Attachment Exhibit E revised

This document pretains to SES-ASG-20031218-01833 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2003121801833_353328

FCC Form 312 Schedule A Question A20 Exhibit E EXHIBIT E OWNERSHIP STRUCTURE OF ASSIGNEE The assignee, South Dakota Television License Sub, L.L.C. (“License Sub”), is affiliated with The Wicks Group of Companies, L.L.C. (“The Wicks Group”), a Delaware limited liability company. The Wicks Group is a New York-based private equity firm that invests in selected segments of the communications, information and media industries. The Wicks Group currently owns or has owned various companies in the following industries: radio broadcasting; television broadcasting; educational publishing; magazine publishing; outdoor advertising; newsletter publishing; and cable television distribution. License Sub and South Dakota Television, L.L.C. (“SDTV”) are both Delaware limited liability companies. SDTV, the sole member of License Sub, is a wholly-owned subsidiary of North Dakota Holdings, L.L.C. (“ND Holdings”), a Delaware limited liability company. ND Holdings is the sole member of SDTV. The following individuals serve as officers of License Sub and SDTV: Matthew E. Gormly III, Daniel M. Kortick, Robert Gluck, and Daniel L. Black. ND Holdings. The members of ND Holdings consist of Wicks Television, L.L.C. (“Wicks TV”), J.P. Morgan Partners (BHCA), L.P. (“JP Morgan”), Robert Gluck, and Halyard Capital Fund, L.P. (“Halyard”).1 The ownership and voting interests of ND Holdings are as follows: Wicks TV holds a 79.12% voting interest and 69.68% of the equity; JP Morgan holds a 19.30% voting interest and 17.00% of the equity; Robert Gluck holds a 1.58% voting interest and 1.34% of the equity; and Halyard is a non-attributable non-voting member with 11.98% of the equity. Halyard’s equity interest is convertible to a voting interest if, and only if, the conversion complies with the Communications Act of 1934, as amended, as well as the FCC’s rules and policies (and is subject to any necessary prior FCC approval). The members of ND Holdings’ governing board are Craig B. Klosk, Matthew E. Gormly III, Daniel M. Kortick, Peter G. Smith,2 Carter F. Bales, Ryan Anderson, and Robert Gluck. Wicks TV. Wicks TV is a Delaware limited liability company with two members: Wicks Communications & Media Partners, L.P. (“Wicks Communications”) and Wicks Parallel (Limited) Partnership I, L.P. (“Wicks Parallel”). Both Wicks Communications and Wicks Parallel are Delaware limited partnerships whose sole general partner, with a 5% equity interest in each company, is Wicks Capital Management, L.P. (“Wicks Capital”). All of the limited partners in Wicks Communications and 1 Halyard, through a series of intermediaries, is a wholly-owned subsidiary of the Bank of Montreal, which is a Canadian-owned entity. 2 Peter G. Smith is a Canadian citizen. 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E Wicks Parallel are insulated from any involvement in or control of the media activities of the respective limited partnership pursuant to the FCC-prescribed criteria.3 Wicks Communications has 61 insulated limited partners, which include limited liability companies, general partnerships, limited partnerships, trusts, corporations, pension plans, and 14 individuals. Wicks Parallel has 13 insulated limited partners, eight of whom are individuals, one of which is a limited partnership, one of which is a general partnership, one of which is a limited liability company, and two of which are trusts. Wicks Capital is a Delaware limited partnership whose sole general