Subordinate Share Pledge Agreement

EXHIBIT 10.37


Execution Copy


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SUBORDINATE MOTIENT COMMUNICATIONS
SHARE PLEDGE AGREEMENT


dated as of


March 16, 2004


between


MOTOROLA, INC.


as Secured Party


and


MOTIENT COMMUNICATIONS INC.


as Pledgor


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TABLE OF CONTENTS


Page


ARTICLE 1 SECURITY INTEREST.......................................................................................1
Section 1.01. The Pledge...................................................................................1
Section 1.02. Financing Statements.........................................................................2
Section 1.03. Share Certificates...........................................................................3
Section 1.04. Preservation of Rights.......................................................................3


ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PLEDGOR...............................................................3
Section 2.01. Title to Collateral..........................................................................3
Section 2.02. Pledged Shares...............................................................................3
Section 2.03. Names, Etc...................................................................................4
Section 2.04. Changes in Circumstances.....................................................................4
Section 2.05. Financing Statements.........................................................................4
Section 2.06. Non-Subordination............................................................................4
Section 2.07. True at Signing Date.........................................................................4


ARTICLE 3 AFFIRMATIVE COVENANTS OF PLEDGOR........................................................................4
Section 3.01. Change in Places of Business or Chief Executive Office.......................................4
Section 3.02. Delivery and Other Perfection................................................................4
Section 3.03. Notice of Default and Loss...................................................................5
Section 3.04. Collateral...................................................................................5
Section 3.05. Further Assurances...........................................................................6


ARTICLE 4 NEGATIVE COVENANTS OF PLEDGOR...........................................................................6
Section 4.01. Other Agreements.............................................................................6
Section 4.02. Other Financing Statements and Liens.........................................................6
Section 4.03. FCC Licenses.................................................................................6


ARTICLE 5 EVENTS OF DEFAULT.......................................................................................7
Section 5.01. Representation and Warranties................................................................7
Section 5.02. Observance of Covenants......................................................................7
Section 5.03. Event of Default under Credit Documents......................................................7


ARTICLE 6 RIGHTS UPON OCCURRENCE OF EVENTS OF DEFAULT.............................................................7
Section 6.01. Rights of the Collateral Agent...............................................................7
Section 6.02. Deficiency...................................................................................9
Section 6.03. Private Sale.................................................................................9
Section 6.04. Application of Proceeds......................................................................9
Section 6.05. Attorney-in-Fact.............................................................................9
Section 6.06. Right of the Secured Party To Appoint Receiver..............................................10
Section 6.07. Names.......................................................................................10


ARTICLE 7 MISCELLANEOUS PROVISIONS...............................................................................10
Section 7.01. Additional Actions and Documents............................................................10


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Section 7.02. Expenses....................................................................................10
Section 7.03. Notices.....................................................................................11
Section 7.04. Waiver of Right to Judicial Hearing.........................................................12
Section 7.05. Waiver by the Secured Party.................................................................12
Section 7.06. Governmental Approvals......................................................................12
Section 7.07. Release of Collateral.......................................................................12
Section 7.08. Benefit and Assignment......................................................................12
Section 7.09. Severability................................................................................13
Section 7.10. Survival....................................................................................13
Section 7.11. Rights Cumulative...........................................................................13
Section 7.12. Entire Agreement, Modification..............................................................13
Section 7.13. Termination.................................................................................13
Section 7.14. Construction................................................................................13
Section 7.15. Pronouns....................................................................................13
Section 7.16. Headings....................................................................................13
Section 7.17. Payments....................................................................................14
Section 7.18. Execution...................................................................................14


ARTICLE 8 DEFINITIONS AND REFERENCES.............................................................................14
Section 8.01. Defined Terms...............................................................................14
Section 8.02. Other Definitional Provisions...............................................................15


Exhibit A Pledged Shares Exhibit B Pledgor Information Exhibit C FCC Licenses


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SUBORDINATE SHARE PLEDGE AGREEMENT


THIS SHARE PLEDGE AGREEMENT is entered into as of this 16th day of March, 2004, between MOTOROLA, INC., a Delaware corporation ("Secured Party"), and Motient Communications Inc., a Delaware corporation (the "Pledgor").


WHEREAS, the Pledgor has executed that certain SLA Promissory Note dated as of December 1, 2002 in the original principal amount of $2,618,555.11 in favor of Motorola, as amended, (the "SLA Note").


