May 2007

Safe Harbor

“SafeHarbor” Statementunder the PrivateSecuritiesLitigationReform Act of 1995:

This presentationincludes“forwardlookingstatements. ” All statements other than statements of historical facts included in this presentationregarding the prospects of our industry and our prospects,plans,financialposition and businessstrategy, may constituteforwardlookingstatements.Thesestatements are based on the beliefs and assumptions of our management and on the informationcurrentlyavailable to our management at the time of such statements.Forwardlookingstatementsgenerally can be identified by the words“believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similarexpressions that indicatefutureevents and trends.Although we believe that the expectationsreflected in theseforward -lookingstatements are reasonable,theseexpectations may not prove to be correct.Importantfactors that could causeactualresults to differmaterially from our expectations are disclosed in the preliminaryofferingmemorandum. All subsequentwritten and oral forward -lookingstatementsattributable to us or personsacting on our behalf are expresslyqualified in their entirety by the cautionarystatementsincluded in this document. Factors, risks and uncertainties that could causeactualoutcomes and results to be materiallydifferent from thoseprojectedinclude, but are not limited to, our ability to obtainfinancing,obtain and maintainregulatoryapprovals,generatesufficient cash flows,develop our universalchipsetarchitecture,achievemarketacceptance for our services,develop our network and generatetechnologicalinnovations.

The forward -lookingstatements in this presentation are made only as of the date of this presentation. We undertake no obligation to update or revise the forward -lookingstatements,whether as a result of new information,futureevents or otherwise.

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MarketOpportunity and Business
Overview

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TerreStar/MotientOverview

l	TerreStar plans to develop, build and operate an all IP-based integrated satellite and ancillary terrestrial component (“ATC”) mobile communications network
	-	TerreStar has rights to use 20 MHz of ATC eligible MSS S-band spectrum
	-	The network will provide seamless, ubiquitous mobile communication services throughout the U.S. and Canada
l	TerreStar plans to address growing government, enterprise and consumer demand for wireless mobile voice and data services
	-	Focus on government’s need for reliable emergency communications system
	-	Market the services on a wholesale basis as a “carrier’s carrier”
l	Motient Corporation (Ticker: “MNCP”) ownership of TerreStar is approximately 86%
	-	Motient also beneficially owns 44.4 million shares of SkyTerra
	-	In February 2007, TerreStar issued $500 Senior Secured PIK Notes to fund satellite, network construction and operations
	-	New management teams and Boards at Motient and TerreStar in place

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TerreStar’sStrategy

l	Secure The License
	-	“Smart” Build
	-	FCC Milestones
l	De-Risk the Business
	-	Management
	-	Technology
	-	Vendors
	-	Prudent Capital Plan
l	Pre-Subscribe the Service
l	Broaden Exit/Partner Opportunities

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Key Highlights

20 MHz of Spectrum	ATC eligible S-band spectrum in the 2 GHz range in U.S. and Canada Adjacent to PCS spectrum used by national wireless carriers Significant underlying value based on recent FCC AWS Auction 66
Advanced Network & Technology	All IP-enabled next generation network Seamlessly integrated satellite and terrestrial system Prioritization of service capability in case of disaster or emergencies Universal chipsetTM architecture
Strong Strategic Relationships	Cooperative Research and Development Agreement with U.S. federal government in place Vendor relationships for construction and launch of satellite, buildout of ground segment, and development of universal chipsetTM architecture
Large Market Opportunity	High demand for wireless services — $163B¹ revenue opportunity by 2010 Governments’ heightened focus on public safety and Homeland Security Enterprises expanding wireless applications to improve operations
Scalable Business Model	Wholesale / “carrier’s carrier” operating strategy Buildout in several key markets based on customer demand

¹ Based on IDC Research,March 2006

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EmergencyPreparedness will Drive GovernmentDemand

