ITEM 1.01 Entry into a Material Definitive Agreement.

On September 17, 2009, TerreStar Corporation, a Delaware corporation ("Company"), and its subsidiary TerreStar 1.4 Holdings LLC, a Delaware limited liability company ("Lessor"), entered into a Spectrum Manager Lease Agreement
("Lease Agreement") with One Dot Four Corp., a Delaware corporation ("Lessee")
to lease certain 1.4GHz spectrum for which Lessor holds Federal Commuications Commission ("FCC") licenses ("Licenses"). Lessee is an affiliate of Harbinger Capital Partners Master Fund I, Ltd., which, along with its affiliates, is a significant holder of the Company's securities.

Pursuant to the Lease Agreement, subject to receipt of necessary government approvals, Lessor will lease to Lessee the use of the Licenses throughout the United States. The lease will last for an initial term through April 23, 2017, renewable, at Lessee's option, for two additional terms of ten years each, subject to FCC renewal of the Licenses and to early termination under various conditions. The lease payments due from Lessee are initially $1 million per month and will increase to $2 million per month no later than eight months after lease commencement and could increase to $2 million per month earlier depending upon the satisfaction of certain conditions. The lease payments are also subject to an inflation adjustment for any renewal terms.

Subject to certain conditions, Lessee has an option, but not the obligation, to purchase the Licenses, subject to the approval of TerreStar's board and other necessary consents. Lessee also has a right of first refusal to match the price (less credit for certain amounts paid under the Lease Agreement and, at Lessee's option, for the return of certain of the Company's securities) in any potential transfer of the Licenses to a third party. The Lease Agreement contains representations, warranties, covenants and indemnities by the Company, Lessor and Lessee customary for transactions of this nature.

The description of the terms of the Lease Agreement contained in this Item 1.01 is a summary and does not purport to be complete, and is qualified in its entirety by reference to the terms of the Lease Agreement, which will be filed as an exhibit to the Company's next periodic report.

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