WHEREAS, the Pledgor and Secured Party have entered into that certain Credit Agreement dated as of June 17, 1998 by and between the Pledgor and Secured Party, as amended by Amendment No. 1 to Credit Agreement dated as of October 15, 1998, Amendment No. 2 to Credit Agreement dated as of September 1, 2000, the Assumption Release Agreement and Waiver Agreement dated as of December 29, 2000 and the Settlement and Release Agreement dated as of January 17, 2003 (as amended, the "Credit Agreement"). In connection with the Credit Agreement, the Pledgor has executed that certain Amended and Restated Promissory Note dated June 17, 1998, as amended and restated as of September 1, 2000, as further amended and restated as of December 29, 2000, and as further amended by Amendment No. 1, dated January 17, 2003 in the original principal amount of $15,000,000 in favor of Secured Party (as amended, the "Credit Note").


WHEREAS, the Secured Party and the Pledgor have entered into that certain Omnibus Amendment to SLA Note and Credit Agreement dated of even date herewith whereby the Secured Party and Pledgor amended the SLA Note, the Credit Agreement and the Credit Agreement Note (the "Omnibus Amendment");


WHEREAS, to induce the Secured Party to enter into the Omnibus Amendment, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Pledgor has agreed to enter into this Agreement and to grant to the Secured Party a security interest in the Collateral (as hereinafter defined) to secure the full and punctual performance of the Secured Obligations (as hereinafter defined);


NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:


ARTICLE 1
SECURITY INTEREST


Section 1.01. The Pledge. As security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time arising, the Pledgor hereby pledges and grants to the Secured Party, a Security Interest in and lien on all of the Pledgor's right, title and interest in, to and under the following property, whether now owned or hereafter acquired or hereafter coming into existence and wherever located (all being collectively referred to herein as the "Collateral"):


(a) all Pledged Shares, together with, in each case:


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(i) all shares, securities, moneys or property representing a dividend
on any of the Pledged Shares, or representing a distribution or return of
capital upon or in respect of the Pledged Shares, or resulting from a
split-up, revision, reclassification or other like change of the Pledged
Shares or otherwise received in exchange therefor, and any subscription
warrants, rights or options issued to the holders of, or otherwise in
respect of, the Pledged Shares,


(ii) without affecting the obligations of the Pledgor under any
provision prohibiting such action hereunder or under the Credit Documents,
in the event of any consolidation or merger in which the Pledgor is not the
surviving corporation, all shares of each class of capital stock of the
successor corporation (unless such successor corporation is the Pledgor
itself) formed by or resulting from such consolidation or merger; and


(iii) all Proceeds of and to any of the property of the Pledgor
described in the preceding clauses of this Section 1.01 (including, without
limitation, all causes of action, claims and warranties now or hereafter
held by the Pledgor with respect to any of the items listed above) and, to
the extent related to any property described in said clauses or such
proceeds, all books, correspondence, credit files, records, invoices and
other papers.


Section 1.02. Financing Statements. Prior to or concurrently with the execution and delivery of this Agreement, the Pledgor will promptly deliver financing statements, continuation statements, assignments, certificates and other documents with respect to the Collateral pursuant to the Uniform Commercial Code, any other applicable law and otherwise as may be necessary or appropriate (in the reasonable judgment of the Secured Party) to enable the Secured Party to create, preserve, perfect or from time to time renew the security interests granted hereby, in form satisfactory to the Secured Party, and the Pledgor will pay the cost of filing the same in all public offices wherever the Secured Party deems filing to be necessary or appropriate (in the reasonable judgment of the Secured Party). The Pledgor grants the Secured Party the right, at the Secured Party's option, to file any or all such financing statements, continuation statements and other documents pursuant to the Uniform Commercial Code, any other applicable law or otherwise, without the Pledgor's signature, and irrevocably appoints the Secured Party as attorney in fact for the Pledgor to execute any such statements and documents in the Pledgor's name and to perform all other acts which the Secured Party deems appropriate to perfect and continue the security interests conferred by this Agreement. The Pledgor authorizes the Secured Party to file one or more Uniform Commercial Code financing statements or continuation statements relating to all or any part of the Collateral without the signature of the Pledgor where permitted by law. The Secured Party may, at any time and from time to time, pursuant to the provisions of this Section 1.02, file financing statements that describe the Collateral as all assets and/or all personal property of the Pledgor or words of similar effect and which contain any other information required by Article 9 of the


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Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement, including whether the Pledgor is an organization, the type of organization and any organization identification number issued to the Pledgor. The Pledgor agrees to promptly furnish any such information to the Secured Party upon request. Any such financing statements may be filed at any time in any jurisdiction deemed necessary or desirable by Secured Party.


Section 1.03. Share Certificates. Prior to or concurrently with the execution of this Agreement, the Pledgor will deliver to M&E Advisors L.L.C. as Collateral Agent under the Collateral Agency Agreement certificates representing the Pledged Shares and such certificates shall be duly endorsed in blank or accompanied by stock powers duly executed by the Pledgor in blank, together with any documentary tax stamps and any other documents necessary or desirable to cause the Secured Party to have a good, valid and perfected pledge of, lien on and security interest in the Pledged Shares, free and clear of any mortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction other than those arising under federal or state Securities laws, those created hereunder and those created under the M&E Pledge.


