stockholders’ Agreement of TerreStar (the “TerreStar Stockholders Agreement”) if it wishes to formally exercise the tag along rights granted in that agreement.

TMI Delaware owns 5,073,715 shares of common stock of TerreStar and will own [1,887,133.89202] shares of common stock of TerreStar Bermuda following the currently contemplated spin-off of TerreStar Bermuda (collectively, “TMI’s TerreStar Shares”), which pursuant to the Tag Along Notice are exchangeable for 9,031,213 shares of common stock of Motient (the “Motient Shares”). The parties now agree as follows:

(1) Right to Enter into Exchange Agreement; New Tag Deadline. If at any time on or prior to the New Tag Deadline referred to below TMI Delaware delivers to Motient a signed counterpart of a TMI Exchange Agreement in the form negotiated as contemplated below, Motient shall promptly execute and return a counterpart thereof and the parties will thereupon perform their obligations thereunder. As used in this letter agreement, the term “New Tag Deadline” means the earlier of:

	•		ten days prior to the public announcement by Motient of the record date of the initial dividend by Motient of the shares of common stock of SkyTerra Communications, Inc. (“SkyTerra”) that it will receive in the exchange transactions between Motient and SkyTerra (the “Initial Dividend”); or

	•		January 15, 2007.

Page 19 of 25 Pages

Motient shall provide TMI Delaware no less than twenty days notice prior to public announcement of the Initial Dividend, which information TMI Delaware and its affiliates shall maintain as confidential information. TMI Delaware and its affiliates hereby waive any tag along rights to which they might be entitled pursuant to the TerreStar Stockholders Agreement resulting from the agreements set forth in Section 4.12 of the Exchange Agreement among Motient, MVH Holdings Inc. and SkyTerra dated as of May 6, 2006 (the “SkyTerra Exchange Agreement”) or any exercise of the rights granted thereunder or transfer of shares of TerreStar resulting therefrom; provided that the exchange ratio of shares of Motient common stock issued in any such transaction in exchange for shares of TerreStar common stock shall be the same (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event declared or effected prior to the exercise of such rights under Section 4.12 of the SkyTerra Exchange Agreement) as set forth in the Exchange Agreements among Motient, MVH Holdings Inc. and the Funds dated as of May 6, 2006 (the “Fund Exchange Agreements”).

(2) Negotiation of TMI Exchange Agreement. Promptly following the execution of this letter agreement, the parties shall negotiate and agree upon a final form of agreement to be used if TMI Delaware decides to exchange TMI Delaware’s TerreStar Shares for Motient Shares (the “TMI Exchange Agreement”) within the following parameters:

	•		Exchange of Shares. The TMI Exchange Agreement will provide for the exchange of TMI’s TerreStar Shares for the Motient Shares on the terms and subject to the conditions set forth therein, which shall be substantially identical, except as modified by the terms of this letter agreement, to the Fund Exchange Agreements.

	•		Timing of Closing. The TMI Exchange Agreement will require the parties to close the exchange as soon as the conditions to the exchange are satisfied, except that if the Initial Dividend is not paid on or before December 31, 2006, TMI Delaware may schedule the closing of the exchange to fall as early as practicable in 2007 after the conditions to the exchange are otherwise met.

	•		Conditions Relating to SkyTerra. If the SkyTerra Amendments referred to below have not been executed and delivered prior to execution and delivery of the TMI Exchange Agreement, the TMI Exchange Agreement will include as conditions that the SkyTerra Amendments are executed and delivered prior to closing thereunder. As used in this letter agreement, the term “SkyTerra Amendments” means:

an amendment to the SkyTerra Exchange Agreement which will allow Motient to reduce the number of shares of SkyTerra common stock included in the Initial Dividend by the number of such shares that will be payable to TMI Delaware under the TMI Exchange Agreement in the event that the closing of the exchange

Page 20 of 25 Pages

			contemplated by the TMI Exchange Agreement occurs after the record date for the Initial Dividend (a “Late Closing”);

	o		an amendment of the registration rights granted by SkyTerra to provide TMI Delaware with registration rights for the shares of common stock TMI Delaware receives under the TMI Exchange Agreement in the event of a Late Closing (or in the event that at the time of the closing TMI Delaware may be considered an affiliate of SkyTerra for securities law purposes) that are substantially identical to the registration rights it will receive under the registration rights agreement with Motient referred to below;

	o		consents of the Funds and SkyTerra to the extension of the tag along rights set forth in paragraph (1) of this letter and waiver of any tag rights the Funds and SkyTerra might have with respect thereto; and

	o		any other amendments to the various agreements among Motient, the Funds and SkyTerra that may be reasonably necessary to effectuate the transactions contemplated by this letter agreement.

