EX-99.(c).(3)

CONFIDENTIAL -

Disclaimer

This

presentation

has

been

prepared

Centerview

Partners

LLC

(“Centerview”)

for

use

solely

the

Special

Committee

the

Board

Directors (the “Committee”) of Comet (the “Company”) in connection with its evaluation of the proposed transaction and the Company’s

strategic

alternatives

and

for

other

purpose.

The

information

contained

herein

based

upon

information

supplied

the

Company

and

publicly-available information, and portions of the information contained

herein may be based upon statements, estimates and forecasts

provided by the Company. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any

responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the

assets or

liabilities (contingent or otherwise) of the Company or any other entity, or concerning solvency or fair value of the Company, its assets or

any

other

entity.

With

respect

financial

forecasts,

including

with

respect

estimates

potential

synergies,

have

assumed

that

such

forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the

Company as to the future financial performance of the Company, and at your direction we have relied upon such forecasts, as provided by

the Company’s management, with respect to the Company and Saturn, including as to expected synergies. We assume no responsibility for

and express no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon

economic, monetary, market and other conditions as in effect on,

and the information made available to us as of, the date hereof, unless

indicated otherwise.

The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In

performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a

particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview's analysis, without

considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have

deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion

of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company.

These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may

not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any

other advice, written or oral, rendered by Centerview is intended solely for the benefit and use of the Committee (in its capacity as such)

in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of

securities of the Company or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial,

legal

other

specialist

advice.

This

presentation

not

fairness

opinion,

recommendation,

valuation

opinion

any

kind,

and

necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.

CONFIDENTIAL -

Centerview has been engaged by the Special Committee of the Board of Directors of Comet to advise it

on matters related to a potential sale or other strategic transaction

Over the past several years, the Company has expended significant time and energy in exploring a range of

potential transactions:

–

Sourcing additional large-scale wholesale customer agreements

–

Partnerships / change-of-control transactions (including multiple prior conversations with Saturn)

–

“Excess”

spectrum sales

–

Financing transactions

–

Restructuring alternatives

Above-referenced activities included members of Comet’s senior management team, Board of Directors

and various financial advisors / lending sources, but pre-dated Centerview’s involvement

Situation Overview

Source:

Comet management, public disclosures and Company filings.

CONFIDENTIAL -

During this same period, Comet has:

–

Signed several smaller wholesale arrangements, including with Leap Wireless, FreedomPop, etc.

–

Raised more than $1 billion in equity and debt capital

–

Renegotiated Sprint MVNO

–

Funded more than $4.5bn in capital expenditures since 2009 to complete WiMax network and begin

LTE upgrades

–

Continued cost-saving initiatives, including maximizing the profitability of retail operations

–

Taken leadership position in driving global support for harmonized 2.5GHz usage and policies

Notwithstanding the Company’s above-referenced progress, several threshold issues persist:

–

Management has indicated that the Company’s governance and ownership structure has impeded its

ability to win new wholesale customers

•

Impact of Saturn/Parent transaction is unknown, and may exacerbate issue

–

Spectrum needs of domestic carriers have not yet become acute enough to force a strategic relationship

or transaction with Comet

–

Company has insufficient resources to fund its plan, with a $2bn+ funding gap through FCF-positive

•

Plan

assumes

significant

new

wholesale

volume,

which

date

the

Company

has

been

unable

secure

•

Without additional wholesale customers, funding gap grows to almost $4bn

Situation Overview (cont’d.)

Source:

Comet management, public disclosures and Company filings.

CONFIDENTIAL -

Overview of Alternatives for Consideration

Realizable value

Saturn assumes obligations

Upon completion, eliminates key

risks

Interim funding

Conditionality

Impact if transaction does not close

SIGs’

support

Net proceeds help address funding

gap and provide time

Likely permits refinancing at

improved terms

Dipper’s intended use of

spectrum is unclear

Saturn’s reaction/response

Centerview’s analysis focuses on three key alternatives available to the Company

Addresses capital structure issues

Potential ability to address key

governance issues, uneconomic

leases, etc.

Highly-uncertain outcome

Equity recovery uncertain

Sale or liquidation of spectrum may

be required

Saturn and Dipper have ability to

influence process outcome

SIGs’

reaction/response

(however, provides addt’l time)

I. Sale to Saturn

II. Sale of Spectrum to Dipper

III. Chapter 11 Restructuring

Benefits

Considerations

Wholesale

Customers

Governance /

Ownership

Liquidity

Solution to Key Comet Issues?