Section 1.04. Preservation of Rights. The Secured Party shall not be required to take steps necessary to preserve any rights against prior parties to any of the Collateral.


ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF PLEDGOR


The Pledgor hereby represents and warrants to the Secured Parties that:


Section 2.01. Title to Collateral. As of the date hereof, the Pledgor is the sole beneficial owner of, and has good, valid and marketable title to, the Collateral in which it purports to grant a security interest pursuant to Section 1.01, free from all Liens, except for the Security Interests in favor of the Collateral Agent and the Secured Party, and has full right and power to grant the Secured Party a Security Interest therein. Upon the execution and delivery of this Agreement, and upon the filing of financing statements referred to in Section 1.02 hereof, the Secured Party will have a good, valid and perfected second lien and Security Interest in the Collateral, subject only to the Collateral Agent's first priority lien and Security Interest in the Collateral.


Section 2.02. Pledged Shares. The Pledged Shares will be duly authorized, validly existing, fully paid and non-assessable and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter or by-laws of the respective issuer of such Pledged Shares, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Credit Documents or arising under federal or state securities laws). The Pledged Shares constitute all of the issued and outstanding shares of capital stock of any class of License Sub beneficially owned by the Pledgor on the date hereof (whether or not registered in the name of the Pledgor) and Exhibit A correctly identifies, as of the date hereof, the issuer of such Pledged Shares, the class and par value of the shares constituting such Pledged Shares and the number of shares (and the registered owner thereof) represented by each such certificate.


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Section 2.03. Names, Etc. The full and correct legal name, type of organization, jurisdiction of organization, organizational ID number (if applicable) and mailing address of the Pledgor as of the date hereof are correctly set forth in Exhibit B.


Section 2.04. Changes in Circumstances. The Pledgor has not (i) within the period of four months prior to the date hereof, changed its location (as defined in Section 9-307 of the Uniform Commercial Code), (ii) heretofore changed its name, or (iii) heretofore become a "new debtor" (as defined in Section 9-102(a)(56) of the Uniform Commercial Code) with respect to a currently effective security agreement previously entered into by any other Person.


Section 2.05. Financing Statements. No Financing Statement (other than any which may have been filed on behalf of the Secured Party) relating to any of the Collateral is on file in any public office.


Section 2.06. Non-Subordination. The obligations of the Pledgor under this Agreement are not subordinated in any way to any other obligation of the Pledgor or to the rights of others, except as provided in the Collateral Agency Agreement.


Section 2.07. True at Signing Date. Each of the representations and warranties set forth in this Agreement or any other Loan Document shall be true and correct as of the date hereof.


ARTICLE 3
AFFIRMATIVE COVENANTS OF PLEDGOR


Until all Secured Obligations of the Pledgor have been paid in full and performed, the Pledgor hereby covenants that it shall, unless the Secured Party otherwise consents in advance in writing:


Section 3.01. Change in Places of Business or Chief Executive Office. Maintain its location (as defined in Section 9-307 of the Uniform Commercial Code) only at the location set forth in Exhibit B attached hereto, provided that it shall provide to the Secured Party at least thirty (30) days' prior written notice of any changes in location (as defined in Section 9-307 of the Uniform Commercial Code).


Section 3.02. Delivery and Other Perfection. The Pledgor shall:


(a) if any of the shares, securities, moneys or property required to
be pledged by the Pledgor under Article 1 hereof are received by the
Pledgor, then the Pledgor shall forthwith either (x) transfer and deliver
to the Collateral Agent such shares or securities so received by the
Pledgor (together with the certificates for any such shares and securities
duly endorsed in blank or accompanied by undated stock powers duly executed
in blank), all of which thereafter shall be held by the Collateral Agent,
pursuant to the terms of this Agreement and the Collateral Agency
Agreement, as part of the Collateral or (y) take such other action as the
Secured Party shall deem reasonably necessary or appropriate to duly record
the Lien created hereunder in such shares, securities, moneys or property
pursuant to Section 1.01;


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(b) give, execute, deliver, file, record, authorize or obtain all such
financing statements, notices, instruments, documents, agreements, consents
or other papers as may be necessary or desirable (in the reasonable
judgment of the Secured Party) to create, preserve, perfect or validate the
security interest granted pursuant hereto or to enable the Secured Party to
exercise and enforce their rights hereunder with respect to such pledge and
security interest; including, without limitation, causing any or all of the
Share Collateral to be transferred of record into the name of the Secured
Party or its nominee, provided that notices to account debtors in respect
of any Accounts, Chattel Paper or General Intangibles and to obligors on
Instruments shall be subject to the provisions of clause (d) below;


(c) keep full and accurate books and records relating to the
Collateral, and stamp or otherwise mark such books and records in such
manner as the Secured Party may reasonably require in order to reflect the
security interests granted by this Agreement; and


(d) permit representatives of the Secured Party, upon reasonable
notice, at any time during normal business hours to inspect and make
abstracts from its books and records pertaining to the Collateral, and
permit representatives of the Secured Party to be present at the Pledgor's
place of business to receive copies of all communications and remittances
relating to the Collateral, and forward copies of any notices or
communications received by the Pledgor with respect to the Collateral, all
in such manner as the Secured Party may reasonably require.


