Attachment Exhibit E

This document pretains to SAT-T/C-20101223-00267 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2010122300267_858124

                                                                               FCC Form 312
                                                        Response to Question A20 (Schedule A)

                                            EXHIBIT E
                                     Ownership Information


       Attachments 1, 2, and 3 of this Exhibit depict, respectively, (i) the pre-Chapter 11

ownership structure (the “Pre-Chapter 11 Ownership Structure”) of TerreStar Networks Inc.

(“TSN”) and TerreStar License Inc. (“TSL”), (ii) the current ownership of TerreStar Networks

Inc., Debtor-in-Possession (“TSN DIP”), and TerreStar License Inc., Debtor-in-Possession

(“TSL DIP”) and (iii) the ownership structure of TerreStar Networks Inc., as reorganized

pursuant to its plan of reorganization (“New TSN”) and TerreStar License Inc., as reorganized

pursuant to its plan of reorganization (“New TSL”), that will exist upon implementation of their

proposed plan of reorganization (“Plan”).


       As indicated in Attachments 1 and 2, TerreStar Corporation, a Delaware corporation,

currently indirectly holds 89% of the outstanding equity in TSN DIP. TSL DIP is a wholly

owned subsidiary of TSN DIP. At the time of consummation of the Plan, TerreStar

Corporation’s indirect interest in TSN DIP will be cancelled.


       Upon consummation of the Plan, as shown in Attachment 3, EchoStar Corporation

(“EchoStar”) will be by far the largest shareholder in New TSN.1 The Applicants anticipate that



       1
          As explained in Exhibit F, under the Plan, all of the equity held in TSN DIP will be
cancelled, and new common stock (“Common Stock”) of Reorganized TSN will be issued to
certain creditors of TSN DIP and its affiliates (collectively, the “TerreStar Companies”). In
addition, many of such creditors will be eligible to participate in a $125 million rights (“Rights”)
offering for preferred stock (“Preferred Stock”) in Reorganized TSN in accordance with the Plan,
and EchoStar will be able to exercise its right to purchase up to an additional $25 million of
Preferred Stock at the conclusion of the initial Rights offering (“Overallotment Right”) (the
Rights offering and the Overallotment Right collectively being the “Capital Infusion”). The
TerreStar Companies’ outstanding debt continues to trade, and it is not possible to determine at
this date the relative participation of the TerreStar Companies’ creditors in the Capital Infusion.


Exhibit E
Page 2 of 3
EchoStar will hold more than 50% of the equity and voting interests in New TSN. New TSN, in

turn, will wholly own and control New TSL. EchoStar is controlled by Mr. Charles W. Ergen,

Chairman of its Board of Directors. Directly or indirectly through trusts, Mr. Ergen holds shares

representing 56.4% of the equity interest (assuming conversion of all shares of outstanding Class

B Common Stock into Class A Common Stock) and 92.7% of the voting interest in the

company.2 The address for EchoStar and Mr. Ergen is 100 Inverness Terrace East, Englewood,

Colorado. EchoStar’s primary business is the creation of hardware and service solutions for

cable, telecommunications, IPTV and satellite television companies worldwide as well as the

delivery of satellite services.


        To the extent known, the identity of the directors of New TSN and New TSL will be

identified in a supplemental filing with the United States Bankruptcy Court for the Southern

District of New York that is currently expected to be filed by mid to late January 2011.3 The

Applicants will provide the Commission with a list of officers and directors of New TSN and

New TSL once those directors and officers are known.




As a result, the Applicants cannot determine at this time the exact voting percentage that
EchoStar and other entities will hold in New TSN upon the effective date of the Plan. The
Applicants will update this Application by amendment promptly once this information is known.
        2
          A portion of Mr. Ergen’s interest in EchoStar is held in Grantor Retained Asset Trusts
(“GRATs”). The trustee for the GRATs is Mr. William R. Gouger, a U.S. citizen; manager of the
estate planning and management services firm of SC Management, LLC; and located at 400
Inverness Parkway, Suite 250, Englewood, Colorado 80112. In his capacity as trustee, Mr.
Gouger holds shares representing 22.2% of the equity interest (assuming conversion of all shares
of outstanding Class B Common Stock into Class A Common Stock) and 36.7% of the voting
interest in the company.
        3
          See In re TerreStar Networks Inc., Case No. 10-15446 (SHL) (SDNY Oct. 19, 2010).