CONFIDENTIAL -

I. Summary of Saturn Proposal

Key Terms | Received November 21, 2012

Consideration

Conditions to

Sign -

General

$2.60/share in cash for 100% of equity interests it

does not already own

Approval of Comet and Saturn Boards of Directors

Approval of Parent

Implies ~$0.20/MHz-pop

Structure

Reverse triangular merger

Conditions to

Sign -

SIGs

Voting agreements in favor of the transaction

Equityholders’

Agreement is terminated

MVNO agreement is terminated

Saturn standstill is waived

Agreement to sell shares to Saturn irrespective of

transaction outcome (pursuant to RoFO)

Conditions to

Comet shareholder vote

Closing of Saturn/Parent transaction

No MAE on Comet

No Comet dissenting shares in excess of specified

percentage (percentage not specified)

Regulatory approval and other standard closing

conditions

Expectation is that other than with respect to

existing exchangeable debt, transaction would not

trigger change of control of existing debt

Requires affirmative vote of 75% of all shares and

possibly majority of minority (non-Saturn

shareholders)

Parent has ability to terminate its transaction with

Saturn if it has not received financing by the drop-

dead date (October 2013)

Interim Financing

$600mm total availability, subject to network

milestones

1.00% Senior Exchangeable Notes due 2018

Exchangeable at $1.25/share (vs. $2.32 current)

Non-call life

Matching right on spectrum sale if transaction does

not close

Pari passu with existing exchangeable debt

Requires shareholder approval to increase

authorized shares

Proposal

Comments

CONFIDENTIAL -

I. Summary of Saturn Proposal

Key Financial Statistics

Source:

Comet management, Company filings and FactSet, as of November 30, 2012.

(1)

Based on 47.0bn MHz-pops.

Current

Proposal

Earth

$2.32

$2.60

$2.97

$3.00

$3.25

Incremental Value vs. Preliminary Proposal

–

$279

$302

$491

Premia vs. Spot Prices

Relative to Current - 11/30/12 ($2.32)

–

12.1%

28.0%

29.3%

40.1%

1-Day Prior to Receipt of Proposal - 11/20/12 ($2.12)

9.4%

22.6%

40.1%

41.5%

53.3%

1-Day Prior to Annc. of Saturn/Parent Txn - 10/10/12 ($1.30)

78.5%

100.0%

128.5%

130.8%

150.0%

Premia vs. Trading Averages

4-Weeks Prior to Current ($2.19)

5.8%

18.5%

35.4%

36.8%

48.2%

4-Weeks Prior to Receipt of Proposal ($2.11)

9.7%

23.0%

40.5%

41.9%

53.7%

4-Weeks Prior to Annc. of Saturn/Parent Txn ($1.44)

60.9%

80.3%

106.0%

108.1%

125.4%

EV / MHz-pop

(1)

$0.190

$0.199

$0.210

$0.211

$0.219

CONFIDENTIAL -

I. Shareholder Considerations

Source:

Comet management and Company filings.

Note:

Shares in millions. Based on basic shares outstanding.

(1)

Pro forma for Saturn acquisition of shares from Earth.

(2)

Includes Highbridge, Sirios, Chesapeake, Vanguard and Glenview.

(3)

Assuming majority of minority vote.

Current Share Register

(1)

Current Share Register

(1)

Monitoring Saturn’s “agreement to acquire outright control”

via acquisition of

Earth shares

Board has obligation to insure Company has cash to fund build-out and not

allow only alternative to be sale to Saturn at distressed price

Advocates sale of excess spectrum

–

AT&T’s purchase of NextWave spectrum implies Comet value of

$0.38/MHz-pop

–

Sale of excess Comet spectrum could yield gross process of $6 -

$9bn

–

Suggests hiring banker to auction spectrum; Saturn to be prohibited from

participating

Saturn should stop buying stock and relinquish Board seats, or make offer for

100% of Company

Any Saturn/Comet transaction should be subject to vote of non-Saturn

shareholders

Crest

Mt. Kellett

Generally agree with the contents of Mt. Kellet’s letter

Saturn/Parent merger may not be in best interest of Company’s minority

shareholders

Comet should raise capital through sale of spectrum and/or sale of common

stock

Believe differential consideration paid in Earth transaction unfairly benefits Class

B shareholders at the expense of Class A shareholders

Board should take a variety of steps to mitigate Saturn’s actions, with particular

focus on standstill in Equityholders’

Agreement

Our understanding is that all members of Comet’s Board received copies of the Mt. Kellett and Crest letters when they were filed

Key Points in Mt. Kellett / Crest Correspondence

Total Class A and Class B Shares Outstanding

1,465.0

(Less): Shares Held By Saturn

(739.0)

"Minority" Shares

726.0

Percentage of Minority Required to Approve Merger

(3)

50.1%

Minority Shares Required to Approve Merger

363.7

% of

Non-Saturn

Comcast

88.5

12.2%

Bright House

8.5

1.2%

Intel

94.1

13.0%

Subtotal SIGs

191.1

26.3%

Mt. Kellet and Crest

99.0

13.6%

Next Five

(2)

179.1

24.7%

Other Public

256.8

35.4%

Total Non-Saturn

726.0

100.0%

CONFIDENTIAL -

2,000

2,500

3,000

3,500

4,000

Nov-10

Feb-11

May-11

Aug-11

Nov-11

Feb-12

May-12

Aug-12

Nov-12

Parent

Nikkei 225 -

Indexed

I. Overview of Saturn Parent

Japanese holding company with operating subsidiaries

across Internet, telecom & technology

–

Fixed-Line Telecom

–

Internet (Yahoo Japan)

–

Investments / affiliates include Renren & Alibaba

#3 Japanese wireless provider, with ~39mm subscribers

–

PF for Saturn, will be #3 globally by mobile revenue

Parent has held an investment grade rating since 2011

Founder, Chairman & CEO Masayoshi Son holds a 21%

stake in Parent

JPY 3,090

$37.47

+6.6%

-4.9%

Source:

Saturn

filings,

Wall

Street

research

and

FactSet,

November

30,

2012.

Note:

U.S. dollars in millions, converted at spot exchange rate.

(1)

Pro forma for issuance of $3.1bn convertible note to Saturn.

(2)

Minority interests reflects Yahoo Japan marked-to-market.

Stock Price

$37.47

DSOs

1,105

Equity Value

$41,410

Plus: Debt

(1)

31,226

Plus: Minority Interest

(2)

11,076

(Less): Cash & Equivalents

(1)

(10,743)

(Less): Unconsolidated Investments

(12,200)

Enterprise Value

$60,769

Trading Multiples

EV / Revenue

EV / EBITDA

P/E

CY2012E

1.50x

4.5x

10.3x

CY2013E

1.42

4.0

9.2

Forward Metrics

Revenue

EBITDA

EPS

CY2012E

$40,602

$13,577

$3.65

CY2013E

42,794

15,032

4.07

–

Mobile Comm.

–

Broadband Infr.

Business Description

Public Markets Overview

Two Year Stock Price Performance

CONFIDENTIAL -

On October 15, 2012, Parent announced that it would acquire a 70% interest in Saturn in a

series of transactions

Step 1

Parent %

Ownership

(3)

Closed

At Transaction Close

$8.0 billion cash to

Saturn balance sheet

$12.1 billion cash to Saturn

shareholders

$12.1bn

Cash

1.7bn

Step 2A

Step 2B

I. Overview of Saturn / Parent Transaction

New Saturn

Ownership

Parent invests

$3.1bn in

Convertible

Debt at $5.25

per share

(1)

Parent

invests $4.9bn in

newly issued

shares at $5.25

per share

(2)

Parent

70% Parent

Saturn Shareholders

16%

33%

70%

Saturn Shareholders may elect to

receive either $7.30 in cash or 1

share in New Saturn,

subject to proration

(55% Cash / 45% Stock)

30% Existing

Saturn

Shareholders

(1)

Converts into equity immediately prior to closing of steps 2A and 2B.

(2)

In addition, Parent receives five-year warrant to purchase 54.6 million shares in Saturn at $5.25 per share for total additional

consideration of $287 million.

(3)

Reflects percentage ownership based on share count pro forma for all share issuance.

Source: Saturn SEC filings.