Spurred by 9/11 and Hurricane Katrina, government at all levels is investing significantly in improving communications systems Need for uninterrupted, interoperable network connectivity during emergencies “...cellular and wireless technology as a whole is increasingly more applicable and critical to our operations.” Louisiana Homeland Security & Emergency Preparedness
	Source: In-Stat Telecom Trends and Expenditures: U.S. Government Nov 2006
	Source: Frost and Sullivan, 2005

TerreStar will seek a governmentanchortenant for its network

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Agreement in Place with FederalGovernment

l	Cooperative Research and Development Agreement (“CRADA”) signed between U.S. Defense Information Systems Agency (“DISA”) and TerreStar in October 2006 to develop a North American emergency response communications network
l	Positions TerreStar as a collaborator with the government to develop required services and become the only qualified provider to a variety of public safety and defense users
	-	2-year agreement
	-	Third-party participation by mutual agreement only
	-	Information exchanged is classified, proprietary and FOIA exempt
	-	Authorized security clearances for 15 personnel
l	CRADA intended to provide government requirements upon which procurement will be based
	-	Ensure continuity of government communications in event of a disaster
	-	Provide backup platform for command and control of federal, state and local officials

“Bothcollaboratorsexpect... to eventuallydevelop products that will mutuallybenefit the Government and the collaborator”

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Illustrative“Take -or-Pay” Model for GovernmentService

Governmentcontractwould de-risk businessmodel and enable the offering of wholesaleservices on a competitive basis

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Significant Commercial MarketOpportunity

Telematics and Logistics	Provide a wide range of functions to numerous industries, including Auto, Retail, Manufacturing and Machine-to-Machine communications Enhance efficiency of operations, logistics and distribution networks Developing consumer telematics and security solutions with ADT
Serving the Underserved	Provide wireless access to RLECs to deliver new wireless services to the 40 million US households deemed underserved Potential for bundled mobile and fixed wireless alternatives
Wireless Service Providers	Extending service capability of incumbent service providers Address coverage and network constraints New network alternative for MVNOs
Internet/ Media Companies	Provide platform to deliver mobile video and data services Increasing usage of data-intensive applications (video games, mobile) Additional source of advertising revenue
Corporate Networks	Provide backup support for corporate networks Secured high-speed wireless communications such as VPN Increasing wireless usage due to mobile workforces

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All-IP EnabledSeamlessly-Integrated Satellite and TerrestrialNetwork

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SignificantProgress in Network Development

	l	TerreStar-1 to be launched on Arianespace vehicle
		-	Most powerful two-way commercial communications geostationary satellite
		-	Beam coverage: continental United States, Canada, Puerto Rico, Hawaii and Alaska
		-	Capable of generating approximately 500 simultaneous spot beams
	l	TerreStar-2 (spare) construction underway
	l	2 satellite gateways being developed by Loral / Hughes
	l	ATC portfolio — global IP license

 

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AttractiveMobile Unit Form Factor

TerreStar’stechnology will allow clients to enjoycomparable handset form factors to those used in the wirelessindustry

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AttractiveSpectrumPosition

• Two contiguous and cleared 10 MHz blocks in 2 GHz MSS S-band
• All ATC-eligible
• Ubiquitous coverage in U.S. and Canada
• Adjacent to PCS and AWS operators
• Significant underlying value

MobileWirelessSpectrumFrequencies(MHz)

• TerreStar’s spectrum is equivalent in nature to AWS and PCS spectrum

• The satellite network and universal chipset^TM are incremental components to the MSS/ATC architecture

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U.S. and CanadianRegulatory Timeline

Event	Requirements	Timeline	Comments
Two 10 MHz Blocks of Spectrum Reservation Awarded	Completed	12/05	Subject to launch and operational capability of satellite
Two 10 MHz Blocks of Spectrum Reservation Perfected	Launch TerreStar-1	11/07	Satellite must be launched into assigned orbital location
	Entire System Operational	11/08	Demonstrates system functionality
Application for ATC authorization	Order TerreStar-2	Completed 08/06	Gating item for ATC authorization
	ATC Application Submitted	1st Half 2007	Provides ability to operate integrated satellite and terrestrial network
	ATC Approval Granted	2nd Half 2008	Gating criteria include:
			• Full U.S. coverage, including Alaska, and Hawaii
			• Spare satellite
			• Integrated ground/satellite system