	•		Treatment of SkyTerra Distribution. The TMI Exchange Agreement will provide that if there is a Late Closing, then TMI Delaware shall have the right at closing to receive the Motient Shares plus a number of shares of voting common stock of SkyTerra equal to the number distributed per share of Motient common stock in the Initial Dividend times 9,031,213 (i.e. times the number of shares included in the Motient Shares).

	•		Registration Rights Agreement. The TMI Exchange Agreement will provide for a grant of registration rights under an agreement with terms substantially identical to the terms in the registration rights agreements that the Funds have entered into with Motient (except that, because TMI Delaware may be considered an “affiliate” for securities law purposes, the registration rights agreement will require the registration statement to remain effective until the earlier of (a) the date TMI Delaware and its affiliates no longer own any Motient Shares and (b) the later of (i) 90 days after TMI Delaware and its affiliates cease to be affiliates of Motient or (ii) the second anniversary of the closing under the TMI Exchange Agreement).

	•		Minority Rights. The TMI Exchange Agreement will provide that upon closing of the exchange thereunder, TMI Delaware irrevocably waives all of the minority protection rights set forth in the TerreStar Stockholders Agreement, as amended (including without limitation those set forth in Section 8 thereof), except for the information rights granted in the TerreStar Stockholders Agreement and the observer rights granted in Section 2(c) of the TerreStar Stockholders Agreement to the holder of the

Page 21 of 25 Pages

			2GHz mobile satellite services authorization from Industry Canada (the “2GHz Authorization”) relating to the business of TerreStar. Upon closing of the exchange under the TMI Exchange Agreement, TMI Delaware shall also have the right to have an observer on the board of directors of Motient and all committees of the board of Motient other than the compensation committee and the audit committee. All of these information and observer rights shall terminate when (a) neither TMI Delaware nor an affiliate of TMI Delaware remains the legal holder of the 2 GHz Authorization and (b) TMI Delaware and its affiliates collectively no longer hold all of the shares of common stock of TerreStar Networks Holdings (Canada), Inc. that they initially receive.

	•		Waiver of Preemptive Rights, Tag-Along Rights and Various Minority Rights. The TMI Exchange Agreement will provide that TMI Delaware and its affiliates waive all rights under Section 8 of the TerreStar Stockholders Agreement.

	•		Other Terms of TMI Exchange Agreement. Except for the terms specifically agreed to herein, the TMI Exchange Agreement will be substantially identical to the Fund Exchange Agreements.

Each party agrees to act reasonably and in good faith in negotiating the final form of TMI Exchange Agreement as contemplated above and to use commercially reasonable efforts to complete those negotiations by July 15, 2006.

(3) Pledge Amendment, Release and Indemnity Agreement, TerreStar Shareholders Agreement and SkyTerra Amendments. Motient agrees to (a) execute and deliver all of the documents referred to below to which it is a party, (b) cause all entities directly or indirectly controlled by it who are parties to any of the documents referred to below to execute and deliver those documents and (c) use its commercially reasonable efforts to cause all entities who are not directly or indirectly controlled by it (other than TMI Delaware or any affiliate of TMI Delaware) but who are parties to any of the documents referred to below to execute and deliver those documents, in each case by the earlier of (a) the final transfer of the 2 GHz Authorization from TMI Communications and Company, Limited Partnership (“TMI Canada”) to TerreStar and/or TerreStar designees or (b) if (i) TMI Delaware delivers an executed copy of the TMI Exchange Agreement before the final transfer of the 2 GHz Authorization and (ii) until that time TMI Canada has been using its best efforts to obtain regulatory approval for and to close the transfer of the 2 GHz Authorization, the date of the delivery by TMI Delaware of the TMI Exchange Agreement:

	•		the Fourth Amendment to the Pledge and Guarantee Agreement in the form previously agreed (the “Pledge Amendment”),

	•		the Release and Indemnity Agreement in the form previously agreed (the “Release and Indemnity Agreement”) and

Page 22 of 25 Pages

•

the SkyTerra Amendments.

Motient agrees to cause TerreStar to reimburse TMI Canada and its affiliates for all out of pocket expenses incurred by them in their efforts to obtain regulatory approval for and to transfer the 2 Ghz Authorization from TMI Canada to TerreStar and/or TerreStar designees.