Section 3.03. Notice of Default and Loss. Provide to the Secured Party written notice of any Event of Default and of any loss or damage to the Collateral, however occasioned, immediately upon the occurrence of such Event of Default or loss or damage.


Section 3.04. Collateral.


(a) the Pledgor will cause the Share Collateral to constitute at all
times 100% of the total number of shares of each class of capital stock of
each Issuer then outstanding.


(b) So long as no Event of Default shall have occurred and be
continuing, the Pledgor shall have the right to exercise all voting,
consensual and other powers of ownership pertaining to the Share Collateral
for all purposes not inconsistent with the terms of this Agreement, the
Credit Agreement or any other Credit Document or other instrument or
agreement referred to herein or therein, provided that the Pledgor agrees
that it will not vote the Share Collateral in any manner that is
inconsistent with the terms of this Agreement, the Credit Agreement or any
such other Credit Document or other instrument or agreement; and the
Secured Party shall execute and deliver to the Pledgor or cause to be


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executed and delivered to the Pledgor all such proxies, powers of attorney,
dividend and other orders, and all such instruments, without recourse, as
the Pledgor may reasonably request for the purpose of enabling the Pledgor
to exercise the rights and powers that it is entitled to exercise pursuant
to this Section 3.04.


(c) Unless and until an Event of Default has occurred and is
continuing, the Pledgor shall be entitled to receive and retain any and all
dividends and distributions on the Share Collateral.


Section 3.05. Further Assurances. From time to time, upon the written request of the Secured Party, execute and deliver such further documents and do such other acts and things as the Secured Party may reasonably request in order to fully effect the purposes of this Agreement.


ARTICLE 4
NEGATIVE COVENANTS OF PLEDGOR


Until all Secured Obligations of the Pledgor are paid in full and performed, the Pledgor hereby covenants and agrees that it shall not, unless the Secured Party otherwise consents in advance in writing:


Section 4.01. Other Agreements. Enter into any agreement or undertaking containing any provision which would be violated or breached by the Pledgor's performance of its obligations under this Agreement.


Section 4.02. Other Financing Statements and Liens. (A) File or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Secured Party is not named as the sole secured party for the benefit of the Secured Parties, or (B) cause or permit any Person other than the Collateral Agent or Secured Party to have "control" (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the Uniform Commercial Code) of any Deposit Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.


Section 4.03. FCC Licenses. Unless permitted by the Collateral Agent, the Pledgor will not suffer (a) any FCC License to be owned or acquired by any Person other than License Sub or (b) License Sub to (i) be partially or wholly owned by any Person other than the Pledgor, (ii) engage in any business or activity other than the ownership of the FCC Licenses and activities incidental thereto, (iii) own or acquire any assets other than the FCC Licenses and, to the extent incidental to its ownership of the FCC Licenses, cash, or (iv) have or incur any Indebtedness, other than liabilities imposed under the Credit Documents or any other instrument or agreement relating to any Secured Obligation, liabilities imposed by law (including, without limitation, tax liabilities) and other liabilities incidental to, by not involving any encumbrance of, its ownership of the FCC Licenses. The Pledgor shall promptly notify the Secured Party of the transfer of any FCC License. Any direct or


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indirect transfer of any FCC Liens to the Collateral Agent, its members or any of their affiliates other than a direct or indirect transfer that relates to a foreclosure shall require the consent of the Secured Party.


ARTICLE 5
EVENTS OF DEFAULT


The Pledgor shall be in default under this Agreement upon the happening of any of the following events or conditions ("Events of Default"):


Section 5.01. Representation and Warranties. Any representation or warranty of the Pledgor made herein or in any other Credit Document shall prove to have been incorrect or misleading or breached in any material respect on or as of any date as of which made; or


Section 5.02. Observance of Covenants. The Pledgor shall at any time fail to observe, satisfy or perform any of the covenants or agreements contained in Article 3 or 4 hereof or fail to comply with any other provision contained herein and such default shall continue unremedied for a period of twenty (20) business days after written notice of the existence of such default shall have been received by the Pledgor fro ...