Attachment Exhibit F

This document pretains to SES-ASG-20101101-01417 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2010110101417_846672

                                                                              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.1

       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,2 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”).3 The Chapter

11 filings resulted in both the pro forma assignment 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


1
  TerreStar also has pending before the Commission an application for modification of its 2 GHz
mobile earth terminal blanket license (FCC File No. SES-MOD-20100727-00963), and seeks
Commission consent to the pro forma assignment of that pending application to TerreStar DIP,
and consent to the pro forma transfer of control of that applicant.
2
  TerreStar Corporation, TerreStar’s ultimate parent company, did not file a petition for
reorganization.
3
  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

the ordinary course of business during the restructuring process, subject to court 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 12:41:15
Document Modified: 2010-10-22 12:41:15

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