Revised ownership.03

ERRATA, ERRATUM OR ADDENDUM submitted by Harbinger Capital Partners Funds

Revised Ownership

2009-03-04

This document pretains to SES-STA-20080822-01085 for Special Temporal Authority on a Satellite Earth Station filing.

IBFS_SESSTA2008082201085_698318

                             AMENDMENT TO NARRATIVE

       This filing amends a Petition for Declaratory Ruling (“PDR”) accompanying
applications requesting the Commission’s consent to:

              (i)   transfer control of SkyTerra Subsidiary LLC (“SkyTerra Sub”),
              formerly known as Mobile Satellite Ventures Subsidiary LLC, from
              SkyTerra Communications, Inc. (“SkyTerra”), as it is currently controlled,
              to Harbinger Capital Partners Funds (“Harbinger”), 1 and

              (ii)  transfer control of Inmarsat Hawaii Inc. and Inmarsat, Inc. from the
              current shareholders of Inmarsat plc (“Inmarsat”) to Harbinger.

       The PDR seeks a ruling pursuant to Section 310(b)(4) of the Communications Act
of 1934, as amended, that it is consistent with the public interest for Harbinger and any
commonly-controlled funds to own, directly or indirectly, up to 100% of the issued and
outstanding stock of SkyTerra, which has a controlling interest in SkyTerra Sub. The
PDR is Attachment B of a Narrative accompanying the transfer of control applications,
and Annex 3 of the PDR consists of diagrams depicting the ownership of the Master
Fund and the Special Situations Fund. 2

       Revised versions of these ownership diagrams are attached. The principal
revisions to the ownership diagrams reflect a restructuring, implemented on March 4,
2009, of the relationship between Philip A. Falcone, on the one hand, and Harbert
Management Corporation (“Harbert”), HMC Investors, LLC (“HMC Investors”), and
the owners of those companies, on the other hand.

       Until now, Mr. Falcone has had a 50% voting interest in the Master Fund and the
Special Situations Fund and Raymond J. Harbert, who has a controlling interest in
Harbert and in HMC Investors, also has had a 50% voting interest. 3 Under the




1 These funds consist of Harbinger Capital Partners Master Fund I, Ltd. (“Master Fund”) and
Harbinger Capital Partners Special Situations Fund, L.P. (“Special Situations Fund”).
2 As part of an erratum filed on September 11, 2008, Harbinger provided a corrected version of

the ownership diagram for the Master Fund.
3 The General Partner of the Special Situations Fund is Harbinger Capital Partners Special

Situations GP, L.L.C. (“SSGP”). SSGP had two members, each with a 50% voting interest:
HMC-New York, Inc., which is a wholly-owned subsidiary of Harbert, and Mr. Falcone. The
Master Fund’s Board of Directors delegated broad investment management authority to
Harbinger Capital Partners Offshore Manager, L.L.C., a Delaware LLC, which served as the
“Offshore Manager”. Two members had voting control of the Offshore Manager: (1) HMC
Investors, which had a 50% voting interest comprised of a 0.50% voting interest in its own right
and a 49.5% voting interest based on irrevocable proxies that other members of the Offshore
Manager had granted to HMC Investors; and (2) Mr. Falcone.


restructured ownership, Mr. Falcone has a 100% voting interest in both the Master Fund
and the Special Situations Fund. 4

       Similarly, until now HMC Investors has had a 40% equity interest, subject to
adjustments, in the general partner of the Special Situations Fund and a 40% equity
interest, also subject to adjustments, in the general partner of Harbinger Capital
Partners Fund I, L.P., which is an investor in the Master Fund. Under the restructured
ownership, HMC Investors will retain these equity interests in full through the end of
2010, but the interests will be scaled back progressively in 2011 and 2012 and will be
reduced to 0% thereafter. As HMC Investors’ equity interests decrease, Mr. Falcone’s
equity interests will increase by an identical amount. 5

       The restructuring described above has no material impact on the foreign
ownership showing in the PDR. Mr. Falcone, Harbert, HMC Investors, and the owners
of Harbert and HMC Investors are all U.S. citizens, so the restructuring merely shifts
voting power from one U.S. citizen (Mr. Harbert) to another (Mr. Falcone) and shifts
equity interests from a company owned by U.S. citizens (HMC Investors) to a U.S.
citizen (Mr. Falcone). Accordingly, the demonstration in the PDR that it is in the public
interest to permit Harbinger to own up to 100% of SkyTerra remains valid.

      Contemporaneously with this filing, Harbinger is supplementing a Petition for
Declaratory Ruling requesting authority to have an up to 49.99% equity and an up to
49.99% voting interest in SkyTerra. 6 The supplement provides updated information
concerning the ownership of SkyTerra. The updated information is hereby
incorporated by reference.




