Attachment Exhibit F

This document pretains to SES-ASG-20101101-01416 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2010110101416_846669

                                                                          FCC Form 312
                                 Response to Questions 43 (Main Form) & A21 (Schedule A)
                                                                              Page 1 of 2

                                         EXHIBIT F

                Description of Application and Public Interest Statement


       Pursuant to Section 25.119 of the Commission’s rules, 47 C.F.R. § 25.119, TerreStar

Networks Inc. (“TerreStar”) seeks Commission consent to the pro forma assignment of its

earth station licenses and 2 GHz mobile satellite service (“MSS”) spectrum reservation

authorization to TerreStar Networks Inc., Debtor-in-Possession (“TerreStar DIP”) and to the

pro forma transfer of control of TerreStar.

       On October 19, 2010, as part of a strategic plan to strengthen their financial position

and achieve long-term success in the mobile satellite service market, TerreStar and certain

affiliates identified in Attachment 1A, including its intermediate holding companies,1 filed

voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code with

the U.S. Bankruptcy Court for the Southern District of New York (“Bankruptcy Court”).2

The Chapter 11 filings resulted in both pro forma assignment and transfer of control of

TerreStar’s earth station licenses and 2 GHz MSS authorization to TerreStar DIP, and in the

pro forma transfer of control of TerreStar by virtue of its intermediate holding companies’

Chapter 11 petitions.

       The restructuring process will allow TerreStar DIP to enhance its financial position

and maximize the value of its capabilities and assets. TerreStar DIP expects to continue to

operate in the ordinary course of business during the restructuring process, subject to court


1
  TerreStar Corporation, TerreStar’s ultimate parent company, did not file a petition for
reorganization.
2
  See In re TerreStar Networks, Inc., Case No. 10-15446 (SHL)(SDNY Oct. 19, 2010). On
October 20, 2010, the Bankruptcy Court granted the request of TerreStar and its debtor-
affiliates for procedural consolidation and joint administration of the Chapter 11 petitions.


                                                                           FCC Form 312
                                  Response to Questions 43 (Main Form) & A21 (Schedule A)
                                                                               Page 2 of 2

oversight. Grant of this application will serve the public interest by facilitating the Chapter

11 restructuring process and allowing TerreStar DIP to retain its FCC licenses and

authorizations, with no substantive change in ownership or control.



Document Created: 2010-10-22 12:44:20
Document Modified: 2010-10-22 12:44:20

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