(4) Consent to TerreStar Stockholders Agreement Amendments. TMI Delaware hereby irrevocably consents to the amendments to the TerreStar Stockholders Agreement executed by the other TerreStar stockholders in May 2006 and to the Amended and Restated TerreStar Stockholders Agreement attached as an exhibit to the Fund Exchange Agreements, and such consents shall be effective from and after May 6, 2006, provided that such consents shall be contingent upon the execution of the Pledge Amendment, the Release and Indemnity Agreement, and the SkyTerra Amendments by the parties thereto other than TMI Delaware. TMI Delaware shall execute and deliver to Motient any further documents or agreements evidencing such consents that Motient may reasonably request.

(5) TerreStar Canada Matters. TMI Delaware, on behalf of itself and TMI Canada, a Canadian affiliate of TMI Delaware, has agreed to the final form of the Shareholders Agreement (the “Shareholders Agreement”) for TerreStar Networks (Canada) Inc. (“TerreStar Canada”), and with the understanding that all relevant parties will execute each of the Pledge Amendment, the Release and Indemnity Agreement and the SkyTerra Amendments as soon as practicable after the date hereof, TMI Canada filed an application seeking regulatory approval for the transfer of the 2 Ghz Authorization to TerreStar Canada (a company controlled by TMI Canada). Upon receipt of regulatory approval from Industry Canada for the transfer of the 2 Ghz Authorization to TerreStar Canada, TMI Delaware shall cause TMI Canada to execute and deliver the Shareholders Agreement and to enter into the ancillary agreements referred to in the next sentence. Promptly following the execution of this letter agreement, TMI Delaware, TMI Canada and TerreStar shall work expeditiously in good faith to negotiate and finalize the various ancillary agreements that the two parties contemplate in connection with such transfer, including without limitation the capacity lease agreement, the rights and services agreement, the intellectual property license agreement, a non-interference agreement providing that TMI Canada won’t take certain affirmative actions that damage the 2 Ghz Authorization assets, the pledge agreement pledging TMI Canada’s shares in TerreStar Networks Holdings (Canada) Inc. in favor of TerreStar, the master agreement, the BCE preferred provider agreement, the Telesat right of first refusal agreement, the Telesat satellite operations agreement, the side letter termination agreement, the tax indemnity agreement and the delivery in orbit agreement.

(6) HSR Filing. As soon as possible and in any event within 10 business days after the date of execution of this letter agreement, TMI Delaware will make a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the acquisition of the Motient Shares pursuant to the TMI Exchange Agreement (which, for

Page 23 of 25 Pages

clarity, the parties expect to be in advance of the execution of the TMI Exchange Agreement), and TMI will pay the full HSR filing fee for that filing.

(7) Assignment. Neither party shall be permitted to assign its rights and obligations under this letter agreement without the written consent of the other party, except that TMI Delaware may assign its rights and obligations under this letter agreement to any affiliate that holds or will hold TMI’s TerreStar Shares and thereafter references herein to TMI Delaware shall be deemed to be references to such affiliate except where the context otherwise provides.

(8) Miscellaneous. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the applicable principles of conflicts of law. This letter 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 single instrument. Litigation concerning any disputes arising under this letter agreement or the transactions contemplated hereby may be brought only in state or federal courts located in The City of New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH LITIGATION. Any notices contemplated hereby shall be in writing hand delivered or sent by registered or certified mail to the applicable party at that party’s address as set forth below:

if to TMI Delaware:
1601 Telesat Court
Gloucester Court
Canada K1B 1B9
Attn: Richard O’Reilly

With a copy to:
BCE Inc.
Bureau 3700
1000, rue de La Gauchetière Ouest
Montréal, Québec H3B 4Y7
Attn: Chief Legal Officer

if to Motient:

Motient Corporation
300 Knightsbridge Pkwy.
Lincolnshire, IL 60069
Attn: General Counsel

Page 24 of 25 Pages

If the foregoing is in accordance with your understanding, please sign and return one counterpart of this letter to us, whereupon this letter will become a binding agreement between Motient and TMI Delaware.

Very truly yours,

TMI Communications Delaware, Limited Partnership

By: 3924505 Canada, Inc., its General Partner


By:
Name:
Title:

Accepted and agreed to as of the date first above written:

Motient Corporation


By:
Name:
Title:

Page 25 of 25 Pages

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