Attachment Exhibit

This document pretains to SES-T/C-20091118-01470 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2009111801470_779481

                                                                                        November 2009


                             DESCRIPTION OF TRANSACTION

This application is one of a series of concurrently filed applications seeking the
Commission’s consent to the transfer of control of the eight licensee subsidiaries of NVT
License Holdings, LLC (“NVT”)1 from HBK NV LLC (“HBK”) to C. Thomas McMillen
(“McMillen”).

NVT has two classes of membership units: Class A Units (voting) and Class B Units.
Class B members of NVT (other than those who are also Class A members) are insulated
in accordance with Commission requirements. Presently, HBK holds 100 Class A Units
and 1 Class B Unit. McMillen holds 99 Class B Units.
               NVT Members (Present)                 Class A Units         Class B Units
              HBK                                              100                     1
              McMillen (Insulated)                               0                    99

The proposed transfer of control from HBK to McMillen will be accomplished through
(a) the redemption of 99 of HBK’s Class A units and HBK’s 1 Class B unit, and (b) the
assignment of HBK’s remaining 1 Class A unit to McMillen. Copies of the Redemption
Agreement and the Assignment Agreement are supplied in Exhibit 6 of this application.

               NVT Member (Proposed)                 Class A Units         Class B Units
              McMillen                                           1                    99


The Commission recently approved applications (the “Exit Applications”) by which
Licensees emerged from Chapter 11 bankruptcy.2 Submitted with those applications was
a Local Marketing Agreement (“LMA”) by which NVT Networks, LLC would provide
programming, sales, and other back office services to the Licensees. Exhibit 6 of this
application contains a copy of the LMA (as revised pursuant to staff request in
connection with its review of the Exit Applications), which took effect upon the
Licensees’ emergence from bankruptcy. The LMA will continue in effect without
modification following consummation of the transaction proposed herein.3 McMillen
holds no direct or indirect interest in NVT Networks, LLC or its subsidiaries.

1
 NVT’s licensee subsidiaries are NVT Birmingham Licensee, LLC; NVT Hawaii Licensee, LLC; NVT
Mason City Licensee, LLC; NVT Portland Licensee, LLC; NVT Savannah Licensee, LLC; NVT Topeka
Licensee, LLC; NVT Wichita Licensee, LLC, and NVT Youngstown Licensee, LLC (the “Licensees”).
2
 See FCC File Nos. BALCDT-20090904AAI, AAK, AAO, AAP, ABA, ABF, ABG, ABL and BALTTA-
20090904ABB.
3
  All other documents that are part of Licensees’ bankruptcy plan of reorganization will remain in effect
without modification (other than minor modifications that are not germane to the Commission’s review of
the instant application) following consummation of the proposed transfer of control. See Exit Applications,
Ex. 10, at 1 n.1.



Document Created: 2009-11-13 10:29:19
Document Modified: 2009-11-13 10:29:19

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