Attachment pro forma

pro forma

LETTER submitted by Pegasus

pro forma

2008-10-15

This document pretains to SAT-AMD-20080118-00029 for Amended Filing on a Satellite Space Stations filing.

IBFS_SATAMD2008011800029_674998

p|| Sh”“l ORIGINAL Pillsbury Winthrop Shaw Pittman LLP 2300 N Street, NW | Washington, DC 20037—1122 | tel 202.663.8000 | fax 202.663.8007 Tony Lin tel 202.663.8452 tony.lin@pillsburylaw.com October 15, 2008 ia Courier I\V/Iarlel(l)e H. Dortch FILED/ACCEPTED Federal Communications Commission 445 12th Street, S.W. OCT 15 2008 Washington, D.C. 20554 Fede'a‘cflmmumcaums iCE Of the secre(z;’r'y"mbsion Re: Pegasus Development DBS Corporation See File Nos. listed in Exhibit A Dear Ms. Dortch: Pursuant to 47 C.F.R. § 1.65, Pegasus Development DBS Corporation ("Pegasus"), the applicant of the FCC applications listed in Exhibit A, hereby submits this letter notifying the Commission of the pro forma change in ownership of Pegasus. On October 7, 2008, several companies in the corporate ownership structure between Pegasus and its ultimate owner, Marshall W. Pagon, were merged or dissolved for business or tax reasons. Mr. Pagon continues to retain ultimate ownership and control of Pegasus. Attached as Exhibit B is the updated ownership information, which supersedes Pegasus‘ original response to question 40 of the applications listed in Exhibit A. Very truly yours, % . Jacobs Tony Lin www.pillsburylaw.com 400959264v1

EXHIBIT A File Nos. SAT—LOA—20060412—00042 (S2698) SAT—LOA—20060412—90043 (82699) SAT—AMD—20080114—00025 (S2698) SAT—AMD—20080114—00024 (S2699) SAT—AMD—20080118—00029 (S2698) SAT—LOA—20060412—00044 (S2700) SAT—AMD—20080114—00023 (S2700)

EXHIBIT B

Response to Question 40 Ownership Information Pegasus Development DBS Corporation ("Pegasus DBS") is a Delaware corporation, which is a wholly owned subsidiary of Pegasus Development Corporation ("PDC"), a Delaware corporation located c/o Pegasus Communications Management Company, 225 City Line Avenue, Suite 100, Bala Cyawyd, Pennsylvania 19004. PDC is wholly owned by Xanadoo Company (formerly known as Pegasus Communications Corporation) ("Xanadoo"), a Delaware corporation located c/o Pegasus Communications Management Company, 225 City Line Avenue, Suite 100, Bala Cyawyd, Pennsylvania 19004. Xanadoo is a public company. Class A Common Stock representing approximately 38% of the voting rights of Xanadoo is held by public shareholders.‘ In addition, the Class B Common Stock, representing 60.96% of the voting interest in Xanadoo, is controlled by Marshall W. Pagon, either directly or indirectly through his control of various companies. Specifically, the following entities owned or controlled by Mr. Pagon hold the following interests in Xanadoo: 1. Pegasus Capital Holdings, LLC holds Class B Common Stock representing approximately 38.52% of the voting rights in Xanadoo. 2. BDI Associates, LLC holds Class B Common Stock representing approximately 11.34% of the voting rights in Xanadoo. 3. Pegasus PCS Partners, LP holds Class B Common Stock representing approximately 4.39% of the voting rights in Xanadoo. 4. Pegasus Broadcast Holdings, LP holds Class B Common Stock representing approximately 4.52% of the voting rights in Xanadoo. 5. Marshall W. Pagon holds Class B Common Stock representing approximately 1.59% of the voting rights in Xanadoo. ! Some officers and directors of Xanadoo may hold Class A stock. Among these are Marshall W. Pagon whose interests are already attributable and described herein. To the extent that other individuals hold such stock, all hold less than 5% of the voting interest in Xanadoo. In addition, an institutional investor, Peninsula Capital Advisors, LLC, and its related company Peninsula Investment Partners, L.P., hold approximately 77% of the Xanadoo Class A Common stock, which represents approximately 30.4% of the voting interest of Xanadoo and approximately 66.5% of the equity of the company. No single person or entity holds greater than 33% of Peninsula Partners, or Peninsula Capital Advisors, LLC, such that a single person or entity has an attributable 10% or greater voting interest in the Applicant indirectly through Peninsula Partners or Peninsula Capital Advisors, LLC. The entities are located at 404B East Main Street, Charlottesville, VA 22902.

6. BDI Holdings, LP holds Class B Common Stock representing approximately 0.60% of the voting rights in Xanadoo. Thus, through his ownership and control of these companies, Marshall W. Pagon continues to hold at least 60.96% of the voting stock of Xanadoo, and has actual control of that corporation. The ownership of these entities is detailed further below. Pegasus Capital Holdings, LLC is a Delaware limited liability company and Marshall W. Pagon is its sole Managing Member. The only other members of Pegasus Capital Holdings, LLC are Pegasus PCS Partners, LP, and BDI Associates, LLC, which are also controlled by Marshall W. Pagon, either directly or indirectly, and are detailed below. BDI Associates, LLC has three members: Marshall W. Pagon Irrevocable Trust (the sole managing member), Howard E. Verlin (included below), and BDI Holdings, LP. In turn, BDI Holdings, LP has three partners: general partner BDI Enterprises, Ltd. with 1% of the total interest; limited partner Marshall W. Pagon with 92.7% of the total interest; and limited partner Marshall W. Pagon Irrevocable Trust with 6.3% of the total interest. In turn, BDI Enterprises, Ltd. is wholly owned by Marshall W. Pagon. Pegasus PCS Partners, LP, is a limited partnership. BDI Associates, LLC is its sole general partner and a limited partner, holding a 55% interest in Pegasus PCS Partners, LP. PDC is the other limited partner, holding the remaining 45% interest. Pegasus Broadcast Holdings, LP is a limited partnership. Its sole general partner (holding 1% of the total interest) is Pegasus Broadcast Associates, Ltd, which is wholly owned by Marshall W. Pagon. Pegasus Capital Holdings, LLC, detailed above, also holds a 66% limited partnership interest in Pegasus Broadcast Holdings, LP.

