Preferred Provider Termination Agreement, Dated As of October 6, 2006

Exhibit 10.6

PREFERRED PROVIDER TERMINATION AGREEMENT Dated as of October 6, 2006 entered into between BCE Inc. (" BCE" ), Mobile Satellite Ventures (Canada) Inc. (" Canadian License Co." ) and Mobile Satellite Ventures LP (" MSV LP" ).

RECITALS

BCE, Canadian License Co. and MSV LP entered into a Preferred Provider Agreement dated November 12, 2004, as amended by an Acknowledgement Regarding BCE Preferred Provider Agreement (the " Acknowledgement" ) dated as of May 11, 2005 between BCE, Canadian License Co . , MSV LP and TerreStar (together, the " BCE PPA" ).

The Acknowledgement also established a separate preferred provider relationship between BCE and TerreStar Networks Inc. (" TerreStar" ). The parties have agreed to terminate the BCE PPA among BCE, Canadian License Co. and MSV LP as set forth hereinafter.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of ten dollars paid by each party to the others, and other good and valuable consideration, mutually given and received, the parties agree as follows:

1. INTERPRETATION

1.1 Capitalized terms used herein and defined in the BCE PPA ...