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ExperiencedManagementTeam in Place

 

	Name	Title	Years of Experience2	Prior Experience
	Robert	President & CEO	25+	Pegasus Global; Deutsche Telekom; Bell  Atlantic; Department of Commerce
	Brumley1
	Neil	CFO	30+	Primus Telecommunications; MCI; Overseas Telecommunications
	Hazard1
	Jeffrey	General Counsel & Secretary	11+	Capital One Financial; Piper Rudnick, LLP; Kutak Rock, LLP; SEC
	Epstein1
	Michael Reedy	COO	15+	Pegasus Global; Cambrian Communications; Bechtel
	Dennis	CTO	25+	Motient; Bell Northern Research
	Matheson
	Doug Sobieski	CMO	25+	XO Communications; Nextlink Communications
	Charlene King	SVP, Commercial Programs	25+	SkyTerra Communications, Iridium
	Robert Siegel	EVP, Corporate Development and M&A	15+	Jefferies & Co.; CIBC; Prudential Securities
	1 Corporate officers of both Motient and TerreStar
	2 Years of functional experience

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Financing Overview

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Corporate Structure

 

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High Yield Offering Summary

Issuer:	l	TerreStar Networks Inc.
Issue:	l	Senior Secured PIK Notes
Coupon	l	15%
Coupon Payment	l	Accretes for 4 years
Gross Proceeds:	l	$500 million
Distribution:	l	144A for life
Maturity:	l	7 years
Optional Redemption:	l	Non-Call
Security:	l	Substantially all assets and stock of the Issuer and FCC license subsidiary
Use of proceeds:	l	To fund the buildout of the integrated satellite and terrestrial network and repay existing debt
Guarantors:	l	All future domestic subsidiaries and TerreStar Canada entities

 

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Balance Sheet Summary

($ millions)
		March 31, 2007
Cash and Cash Equivalents	$	343
Escrow for TerreStar-1 construction		13
Total Cash		356
Senior Secured PIK notes due 2014		500
Accrued Interest		9
Total Debt	$	509
Preferred Equity		409
Common Equity		355
Total Stockholders' Equity	$	764
Total Capitalization	$	1,273

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Funding Requirements

$ millions	April - December 2007
Satellite construction TerreStar 1 & 2 (Loral)		$	90
TerreStar-1 launch (Arianespace)			40
TerreStar-1 launch insurance			40-50
GBBF earth stations (Loral/Hughes)			15
Satellite ground network, handset and terrestrial			165-185
Operating and R&D expenses			100
Total		$	450-480

Additional Near-Term Capital Resources	Liquidity from SKYT shares Vendor financing capacity Potential equity/debt offerings
Remaining Network Buildout	Approximately $100mm of additional contractual obligations in 2008-2009 primarily related to TerreStar-2 $40-60mm per market for buildout of ATC network commencing 2008  - Initial strategy is to launch in several key markets

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SubstantialUnderlyingSpectrumValue

     Implied spectrum value of over $4 billion² based on AWS-Auction 66 REAG market values

Source: Wall StreetResearch
¹ Based on FCC determined value of $4.8 billion. Assumes 290 million US POPs
² Based on $0.65/MHz POP of average D, E, and F Auction 66 REAG values, 330 million POPs, and 20 MHz of spectrum

 

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Key Highlights

• 20 MHz of ATC eligible S-band spectrum in U.S. and Canada
   
• Large government and commercial markets opportunity
   
• Advanced next generation network and technology
   
• Strong strategic relationships
   
• Scalable business model

 

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