CONFIDENTIAL -

Standalone

Pro Forma

(A) + (B)

(A)

(B)

Saturn w/ Additional

Saturn

(1)

Comet

(2)

$4.9bn from Parent

(3)

(A) + (B)

Current 9/2012PF Capital Structure

Gross Debt

$24.5

$4.5

$25.8

$28.9

(Less): Cash

(8.8)

(1.2)

(12.7)

(7.8)

Net Debt

15.6

3.3

13.2

21.2

Illustrative 6/2013 Capital Structure

Gross Debt

24.4

4.4

25.8

28.9

(Less): Cash

(6.3)

(0.2)

(9.1)

(4.2)

Net Debt

18.1

4.2

16.6

24.6

Illustrative Leverage Statistics

Gross Debt / LTM EBITDA

5.1x

5.5x

6.2x

Net Debt / LTM EBITDA

3.3

2.8

4.5

LTM (9/2012) EBITDA

$4.8

($0.1)

$4.7

Gross Debt / Proj. LTM EBITDA

4.8x

5.3x

5.9x

Net Debt / Proj. LTM EBITDA

3.5

3.4

5.0

Proj. LTM EBITDA

$5.1

($0.2)

$4.9

Does not reflect impact of synergies; see following page for detail

I. Illustrative Consolidation Math

9/12PF

6/13E

Source:

Comet management, Company filings and Wall Street research.

Note:

For illustrative purposes assumes Comet acquisition at $3.00 / share.

(1)

Current capital structure is pro forma for $3.1bn convertible note issuance, purchase of Earth stake in Comet, purchase of U.S. Cellular

spectrum and consent solicitation fee. 6/2013 capital structure reflects Wall Street estimates.

(2)

Debt excludes spectrum leases for purposes of leverage analysis.

(3)

Pro forma for conversion of $3.1bn convertible note to equity.

CONFIDENTIAL -

II. Overview of Dipper

Provides basic and pay-TV content, digital receiver systems,

online video streaming and home movie rental subscription

services

Delivers movie and television content through direct broadcast

satellite (“DBS”) pay-TV

–

~14mm U.S. subscribers

In recent years, Dipper has made significant investments in

spectrum

–

$718mm to acquire certain 700MHz wireless licenses

–

$2.8 billion total to acquire DBSD and Terrestar, including

MSS spectrum holdings (pending FCC approval)

Dipper has a large position across all of Comet’s debt tranches

–

Holds $490mm Sr. Secured Notes, $189mm Second Lien

Notes and $162mm Exchangeable Notes

Stock Price

$37.04

DSOs

455

Equity Value

$16,853

Plus: Debt

10,391

(Less): Cash & Equivalents

(6,400)

Enterprise Value

$20,844

Trading Multiples

EV / Revenue

(1)

EV / EBITDA

(1)

P/E

CY2012E

0.94x

4.5x

23.6x

CY2013E

0.91

4.2

15.6

Forward Metrics

Revenue

EBITDA

EPS

CY2012E

14,275

$2,971

$1.57

CY2013E

14,708

3,181

2.37

Business Description

Public Market Overview

$10.00

$20.00

$30.00

$40.00

Nov-10

Feb-11

May

-11

Aug

-11

Nov-11

Feb-12

May

-12

Aug

-12

Nov-12

Two Year Stock Price Performance

$37.04

+101.4%

+20.0%

S&P –

Indexed

Dipper

Source:

Saturn filings, Wall Street research and FactSet, as of November 30, 2012.

Note:

U.S. dollars in millions.

(1)

Enterprise value multiples exclude estimated value of spectrum holdings as per Wall Street estimates.

CONFIDENTIAL -

II. Summary of Expected Dipper Proposal

Spectrum

Adjustments

~40MHz contiguous spectrum in LTE Band 41

11,367 total MHz-pops

–

9,528 MHz-pops Owned

–

1,839 MHz-pops Leased

~$177mm NPV of spectrum lease payments

~$200 -

$600mm tax liability

Revised from original verbal interest in ~63MHz

Gross Value

~$0.214/MHz-pop

$2.4 billion gross proceeds

Net Value

~$0.181/MHz-pop

(1)

~$1.7bn -

$2.1bn in aggregate

Tax liability dependent on Sprint decision regarding

use of NOLs (if available) vs. conversion to Class A

Other

Dipper has expressed willingness to consider using

acquired Comet debt as partial consideration

Liquidity Impact

Source:

Comet management.

(1)

Assumes $200 million tax liability.

Debt agreements restrict use of proceeds from asset

sale

–

Baskets allow for funding of (i) up to one year of

capex and (ii) operating expenses up to 25% of

proceeds (less amounts used to fund capex)

–

Remainder must be used to tender for first lien

debt

If holders do not tender debt, Comet’s use of

proceeds is not restricted

–

Current trading levels suggest debtholders may

not tender

N/A

Proposal

Comments

CONFIDENTIAL -

Comet Current MHz-pops

47,000

Less: MHz-pops Sold to Dipper

(11,367)

Pro Forma MHz-pops

35,633

Illustrative Value of Remaining Spectrum ($ / MHz-pop)

$0.180

$0.200

$0.214

$0.220

$0.250

Implied Total Enterprise Value

$6,414

$7,127

$7,625

$7,839

$8,908

Less: Total Debt

(1)

($4,486)

(4,486)

Less: NPV of Spectrum Leases

(2)

(1,623)

Plus: Cash

(3)

2,884

Implied Equity Value

$3,189

$3,902

$4,401

$4,615

$5,684

Implied Share Price

(4)

$2.14

$2.61

$2.95

$3.09

$3.81

II. Illustrative Valuation Impact of Potential Dipper Transaction

Source:

Comet management.

Note:

U.S. dollars in millions.

(1)

Projected year-end 2012 balance.

(2)

Comet management estimate.

(3)

Pro forma for Dipper proceeds.

(4)

Based on 1,494 million diluted shares outstanding.

In addition to its financial impact, a spectrum sale to Dipper must be evaluated relative to its potential

strategic impact, which is currently uncertain

CONFIDENTIAL -

II. Potential Dipper Transaction May Enhance Financing Options

Comet has been an active participant in the capital markets

–

Has maintained a regular dialogue with key financing sources

Stand-alone financing options may be available to Comet but are incremental and do not satisfy Comet’s

funding gap

–

Moreover, pursuit of such options at this juncture may send an unintended signal to the market and

impair Comet’s future negotiating leverage with Saturn

Without another substantial wholesale customer, Comet’s funding gap remains at least $2bn post-

spectrum sale (see page 34)

While Spectrum sale will validate asset value, and may lead to enhanced shareholder interest, availability of

funding will remain an issue

–

Equity constrained by authorized shares and Saturn pre-emptive rights

–

Limited / no senior capacity

–

Limited junior availability / unattractive cost of capital

Observations

CONFIDENTIAL -

We believe chapter 11 is a viable fall-back option should the current Saturn discussions fail

–

We have discussed same with Blackstone, Comet’s restructuring advisor, and are in agreement

Chapter 11 not typically an offensive, equity value-maximizing strategy

–

Difficult to expect greater equity value than Saturn proposal

Key stakeholders will pursue their own value-maximizing goals, including:

–

Saturn:

Equity

ownership

will

give

significant

influence

ultimate

resolution

•

Can defease or assume all financial indebtedness and, again, become fulcrum and controlling

stakeholder

–

Dipper:

May

seek

pursue

conversion

debt

securities

into

controlling

equity

position

•

Will have standing to influence process and has expertise in chapter 11 spectrum deals (e.g., DBSD,

Terrestar); has resources to aggressively pursue investment

–

SIGs/public

Will

fight

maximize

equity

value

using

existing

strategic

proposals

benchmarks

•

Will aggressively prosecute their position in chapter 11; could pursue litigation strategy

Due to disparate valuation perspectives, full marketing process may be required to determine spectrum

FMV

Sale of entire portfolio would be largest-ever spectrum sale by a significant margin

III. Chapter 11 Considerations

CONFIDENTIAL -

III. Chapter 11 Considerations

Restructuring plan agreed with key creditors prior

to filing

Court process used to confirm plan

Company files without a pre-negotiated exit plan

Court process provides protection to Company

and stakeholders

Enhances negotiating leverage with key

constituencies

Reduces uncertainty and time to resolution

Addresses liquidity needs

Minimizes liquidation risk

Available option if pre-arranged filing is not possible

(e.g., unable to build consensus, liquidity

deteriorates, etc.)

Will be a key party—at least initially—to any

negotiations

May pursue spectrum acquisition

Potential for cooperation with Dipper

Will seek to protect existing MVNO agreements

Potential stalking horse in asset sale(s)

May require Debtor in Possession financing to fund

liquidity needs during case

We understand that the Company is in the process of exploring—as a fall-back—various

restructuring alternatives

Capital structure positions makes Dipper a key

constituency

Will be focused on acquiring spectrum

Could offer to swap debt for equity and/or new

financing

Concerned about cram-up

Potential for cooperation with Saturn

Same as at left

Pre-Arranged Chapter 11 Filing

Non Pre-Arranged Chapter 11 Filing

Description

Benefits

Saturn

Considerations

Dipper

Considerations

CONFIDENTIAL -

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

Nov-10

Feb-11

May-11

Aug-11

Nov-11

Feb-12

May-12

Aug-12

Nov-12

III. Chapter 11 Considerations

14.75% Senior Secured

Notes due 2016

12% Second Priority

Secured Debt due 2017

8.25% Exchangeable

Notes due 2040

124.125%

109.625%

104.875%

(1)

95.625%

Low

70.6%

94.6%

35.6%

23.5%

High

110.7%

128.4%

113.6%

114.6%

Average

98.1%

106.4%

89.7%

76.8%

Oct 10, 2012

(2)

98.8%

107.9%

92.1%

72.5%

12% Senior Secured

Notes due 2015

(1)

Oct-12:

Saturn-

Parent transaction

announced

Source: Advantage Data.

Historical Debt Trading Levels

(1)

Reflects weighted average of two largest tranches of 2015 senior secured notes.

(2)

One day prior to Saturn-Parent transaction announcement.

CONFIDENTIAL -

Centerview’s valuation analysis includes a number of different valuation methodologies, each with its own

particular considerations:

Overview of Valuation Methodologies Employed

Historical Trading

Ranges

Precedent

Transactions

Relevant to consider Comet trading levels both

before and since the announcement of the

Saturn/Parent transaction

All cash transactions

Minority squeeze-outs

Each transaction is situation-specific

Analyst Price Targets

Wide range of expectations and assumptions

Generally based on per-MHz-pop valuations and DCF

Precedent Spectrum

Acquisitions

Recent strategic acquisitions of material spectrum blocks

Each transaction is situation-specific

Discounted Cash Flow

Analysis

Intrinsic value based on projected future free cash

flow profile

Analysis is impacted by assumptions around future

wholesale customers

$0.90

$2.69

52-week

range

(based

closing

prices)

Median of both cash transactions overall and minority

squeeze-outs is in the ~30% range

$2.00

$4.00

range

(excluding

high/low)

Most-similar spectrum has traded in the $0.18 -

$0.26

MHz-pop

range

Very wide range of outcomes depending on

assumptions

Management plans require significant additional

funding to realize DCF value which may not be

achievable

Comments

Observations

CONFIDENTIAL -

Analysis at Various Prices

Source:

Comet management, Company filings and FactSet, as of November 30, 2012.

Note:

U.S. dollars in millions, except per MHz-pop and per share amounts. Date ranges reflect calendar ranges (e.g., 30 days reflects 30 calendar days).

(1)

Based on 1,494 million diluted shares outstanding.

(2)

Comet management estimate.

(3)

Based on 47.0bn MHz-pops.

Current

Proposal

Earth

Impl. Dipper

$2.32

$2.60

$2.80

$2.97

$3.00

$3.08

$3.25

$3.50

Aggregate Equity Value

(1)

$3,465

$3,883

$4,182

$4,436

$4,481

$4,601

$4,854

$5,228

Plus: Debt

4,486

Plus: NPV of Spectrum Leases

(2)

1,800

(Less): Cash & S-T Investments

(828)

Aggregate Enterprise Value

$8,922

$9,340

$9,639

$9,893

$9,938

$10,058

$10,311

$10,685

Transaction Highlights

Value of Non-Saturn Equity

1,750

1,962

2,113

2,241

2,264

2,324

2,452

2,641

Incremental Value vs. Preliminary Proposal

151

279

302

363

491

679

% Increase vs. Preliminary Proposal

7.7%

14.2%

15.4%

18.5%

25.0%

34.6%

Premia

Spot Prices

Relative to Current ($2.32)