partner is Wicks Apex, which holds a 1% equity interest. Wicks Capital also has eight limited partners, who collectively hold 99% of its equity and who are insulated in accordance with the Commission’s prescribed criteria from any involvement in or control of Wicks Capital’s media investments in their capacity as limited partners. However, one of the limited partners, Edgar R. Berner, holds attributable interests either directly or indirectly in Wicks TV. Specifically, Mr. Berner holds a 10.7695% ownership interest in Wicks Capital and also is an officer, director, and shareholder of Wicks Apex. The following individuals (who are also officers, directors, and shareholders of Wicks Apex) hold ownership interests in insulated limited liability companies (“LLCs”) which are limited partners of Wicks Capital. Their interests are as follows: Carter F. Bales is the managing member and holds an 85% LLC interest in a 19.387% limited partner; Craig B. Klosk holds a 59.3361% LLC interest in another 19.387% limited partner; Peter G. Smith holds an 16.8694% LLC interest in a 19.387% limited partner; and Matthew E. Gormly III holds a 16.67% LLC interest in another 19.387% limited partner.4 JP Morgan. JP Morgan is a Delaware limited partnership. Its sole general partner is JPMP Master Fund Manager, L.P. (“Master Fund”), which also is a Delaware limited partnership. Master Fund holds 100% of the voting rights of JP Morgan and 20% of its equity. JP Morgan also has a limited partner, Chatham Ventures, Inc. (“Chatham”), a New York corporation which holds 80% of its equity. 3 The insulated limited partners in Wicks Communications and Wicks Parallel collectively hold an 11.10% alien ownership interest in License Sub. In addition, Wicks Communications and Wicks Parallel are parties to a management agreement with The Wicks Group, which is owned by the shareholders of Wicks Apex, Inc. (“Wicks Apex”) in the same percentage as their ownership in Wicks Apex. 4 Family members of Messrs. Klosk and Smith also hold LLC interests and are beneficiaries of trusts that hold LLC interests. Other than Peter Smith, the only Smith family member who is not a U.S. citizen is his spouse, Janis L. Smith, who also is a Canadian citizen. Ms. Smith holds a 16.8694% LLC interest in a 19.387% limited partner of Wicks Capital. Family members of Mr. Bales are beneficiaries of trusts that hold LLC interests. 2 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E The sole general partner of Master Fund is JPMP Capital Corp. (“JPMP Capital”), a New York corporation. JPMP Capital controls 100% of the vote of Master Fund and holds 25% of its equity. The remaining 75% equity interest in Master Fund is held by a limited partner, with four individuals (Jeffrey C. Walker, Michael J. Blutt, Arnold L. Chavkin, and John M.B. O’Conner) holding at least 5%. The limited partner is insulated from any involvement in or control of Master Fund’s media investments pursuant to the Commission-prescribed insulation criteria. Both Chatham and JPMP Capital are wholly-owned subsidiaries of J.P. Morgan Chase & Co.5 J.P. Morgan Chase & Co. is a publicly-traded Delaware corporation. No person or entity holds 10% or more of its outstanding stock. 5 No more than 10% of the outstanding voting stock of J.P. Morgan Chase & Co. is foreign-owned. For purposes of calculating the assignee’s foreign ownership, JP Morgan has requested that the assignee represent its foreign ownership as 9.9%. 3 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E Parties to the Application. (1) Name and address of each party to (2) Citizenship. the application holding an (3) Positional Interest: attributable interest (if other than Officer, director, general individual also show name, address partner, limited partner, and citizenship of natural person LLC member, authorized to vote the stock or investor/creditor holding the attributable interest). attributable under the List the assignor first, officers next, Commission's equity/debt then directors and, thereafter, plus standard., etc. remaining stockholders and other (4) Percentage of votes. entities with attributable interests, (5) Percentage of total assets and partners. (debt plus equity) (1) (2) (3) (4) (5) South Dakota Television U.S. Assignee License Sub, L.L.C.6 405 Park Ave., Suite 702 New York, NY 10022-4405 South Dakota Television, L.L.C. U.S. Member 100% 100% 405 Park Ave., Suite 702 New York, NY 10022-4405 Matthew E. Gormly III U.S. Vice President/ 0% 0% 405 Park Ave., Suite 702 Treasurer New York, NY 10022-4405 Daniel M. Kortick U.S. Vice President/ 0% 0% 405 Park Ave., Suite 702 Secretary New York, NY 10022-4405 Robert Gluck U.S. President/CEO 0% 0% 405 Park Ave., Suite 702 New York, NY 10022-4405 Daniel L. Black U.S. Vice President, Assist. 0% 0% 405 Park Ave., Suite 702 Treasurer, & Assist. New York, NY 10022-4405 Secretary 6 The voting and ownership percentages reflected herein represent the composition of the assignee upon consummation of the proposed assignment. 4 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E (1) (2) (3) (4) (5) South Dakota Television, L.L.C. U.S. 405 Park Ave., Suite 702 New York, NY 10022-4405 North Dakota Holdings, L.L.C. U.S. Member 100% 100% 405 Park Ave., Suite 702 New York, NY 10022-4405 Matthew E. Gormly III U.S. Vice President/ 0% 0% 405 Park Ave., Suite 702 Treasurer New York, NY 10022-4405 Daniel M. Kortick U.S. Vice President/ 0% 0% 405 Park Ave., Suite 702 Secretary New York, NY 10022-4405 Robert Gluck U.S. President/CEO 0% 0% 405 Park Ave., Suite 702 New York, NY 10022-4405 Daniel L. Black U.S. Vice President, Assist. 0% 0% 405 Park Ave., Suite 702 Treasurer, & Assist. New York, NY 10022-4405 Secretary 5 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E (1) (2) (3) (4) (5) North Dakota Holdings, L.L.C. U.S. 405 Park Ave., Suite 702 New York, NY 10022-4405 Wicks Television, L.L.C. U.S. Member 79.12% 69.68% 405 Park Ave., Suite 702 New York, NY 10022-4405 J.P. Morgan Partners (BHCA), U.S. Member 19.30% 17.00% L.P. 1221 Avenue of the Americas 39th Floor New York, NY 10022-1080 Craig B. Klosk U.S. Board Member 0% 0% 405 Park Ave., Suite 702 New York, NY 10022-4405 Matthew E. Gormly III U.S. Chairman of the 0% 0% 405 Park Ave., Suite 702 Board/Vice President New York, NY 10022-4405 Daniel M. Kortick U.S. Vice President/ 0% 0% 405 Park Ave., Suite 702 Secretary/Board New York, NY 10022-4405 Member Peter G. Smith Canada Board Member 0% 0% 405 Park Ave., Suite 702 New York, NY 10022-4405 Carter F. Bales U.S. Board Member 0% 0% 405 Park Ave., Suite 702 New York, NY 10022-4405 Ryan Anderson U.S. Board Member 0% 0% 1221 Avenue of the Americas 39th Floor New York, NY 10022-1080 Robert Gluck U.S. President/CEO/Board 1.58% 1.39% 405 Park Ave., Suite 702 Member New York, NY 10022-4405 6 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E (1) (2) (3) (4) (5) Wicks Television, L.L.C. U.S. 405 Park Ave., Suite 702 New York, NY 10022-4405 Wicks Communications & Media U.S. Member/Manager 97.46% 97.46% Partners, L.P. 405 Park Ave., Suite 702 New York, NY 10022-4405 Wicks Parallel (Limited) U.S. Member 2.54% 2.54% Partnership I, L.P. 405 Park Ave., Suite 702 New York, NY 10022-4405 Matthew E. Gormly III U.S. President 0% 0% 405 Park Ave., Suite 702 New York, NY 10022-4405 Daniel M. Kortick U.S. Vice President/ 0% 0% 405 Park Ave., Suite 702 Secretary New York, NY 10022-4405 0% E. Sue Cho U.S. Vice President/ 0% 405 Park Ave., Suite 702 Treasurer New York, NY 10022-4405 7 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E (1) (2) (3) (4) (5) Wicks Communications & Media U.S. Partners, L.P. 405 Park Ave., Suite 702 New York, NY 10022-4405 Wicks Capital Management L.P. U.S. General Partner 100% 5% 405 Park Ave., Suite 702 New York, NY 10022-4405 (1) (2) (3) (4) (5) Wicks Parallel (Limited) U.S. Partnership I, L.P. 405 Park Ave., Suite 702 New York, NY 10022-4405 Wicks Capital Management, L.P. U.S. General Partner 100% 5% 405 Park Avenue, Suite 702 New York, NY 10022-4405 (1) (2) (3) (4) (5) Wicks Capital Management, L.P. U.S. 405 Park Avenue, Suite 702 New York, NY 10022-4405 Wicks Apex, Inc. U.S. General Partner 100% 1% 405 Park Avenue, Suite 702 New York, NY 10022-4405 8 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E (1) (2) (3) (4) (5) Wicks Apex, Inc. U.S. 405 Park Ave., Suite 702 New York, NY 10022-4405 Carter F. Bales U.S. Managing Director and 20% 20% 405 Park Ave., Suite 702 Co-President New York, NY 10022-4405 Edgar R. Berner U.S. Managing Director, Co- 20% 20% 405 Park Ave., Suit 702 President and Secretary New York, NY 10022-4405 Matthew E. Gormly III U.S. Managing Director, Co- 20% 20% 405 Park Ave., Suite 702 President and Assistant New York, NY 10022-4405 Treasurer Craig B. Klosk U.S. Managing Director, 20% 20% 405 Park Ave., Suite 702 Vice-President and New York, NY 10022-4405 Assistant Secretary Peter G. Smith Canada Managing Director, 20% 20% 405 Park Ave., Suite 702 Vice President, New York, NY 10022-4405 Treasurer 9 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E (1) (2) (3) (4) (5) J.P. Morgan Partners (BHCA), U.S. L.P.7 1221 Avenue of the Americas 39th Floor New York, NY 10022-1080 JPMP Master Fund Manager, L.P. U.S. General Partner 100% 20% 1221 Avenue of the Americas 39th Floor New York, NY 10022-1080 Chatham Ventures, Inc.* U.S. Limited Partner 0% 80% 380 Madison Avenue New York, NY 10017 (1) (2) (3) (4) (5) JPMP Master Fund Manager, L.P. U.S. 1221 Avenue of the Americas 39th Floor New York, NY 10022-1080 JPMP Capital Corp.* U.S. General Partner 100% 25% 1221 Avenue of the Americas 39th Floor New York, NY 10022-1080 7 JP Morgan has provided the ownership information contained in these tables. 10 1705640 v2; 10K2W02!.DOC FORM 312

FCC Form 312 Schedule A Question A20 Exhibit E (1) (2) (3) (4) (5) Chatham Ventures, Inc. U.S. 380 Madison Avenue New York, NY 10017 J.P. Morgan Chase & Co.*8 U.S. Stockholder 100% 100% 270 Park Avenue New York, NY 10017 (1) (2) (3) (4) (5) JPMP Capital Corp.* U.S. 1221 Avenue of the Americas 39th Floor New York, NY 10022-1080 J.P. Morgan Chase & Co.* U.S. Stockholder 100% 100% 270 Park Avenue New York, NY 10017 * J.P. Morgan and JPMP Master Fund Manager, L.P. have no officers and directors. Chatham Ventures, Inc. and JPMP Capital Corp. share officers and directors with J.P. Morgan Chase & Co. J.P. Morgan Chase & Co. is a publicly-traded Delaware corporation. No person or entity owns 5% or more of its outstanding stock. The list of officers and directors of J.P. Morgan Chase & Co. is extensive. All of the directors are U.S. citizens. 8 As stated above, not more than 10% of J.P. Morgan Chase & Co.’s outstanding voting stock is foreign- owned. 11 1705640 v2; 10K2W02!.DOC FORM 312


Document Created: 2004-01-20 16:01:59
Document Modified: 2004-01-20 16:01:59
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