Attachment Attachment 1

This document pretains to ITC-ASG-20120524-00140 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2012052400140_953062

                                                                  LightSquared Subsidiary LLC
                                                                             FCC Form 214TC
                                         ATTACHMENT 1

                Pursuant to Section 214 of the Communications Act of 1934, as amended (the
“Act”), and Section 63.24 of the Commission’s rules, 47 C.F.R. § 63.24, LightSquared
Subsidiary LLC (“LightSquared” or the “Applicant”) notifies the Commission of the pro forma
transfer of control of LightSquared in connection with a recently commenced bankruptcy
proceeding.

Answer to Question 10

                The Applicant requests that all Commission communications in connection with
the instant application be directed to:

                  Jeffrey J. Carlisle
                  Executive Vice President, Regulatory Affairs and Public Policy
                  LIGHTSQUARED SUBSIDIARY LLC
                  10802 Parkridge Boulevard
                  Reston, VA 20101
                  (703) 390-2001 (telephone)

with a copy to:

                  John P. Janka
                  LATHAM & WATKINS LLP
                  555 Eleventh Street, N.W., Suite 1000
                  Washington, D.C. 20004
                  (202) 637-2200 (telephone)
                  (202) 637-2201 (facsimile)
                  john.janka@lw.com

Answer to Question 11

1.     LightSquared Subsidiary LLC, the applicant, is a Delaware limited liability company
       that is the licensee.

2.     LightSquared Subsidiary LLC is a wholly-owned subsidiary of LightSquared LP, a
       Delaware limited partnership. The following entities hold ownership interests in
       LightSquared LP of ten percent or greater:

       a)         LightSquared Investors Holdings Inc. holds approximately 78 percent of the
                  ownership interests in LightSquared LP.

       b)         TMI Communications Delaware, Limited Partnership holds approximately 22
                  percent of the ownership interests in LightSquared LP.

       c)         LightSquared GP Inc. controls LightSquared LP as its General Partner.


                                                              LightSquared Subsidiary LLC
                                                                         FCC Form 214TC
3.    LightSquared Investors Holdings Inc. is a Delaware corporation and a wholly-owned
      subsidiary of LightSquared Inc.

4.    TMI Communications Delaware, Limited Partnership is a Delaware limited
      partnership. The following entities hold ownership interests in TMI Communications
      Delaware, Limited Partnership of ten percent or greater:

      a)     LightSquared Investors Holdings Inc. holds 100 percent of the ownership interests
             in TMI Communications Delaware, Limited Partnership.

      b)     SkyTerra Rollup Sub LLC controls TMI Communications Delaware, Limited
             Partnership as its General Partner.

5.    LightSquared GP Inc. is a Delaware corporation that serves as a holding company. The
      following entities hold ownership interests in LightSquared GP Inc. of ten percent or
      greater:

      a)     LightSquared Investors Holdings Inc. holds approximately 78 percent of the
             ownership interests in LightSquared GP Inc.

      b)     TMI Communications Delaware, Limited Partnership holds approximately 22
             percent of the ownership interests in LightSquared GP Inc.

6.    SkyTerra Rollup Sub LLC is a Delaware limited liability company and a wholly-owned
      subsidiary of SkyTerra Rollup LLC.

7.    SkyTerra Rollup LLC is a Delaware limited liability company and a wholly-owned
      subsidiary of LightSquared Inc.

8.    LightSquared Inc. is a Delaware corporation that manages the overall operations of the
      LightSquared corporate structure. Each of the other entities identified above is
      essentially a holding company for various assets connected to those operations.

9.    LightSquared Inc. and LightSquared LP can be contacted at the following address: 450
      Park Avenue, Suite 2201, New York, NY 10022. Each of the other entities identified
      above can be contacted at the following address: 10802 Parkridge Boulevard, Reston,
      VA 20191.

