Attachment Exhibit F

This document pretains to SES-ASG-20101210-01530 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2010121001530_856329

                                                                           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, the

applicants seek Commission consent to the pro forma assignment of the fixed satellite

service earth station license of TerreStar Networks Inc., Debtor-in-Possession (“TerreStar

Networks DIP”), to its wholly owned subsidiary, TerreStar License Inc., Debtor-in-

Possession (“TerreStar License DIP”).

       Both companies are operating under bankruptcy court supervision as a result of the

filing of 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”).1 The Chapter 11 filings resulted in both the involuntary, pro forma assignment and

transfer of control of the fixed satellite service earth station license from TerreStar Networks

Inc. to TerreStar Networks DIP.

       Grant of the proposed pro forma assignment of license from TerreStar Networks DIP

to TerreStar License DIP will serve the public interest by facilitating an orderly Chapter 11

restructuring process and allowing the companies to consolidate their earth station licenses

and other authorizations under a single licensee.




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



Document Created: 2010-12-10 12:40:34
Document Modified: 2010-12-10 12:40:34

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