4 Mr. Falcone has a 50% voting interest personally and is the sole member of Harbinger
Holdings, LLC, which also has a 50% voting interest. Under the restructured ownership,
Harbinger Capital Partners LLC, which is a Delaware LLC, has replaced Harbinger Capital
Partners Offshore Manager, L.L.C. as the Offshore Manager.
5 Harbert’s owners also collectively have a 40% equity interest in performance fees received by

the Offshore Manager of the Master Fund. This equity interest will be scaled back, and Mr.
Falcone’s equity interest will increase correspondingly, on the same schedule as the HMC
Investor interests described above. Harbert’s owners do not have an equity interest in the
management fees or other fees received by the Offshore Manager of the Master Fund.
6 See File No. ISP-PDR-20080129-00002. The Commission already has granted interim authority

for this ownership. See Order and Declaratory Ruling, FCC 08-77 (Mar. 7, 2008).


                                                               Annex 3 MASTER FUND OWNERSHIP DIAGRAM

                                                                         11.40%
                                           Michael D. Luce
                                             U.S. Citizen
Raymond J. Harbert
   U.S. Citizen                                                                                                                                                                    Less than 10% Owners
                                                                                                                                                                                      All U.S. Citizens
                              54.98%



        11.98%**

                                   Less than 10% Owners                              Philip A. Falcone                                          HMC Investors, L.L.C.
                                      All U.S. Citizens                                U.S. Citizen                                                  (NY LLC)


                                                                                          Managing
                                                         28.02%**                         Member 100%                                                                     40%*
         Seven Investment Funds
            from the Bahamas                                                                                      Managing
                                                                                   Harbinger Holdings,            Member          53% Equity*                                     Limited Partners are
               (Non-WTO)                                  53% Equity**
                                                                                          LLC                     0% Equity       50% Voting                                     widely dispersed U.S.
                                                          50% Voting
                                                                                        (DE LLC)                  50% Voting                                                     Citizens all below 10%

                                   0.53%                                                                                               Harbinger Capital Partners
    Ownership is                                                                                50% Voting                                    GP, L.L.C.                          83.70%
widely dispersed U.S.                                                                           Managing Member                                (DE LLC)
 and WTO Citizens
   all below 10%
                                                                                                                                                               GP 16.3%
                        99.47%                                                                Harbinger Capital Partners          Less than 10%
                                                                                                        LLC                       Owners
                                                                                                     (DE LLC)+                    All U.S. Citizens
                        Harbinger Capital Partners        Investment Manager                                                                              Harbinger Capital Partners
                          Offshore Fund I, Ltd.           No Equity                                                                                              Fund I, L.P.
                             (Cayman Islands                                                                                                               (DE Limited Partnership)
                          Exempted Company)                                                                                             59.6%
                                                              Redeemed                            Redeemed
              42.27%                                          Investors++                         Investors++
                                   56.6%             53.9%                                                                                                     60.3%    8.61%
                                                                                  Investment              40.4%
                                                                    46.1%
                                                                                   Manager
                        Redeemed                     Harbinger Class L Holdings    No Equity                                                    Redeemed
                                                                                                     Harbinger Class L Holdings
                        Investors++                        (Cayman), Ltd.                                                                       Investors++
                                                                                                            (U.S.), LLC
                                                          (Cayman Islands
                                                                                                             (DE LLC)
                           43.4%                       Exempted Company)                                                                          39.7%

                                                                                  2.56%                      0.47%
                                   Harbinger Class PE Holdings
                                                                                                                                  Harbinger Class PE Holdings
                                          (Cayman), Ltd.
                                                                                                                                          (U.S.) Trust
                                         (Cayman Islands
                                                                                                                                      (DE Statutory Trust)
                                      Exempted Company)                                   Harbinger Capital Partners
                                                                          38.9%              Master Fund, Ltd.***          7.2%
                                                                                               (Cayman Islands
                                                                                            Exempted Company)