12.1%

20.7%

28.0%

29.3%

32.8%

40.1%

50.9%

1-Day ($2.12)

9.4%

22.6%

32.1%

40.1%

41.5%

45.3%

53.3%

65.1%

1-Week ($2.16)

7.7%

20.6%

29.9%

37.8%

39.2%

42.9%

50.8%

62.4%

4-Weeks ($1.87)

24.1%

39.0%

49.7%

58.8%

60.4%

64.7%

73.8%

87.2%

1-Day Prior to Annc. of Saturn/Parent Txn ($1.30)

78.5%

100.0%

115.4%

128.5%

130.8%

137.0%

150.0%

169.2%

Relative to 52-Wk. High ($2.69)

(13.8%)

(3.3%)

4.1%

10.4%

11.5%

14.5%

20.8%

30.1%

Trading Averages

4-Weeks to Current ($2.19)

5.8%

18.5%

27.6%

35.4%

36.8%

40.4%

48.2%

59.6%

4-Weeks ($2.11)

9.7%

23.0%

32.5%

40.5%

41.9%

45.7%

53.7%

65.6%

3-Mos. ($1.79)

29.3%

44.9%

56.0%

65.5%

67.2%

71.7%

81.1%

95.0%

6-Mos. ($1.51)

53.3%

71.8%

85.0%

96.2%

98.2%

103.5%

114.7%

131.2%

4-Weeks Prior to Annc. of Saturn/Parent Txn ($1.44)

60.9%

80.3%

94.2%

106.0%

108.1%

113.7%

125.4%

142.8%

3-Mos. Prior to Annc. of Saturn/Parent Txn ($1.43)

62.4%

82.0%

96.0%

107.9%

110.0%

115.7%

127.5%

145.0%

EV / MHz-pop

(3)

$0.190

$0.199

$0.205

$0.210

$0.211

$0.214

$0.219

$0.227

CONFIDENTIAL -

Source:

Wall Street research and FactSet, as of November 30, 2012. Excludes analysts for whom price target is not available.

(1)

Reflects standardized text, as per ThomsonOne.

(2)

Reflects near-term price target, as per analyst research.

Analyst Price Targets

Price

Report

Valuation

Analyst

Rating

(1)

Target

(2)

Date

Methodology

Zachary

Buy

$5.00

Oct-12

not provided

BofA Merrill Lynch

Buy

4.00

Oct-12

$0.15-$0.30 / MHz-pop

Wells Fargo

Buy

3.75

Jul-12

$0.17-$0.19 / MHz-pop

Davidson

Buy

3.00

Oct-12

not provided

Guggenheim

Buy

3.00

Oct-12

not provided

JANCO

Buy

2.75

Aug-12

not provided

Macquarie

Hold

2.75

Nov-12

DCF "Scenario Analysis"

RBC

Hold

2.50

Nov-12

$0.25 / MHz-pop

Jefferies

Hold

2.00

Oct-12

DCF / Spectrum-based

Evercore

Hold

1.75

Oct-12

Spectrum-based

UBS

Hold

1.75

Oct-12

DCF-based

CONFIDENTIAL -

Date

Txn

Total

Acquiror

Target

$ / MHz-pop

Annc.

Value

MHz-pop

Comment

Comet

Saturn

Spectrum

5/7/08

$7,400

28,989

Reflects price for spectrum contributed by Saturn for stake

in Comet

Dipper

Comet

$2,433

11,367

Preliminary Dipper proposal to Comet

Saturn

Earth

10/17/12

9,893

47,000

Based on $2.97/share

Comet

BellSouth

2/15/07

300

1,700

Regulatory divestiture in connection with AT&T/BellSouth

AT&T

NextWave

8/2/12

600

2,846

Price includes guard bands; ex. yields $0.37 / MHz-pop

Subject to FCC approval of AT&T / Sirius plan

Harbinger

(LightSquared)

SkyTerra

9/23/09

1,849

7,500

Regulatory requirement for significant build-out

Dipper

DBSD

2/1/11

1,364

6,000

Transactions included satellites

Required $114mm payment to Saturn

Dipper

Terrestar

6/14/11

1,382

6,600

FCC approval required prior to terrestrial use

Distressed sale

Verizon

SpectrumCo

12/2/11

3,600

5,180

Contiguous with holdings / able to immediately deploy

Part of larger agreement with Cable Companies

Verizon

Cox

12/16/11

315

560

Contiguous with holdings / able to immediately deploy

Complementary to SpectrumCo Acquisition

Various

Nextwave

Spectrum

7/17/08

150

593

$0.253

$0.563

$0.695

$0.209

$0.227

$0.247

$0.211

$0.176

$0.210

$0.214

$0.255

Precedent Spectrum Acquisitions

(3)

(4)

(2)

(5)

(1)

(6)

Source: Company filings, FCC reports and Wall Street research.

