To finance the transaction, SkyTerra has received a commitment for $100 million of short term debt financing from its stockholders, Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. (Apollo).

As previously announced, SkyTerra expects to distribute in a special dividend to each of its security holders, as of a future record date, shares of a subsidiary that will hold all of HNS, as well as all of the other assets and liabilities of SkyTerra, other than its interests in the MSV Joint Venture and TerreStar Networks.

Concurrent with the special dividend, it is expected that the newly public entity will conduct a rights offering to its shareholders in order to repay the short-term debt financing provided by Apollo. In connection with such a rights offering, Apollo has agreed to subscribe for the maximum amount of shares of common stock allocated to it, including the exercise of pro rata over-subscription rights.

The exercise by Apollo of its rights would occur by converting the outstanding amounts due under the note into a number of shares of common stock at the subscription price in the rights offering, which has not yet been determined. The unconverted principal and interest obligations under the note would be repaid in cash immediately following the consummation of the rights offering.

The closing of the purchase of the remaining membership interests in HNS from The DirecTV Group is subject to regulatory approvals, receipt of funds from Apollo and customary closing conditions. In connection with the transaction, HNS and The DirecTV Group will resolve the purchase price adjustment related to the transactions in which SkyTerra acquired the first 50% of the Class A membership interests of HNS, with HNS paying The DirecTV Group $10 million at closing.

The closing is expected to occur early in the first quarter of 2006. SkyTerra can provide no assurances that the required regulatory approvals will be obtained, and therefore that the transaction will close.

The special dividend and the expected rights offering are subject to a number of conditions including the filing by SkyTerra of a registration statement for the new company with the Securities and Exchange Commission, SEC clearance, final approval and the setting of a record date by SkyTerra's Board of Directors and the setting of a record date and offering price for the rights offering by board of directors of the distributed entity.

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