This excerpt taken from the DTV 8-K filed Apr 28, 2005.
Prior LLC Agreement); and
WHEREAS, immediately prior to the effectiveness of this Agreement, the DTVG Sub conveyed to SkyTerra a 50% LLC Interest in the LLC;
WHEREAS, the Members desire to amend and restate the Prior LLC Agreement as more fully set forth below; and
WHEREAS, following the closing of the transactions contemplated by the Contribution Agreement, SkyTerra may create a wholly owned subsidiary and assign its rights and obligations hereunder to such subsidiary (the Drop Down);
NOW, THEREFORE, in consideration of the foregoing, and of the covenants and agreements hereinafter set forth, it is hereby agreed as follows: