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

Exhibit 10.4

AMENDED AND RESTATED PREFERRED PROVIDER AGREEMENT dated as of October 6, 2006 entered into between Telesat Canada (" Telesat" ), Mobile Satellite Ventures LP (" MSV LP" ) and Mobile Satellite Ventures (Canada) Inc. (" Canadian License Co." ).

RECITALS Telesat, MSV LP and Canadian License Co. entered into a Preferred Provider Agreement dated January 8, 2001, as amended by an Acknowledgement Regarding Telesat Preferred Provider Agreement (the " Acknowledgement" ) dated as of May 11, 2005 between Telesat Canada, MSV LP, TerreStar Networks Inc. (" Terrestar" )and Canadian License Co. (together, the " Telesat PPA" ).

The Acknowledgement also established a separate preferred provider relationship between Telesat, Terrestar and TerreStar Canadian License Co., now Terrestar Networks (Canada) Inc. (" TerreStar Canada" ).

The parties wish to amend and restate the provisions of the Telesat PPA as provided herein among Telesat, MSV LP and Canadian License Co.

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:

SECTION 1

1.1 From and after closing of the transactions contemplated by Section 1 of the Investment Agreement dated as of January 8, 2001 among TMI Communications and Company, Limited Partnership, Mobile Satellite Ventures LLC (formerly named " Motient Satellite Ventures LLC" ), Motient Corporation and certain investors (" Closing" ), MSV LP and Canadian License Co. hereby grant preferred provider status to Telesat for any telemetry, tracking and control services and for any satellite procurement services, including without limitation, construction monitoring services, which may be required by MSV LP and Canadian License Co. (the " Subject Services" ), to the extent Telesat offers commercially competitive terms and conditions for the Subject Services as set forth in Section 2 of this Preferred Provider Agreement.

SECTION 2

2.1 From and after Closing, MSV LP and Canadian License Co. will offer Telesat the opportunity to submit proposals for the Subject Services as such Subject Services are to be procured. In the case of each such opportunity, MSV LP and Canadian License Co. will grant the contract for such Subject Services to Telesat to the extent the terms and conditions offered by Telesat are, taken as a whole, not materially less favorable to MSV LP and Canadian License Co. as those that could be obtained from ...