Annex 3 MASTER FUND OWNERSHIP DIAGRAM
Page 2

(footnotes from previous page)
* In 2009 and 2010, as the asset value and performance returns of the fund increase, Philip A. Falcone’s equity percentage increases and HMC
Investors, L.L.C.’s equity percentage decreases. In 2011, Philip A. Falcone’s equity percentage will be 73% and HMC Investors, L.L.C.’s equity
percentage will be 20%. In 2012, Philip A. Falcone’s equity percentage will be 78% and HMC Investors, L.L.C.’s equity percentage will be 15%.
Thereafter, Philip A. Falcone’s equity percentage will be 93% and HMC Investors, L.L.C.’s equity percentage will be 0%.
** The equity percentages shown apply only to performance fees received by Harbinger Capital Partners LLC from Harbinger Capital Partners
Offshore Fund I, Ltd. and Harbinger Capital Partners Fund I, L.P.; neither Raymond J. Harbert nor the “less than 10% owners” share in
management fees or other fees received by Harbinger Capital Partners LLC. In 2009 and 2010, as the asset value and performance returns of
the fund increase, Philip A. Falcone’s equity percentage increases and the equity percentages of Raymond J. Harbert and the “less than 10%
owners” decrease. In 2011, Philip A. Falcone’s equity percentage will be 73% and the equity percentages of Raymond J. Harbert and the “less
than 10% owners” collectively will be 20%. In 2012, Philip A. Falcone’s equity percentage will be 78% and the equity percentages of Raymond
J. Harbert and the “less than 10% owners” collectively will be 15%. Thereafter, Philip A. Falcone’s equity percentage will be 93% and the equity
percentages of Raymond J. Harbert and the “less than 10% owners” will be 0%. Through June 30, 2009, the consent of HMC-New York, Inc.,
which was formerly the Managing Member of, and had a 50% voting interest in, Harbinger Capital Partners GP, L.L.C., will be required to take
certain actions with respect to Harbinger Capital Partners LLC or Harbinger Capital Partners GP, L.L.C.
 *** Directors: Martin Byrne, Cayman Islands Resident and Irish Citizen; Ian Goodall, Cayman Islands Resident and U.K. Citizen; and a U.S.
citizen whose identity will be determined in the near future.
++ Ownership is widely dispersed U.S. and WTO Citizens all below 10%, except for three investment funds from the Bahamas, which is non-
WTO, that collectively have a .01% interest in Harbinger Class PE Holdings (Cayman), Ltd. and a .01% interest in Harbinger Class L Holdings
(U.S.), LLC.


                                                                  Annex 3 SPECIAL SITUATIONS FUND OWNERSHIP DIAGRAM


                                                                                                                                        Raymond J. Harbert                                  Michael D. Luce
                                                                                                                                           U.S. Citizen                                       U.S. Citizen

                                                                                                                                       54.98%                                                              11.40%



                                                                                                                                                                                                                               Less than 10% Owners
                                                                                                                                                                                                                                  All U.S. Citizens




                                                                                                                         Philip A. Falcone                                                                  HMC Investors, L.L.C.
                                                                                                                           U.S. Citizen                                                                          (NY LLC)

                                                                                                                                                                                                              40%*
                                                                                                                                                       53% Equity*
                                                                                                                                     Managing          50% Voting
                                                                                                                                     Member
                                                                                                                                     100%

                                                                                                                                                                         Less than 10% Owners
                                                                                                                      Harbinger Holdings,
                                                                                                                                                                         All U.S. Citizens
                                                                                                                             LLC
                                Limited Partners                                                                           (DE LLC)
                         Widely Dispersed U.S. and
                                 WTO Citizens
                        All Below 10% in Special Fund                                                              Managing              Managing                              7%
                                                                                                                   Member                Member
                                                                                                                   100%                  0% Equity
                                            100%
                                                                                                                                         50% Voting

                                                                  Harbinger Capital Partners Special
                                                                                                                                                              Harbinger Capital Partners Special
                                                                   Situations Offshore GP, L.L.C.
                                                                                                                                                                   Situations GP, L.L.C.**
                                                                              (DE LLC)
                                                                                                                                                                          (DE LLC)


                                                                    General Partner
                                                                    No Equity
                                                                                                                                                  General
                                                                                                                                                  Partner                                Harbinger Capital Partners
                                                Harbinger Capital Partners Special                                                                9.3%                                         SSF CFF, Ltd.
                                                  Situations Offshore Fund, L.P.
                                                                                                                                                                                              (Cayman Islands
                                               (Cayman Islands Limited Partnership)
                                                                                                                                                                                           Exempted Company)

                                                                                                                    Harbinger Capital Partners Special
                                                                                                                          Situations Fund, L.P.
                                                                                                                                                                             1.62%                                  Limited Partners
                                                                                      62.25%                              (DE Limited Partnership)                                                          Widely Dispersed U.S. Citizens
                                                                                      Limited Partner                                                                                                       All Below 10% in Special Fund
                                                                                                                                                                             26.83%

* In 2009 and 2010, as the asset value and performance returns of the fund increase, Philip A. Falcone’s equity percentage increases and HMC Investors, L.L.C.’s equity percentage decreases. In 2011,
Philip A. Falcone’s equity percentage will be 73% and HMC Investors, L.L.C.’s equity percentage will be 20%. In 2012, Philip A. Falcone’s equity percentage will be 78% and HMC Investors, L.L.C.’s
equity percentage will be 15%. Thereafter, Philip A. Falcone’s equity percentage will be 93% and HMC Investors, L.L.C.’s equity percentage will be 0%.
** Until such time as the investors in the Special Situations Fund have had the opportunity to redeem their interests, the consent of HMC-New York, Inc., which was formerly the Managing Member of, and
had a 50% voting interest in, Harbinger Capital Partners Special Situations GP, L.L.C. (“Special Situations GP”), will be required to take certain actions with respect to Special Situations GP.



Document Created: 2009-03-04 16:22:48
Document Modified: 2009-03-04 16:22:48

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