Officers and Directors The officers and directors of the corporate entities discussed above are listed below. The officers and directors of Xanadoo Company, each of whom is a U.S. citizen, are as follows: Marshall W. Pagon Michael B. Jordan Howard E. Verlin 520 N. Rose Lane 247 East Gravers Lane 922 Spruce Street Haverford, PA 19041 Philadelphia, PA 19118 Philadelphia, PA 19107 Director, Chairman, President, Assistant Secretary Director, Executive V.P. and Chief Executive Officer Scott A. Blank Cheryl Crate Rory J. Lindgren 111 Cherry Lane 1600 S. Eads Street, Apt 733N 26 Settlers Drive Wynnewood, PA 19096 Arlington, VA 22202 Doylestown, PA 18401 Senior VP of Legal and Vice President Corporate COO, Director Corporate Affairs, General _ Communications and Counsel and Secretary Government Relations Mary C. Metzger Robert Slezak 120 East End Avenue, Apt. 9520 N. 102 Street, 4A, New York, NY 10028 Omaha, Nebraska 68122 Director Director The officers and directors of Pegasus Broadcast Associates, Ltd., each of whom is a U.S. citizen, are as follows: Marshall W. Pagon Howard E. Verlin Michael B. Jordan 520 N. Rose Lane 922 Spruce Street 247 East Gravers Lane Haverford, PA 19041 Philadelphia, PA 19107 Philadelphia, PA 19118 Sole Director, Chairman, Executive Vice President Assistant Secretary President, and Chief Executive Officer The officers and directors of BDI Enterprises, Ltd. each of whom is a U.S. citizen, are as follows: Marshall W. Pagon Howard E. Verlin Michael B. Jordan 520 N. Rose Lane 922 Spruce Street 247 East Gravers Lane Haverford, PA 19041 Philadelphia, PA 19107 Philadelphia, PA 19118 Sole Director, Chairman, Executive Vice President Assistant Secretary President, and Chief Executive Officer

The officers and directors of Pegasus Development Corporation, each of whom is a U.S. citizen, are as follows: Marshall W. Pagon Scott A. Blank Michael B. Jordan 520 N. Rose Lane 111 Cherry Lane 247 East Gravers Lane Haverford, PA 19041 Wynnewood, PA 19096 Philadelphia, PA 19118 Sole Director, Chairman, and Senior VP of Legal and Assistant Secretary Chief Executive Officer Corporate Affairs, General Counsel and Secretary Howard E. Verlin 922 Spruce St Philadelphia, PA 19107 Executive Vice President The officers and directors of Pegasus Development DBS Corporation, each of whom is a U.S. citizen, are as follows: Marshall W. Pagon Scott A. Blank Michael B. Jordan 520 N. Rose Lane 111 Cherry Lane 247 East Gravers Lane Haverford, PA 19041 Wynnewood, PA 19096 Philadelphia, PA 19118 Sole Director, Chairman, and Senior VP of Legal and Assistant Secretary Chief Executive Officer Corporate Affairs, General Counsel and Secretary Howard E. Verlin 922 Spruce St Philadelphia, PA 19107 Executive Vice President

Marshall W. Pagon (individually and through various intermediaries described above) 61% Xanadoo Company (formerly Pegasus Communications Corporation) 100% Pegasus Development Corporation 100% Pegasus Development DBS Corporation

CERTIFICATE OF SERVICE I, Renee Williams, hereby certify that on this 15th day of October 2008 I served a true copy of the foregoing by first—class United States mail, postage prepaid, upon the following: Andrea Kelly William M. Wiltshire Chief, Policy Branch of the Satellite Michael D. Nilsson Division Harris, Wiltshire & Grannis LLP Federal Communications Commission 1200 18th Street, N.W. 445 12th Street, S.W. Washington, D.C. 20036 Washington, D.C. 20554 Counselfor DIRECTYVEnterprises, LLC Susan H. Crandall Nancy J. Eskenazi Intelsat Corporation Vice President & Assoc. General Counsel 3400 International Drive, N.W. SES Americom, Inc. Washington, D.C. 20008—3006 Four Research Way Princeton, NJ 08540 Scott Gibson Pantelis Michalopoulos Vice President & General Counsel Steptoe & Johnson LLP Ciel Satellite Limited Partnership 1330 Connecticut Avenue, NW. Suite 104, 240 Terence Matthews Washington, D.C. 20036 Crescent Kanata, Ontario, Counselfor EchoStar Satellite Operating Canada K2M 2C4 L.L.C. Sbuu plhans ReneéWilliarns *By Hand Delivery


Document Created: 2008-10-24 14:49:07
Document Modified: 2008-10-24 14:49:07
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