10.   LightSquared Inc. is owned and controlled by individuals and entities affiliated with
      HGW US Holding Company, L.P. (“Harbinger”). Extensive information about the
      ownership of Harbinger, including its foreign ownership, is on file with the Commission
      in IB Docket No. 08-184, as updated periodically. See, e.g., Letter from Henry Goldberg,
      Counsel to Harbinger, to FCC, IB Docket No. 08-184 (May 16, 2012); see also ULS File
      No. 0004339908. LightSquared incorporates this information by reference.




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                                                                 LightSquared Subsidiary LLC
                                                                            FCC Form 214TC
Answer to Question 13

               By this filing, LightSquared notifies the Commission of the pro forma transfer of
control of LightSquared in connection with a recently commenced bankruptcy case. This notice
is one of a number of pro forma submissions filed contemporaneously by LightSquared with the
Commission. A list of all Commission licenses and authorizations for which pro forma
submissions are being filed with the Commission is included as Appendix 1 to this Attachment.

                On May 14, 2012, LightSquared and certain of its affiliates (collectively, the
“Company”) filed petitions for relief under Chapter 11 of Title 11 of the United States Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New
York (the “Bankruptcy Court”). On May 15, 2012, the Bankruptcy Court entered an order
directing the joint administration for procedural purposes only of all of the LightSquared related
Chapter 11 cases. See In re LightSquared Inc., et al., Case No. 12-12080 (SCC) (the “Chapter
11 Cases”).

               The Company continues to operate its business and manage its properties as a
debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As the
Company is now operating subject to the supervision of the Bankruptcy Court, the filing of the
Chapter 11 Cases resulted in the pro forma transfer of control of LightSquared. Because the
Commission’s filing systems do not permit parties to change a licensee name to reflect its
debtor-in-possession status while notifying the Commission of a transfer of control, the instant
submission is being filed as a notice of the pro forma assignment of LightSquared’s Section 214
authorizations from LightSquared to LightSquared Subsidiary LLC, Debtor-in-Possession
(“LightSquared DIP”).

                Apart from the fact that LightSquared is now operating as a debtor in possession,
there has been no change to the ownership or control of LightSquared as a result of the pro forma
transfer of control for which notification is being provided. It is not anticipated that the
Company’s day-to-day operations or its service to customers will be impacted while it pursues
this restructuring. LightSquared will obtain all necessary consents from the Commission prior to
emerging from the Chapter 11 Cases. The Company anticipates that it will emerge from Chapter
11 better able to serve its customers.




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                                                              LightSquared Subsidiary LLC
                                                                         FCC Form 214TC



                    Appendix 1: Schedule of Licenses and Authorizations

Section 214 Authorizations

                Authorization Holder                    File Numbers
            LightSquared Subsidiary LLC      ITC-214-19950314-00022;
                                             ITC-214-19951215-00023
                                             Domestic interstate authority
                                             pursuant to 47 C.F.R. § 63.01(a).

Space Station Licenses

                                   Licensee              Call Signs
                         LightSquared Subsidiary LLC     S2358
                                                         AMSC-1

Transmit/Receive Earth Station Licenses

                         Licensee                Call Signs     Fixed/Mobile
               LightSquared Subsidiary LLC      E080030;        Fixed
                                                E080031;
                                                E930124;
                                                E100051
                                                E930367;        Mobile
                                                E980179

Wireless Licenses

              Licensee                   Call Signs                  Type of Facility
    LightSquared Subsidiary LLC     WQHL596                       Industrial/Business
                                                                  Pool, Conventional
                                    WQMN726                       Millimeter Wave
                                                                  70/80/90 GHz
    One Dot Six Corp. (Lessee)      WPYQ831 (L000007295)          1670-1675 MHz Band


Experimental License

                                   Licensee              Call Sign
                         LightSquared Subsidiary LLC     WF2XSA



Document Created: 2012-05-24 17:46:02
Document Modified: 2012-05-24 17:46:02

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