                                                2


Exhibit E
Page 3 of 3



                              LIST OF ATTACHMENTS

Attachment 1: Pre-Chapter 11 Ownership Structure
Attachment 2: Debtor-in-Possession Ownership Structure
Attachment 3: Proposed Post-Emergence Ownership Structure




                                           3


                                                                           Attachment 1
                                                                 Pre-Chapter 11 Ownership Structure


                                                                                                                              Charles Ergen
                                                                                                                              (U.S. Citizen)

                                                                                                                                      Indirect voting control

        LightSquared,
          g q       , Inc.                                Harbinger
                                                                g Capital
                                                                      p    Partners Funds*                                 EchoStar Corporation
                                                                                                                                       p                                      <10%
            (Delaware)                                     (Cayman Islands and Delaware)                                        (Nevada)                                 interest holders

                             General Partner                                  25.0% equity                                           21.55% voting/16.41% equity
                                                                                                                                                                       50.2% voting/ 47.59% equity

                                               LightSquared LP                                                            TerreStar Corporation
                                                  (Delaware)                                                                   (Delaware)


                                                10.7% equity/voting                                                                             100% equity/voting

                                                                                                                           MVH Holdings Inc.
                                                                                                                              (Delaware)

                                                                                                                                                  100% equity/voting

                                                                                                                   Motient Ventures Holding Inc.
             FCC Authorizations                                                                                               (Delaware)

1. S2633 (2 GHz MSS LOI)
2. E090061 (Calibration Earth Stations)                                                             89.3% equity/voting
3. ITC2142010051300194 (International 214)
                                                                                TerreStar Networks Inc.
4. ITC2142010051300195 (International 214)
                                                                                      (Delaware)
5. E070098 (FSS Earth Stations)
6. E060430 (MET/ATC)                                                                              100% equity/voting
                                                                                                                                               * These funds consist of Harbinger Capital
                                                                                  TerreStar License Inc.                                       Partners Master Fund I, Ltd., Harbinger
                                                                                      (Delaware)                                               Capital Partners Special Situations Fund,
                                                                                                                                               L.P., and Credit Distressed Blue Line
                                                                                                                                               Master Fund, Ltd.


                                                                          Attachment 2
                                                             Debtor-in-Possession Ownership Structure


                                                                                                                               Charles Ergen
                                                                                                                              (U.S. Citizen)

                                                                                                                                       Indirect voting control

         LightSquared, Inc.                                Harbinger
                                                                 g Capital
                                                                       p    Partners Funds**                               EchoStar Corporation
                                                                                                                                       p                                       <10%
             (Delaware)                                      (Cayman Islands and Delaware)                                       (Nevada)                                 interest holders

                              General Partner                                   25.0% equity                                          21.55% voting/16.41% equity
                                                                                                                                                                        50.2% voting/ 47.59% equity

                                                LightSquared LP                                                            TerreStar Corporation
                                                   (Delaware)                                                                   ((Delaware))


                                                 10.7% equity/voting                                                                               100% equity/voting

                                                                                                                 MVH Holdings Inc., Debtor‐in‐Possession
                                                                                                                              (Delaware)
            FCC Authorizations
                                                                                                                                                    100% equity/voting

1. S2633 (2 GHz MSS LOI)                                                                                   Motient Ventures Holding Inc., Debtor‐in‐Possession
                                                                                                                              (Delaware)
2. E090061 (Calibration Earth Stations)
3. ITC2142010051300194 (International 214)
4 ITC2142010051300195 (International 214)
4.                                                                                                   89 3% equity/voting
                                                                                                     89.3%    it / ti

5. E070098 (FSS Earth Stations)
                                                                        TerreStar Networks Inc., Debtor‐in‐Possession
6. E060430 (MET/ATC)                                                                    (Delaware)


                                                                                                     100% equity/voting
                                                                                                                                            ** These funds consist of Harbinger
                                                                         TerreStar License Inc., Debtor‐in‐Possession                       Capital Partners Master Fund I, Ltd.,
                                                                                        (Delaware)                                          Harbinger Capital Partners Special
                                                                                                                                            Situations Fund, L.P., and Credit Distressed
                                                                                                                                            Blue Line Master Fund, Ltd.


                                                     Attachment 3
                                      Proposed Post-Emergence Ownership Structure



                            Charles Ergen
                                (USA)


                                    Indirect voting control

                                                                                                 <10% Equity Holders
                         EchoStar Corporation
                              (Nevada)

                                    > 50% equity/voting                                                     < 50% equity/voting




  FCC Authorizations                                          TerreStar Networks Inc.
                                                                    (Delaware)
1. S2633
2. E090061                                                                  100% equity/voting
3. ITC2142010051300194                                         TerreStar License Inc.
4. ITC2142010051300195                                              (Delaware)
5. E070098
6. E060430



Document Created: 2010-12-23 18:12:40
Document Modified: 2010-12-23 18:12:40

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