Note:

Figures in millions, except $ / MHz-pop.

(1)

Reflects total transaction size at headline “target” price of $20 / share (price after post-closing adjustments to be within $17-$23 range).

(2)

Reflects Sprint spectrum to be contributed, as of 4/30/08. Merger agreement specifies a minimum of 27,540 MHz-pops at closing.

(3)

Transaction was primarily WCS but also included AWS spectrum.

(4)

Includes C/D blocks not immediately usable due to requirement for “guard bands.” 1,607 MHz-pops excluding C/D blocks.

(5)

Final closing prices as per Q1’12 10-Q.

(6)

Divestiture included both 10 and 20 MHz blocks; assumes average of 15 MHz, as per Wall Street research.

CONFIDENTIAL -

Initial Offer

Final Offer

Date

Ownership

Txn

Premium

Price

Annc.

Closed

Target

Acquiror

% Prior

% Acq.

% PF

Value

(1)

Price

Prem.

(2)

Price

1-Day

1-Week

4-Week

Increase

(3)

6/2/10

8/30/10

Gerdau Ameristeel

Gerdau Steel N.

America

66.3%

33.7%

100.0%

$1.6

$11.00

53.4%

$11.00

53.4%

57.1%

56.9%

9/4/09

10/28/09

Odyssey Re

Holdings

Fairfax Financial

Holdings

72.6%

27.4%

100.0%

1.0

60.00

20.0%

65.00

30.0%

29.9%

39.9%

8.3%

8/12/08

11/5/08

UnionBanCal

Bank of Tokyo-

MUFJ

65.4%

34.6%

100.0%

3.7

63.00

9.1%

73.50

27.2%

29.5%

104.4%

16.7%

7/21/08

3/26/09

Genentech

Roche Holdings AG

55.7%

44.3%

100.0%

46.8

89.00

8.8%

95.00

16.1%

26.0%

28.1%

6.7%

3/10/08

1/2/09

Nationwide

Financial

Nationwide Mutual

Insurance

66.3%

33.7%

100.0%

2.5

47.20

26.7%

52.25

40.2%

31.0%

10.7%

11/20/06

4/20/07

TD Banknorth

TD Bank Financial

Group

57.0%

43.0%

100.0%

3.2

32.33

7.3%

32.33

7.3%

9.1%

8.6%

2/6/06

5/16/06

Lafarge North

America

Lafarge S.A.

53.2%

46.8%

100.0%

2.9

75.00

17.4%

85.50

33.8%

34.4%

40.5%

14.0%

9/1/05

11/8/05

7-Eleven

Seven & I Holdings

72.7%

27.3%

100.0%

1.3

32.50

14.7%

37.50

32.3%

31.0%

14.1%

15.4%

8/2/04

12/8/04

Cox

Communications

Cox Enterprises

62.2%

37.8%

100.0%

8.5

32.00

16.0%

34.75

26.0%

24.6%

25.2%

8.6%

Min

7.3%

9.1%

8.6%

Mean

19.3%

29.6%

30.3%

38.8%

8.9%

Median

16.0%

30.0%

29.9%

31.0%

8.6%

Max

53.4%

57.1%

104.4%

16.7%

Mean

11.5%

Median

10.7%

Precedent Minority Squeeze-Out Transactions

Selected Cash Transactions Greater than $1.0 billion

Source:

Company filings, Thomson SDC, Bloomberg and Capital IQ.

Note:

Date ranges reflect calendar ranges (e.g., 30 days reflects 30 calendar days).

(1)

Reflects value of equity acquired. U.S. dollars in billions.

(2)

Premium to target’s stock price 1-day prior to initial announcement.

(3)

Initial to final.

All Transactions

Transactions with Price Increases

CONFIDENTIAL -

Management has provided Centerview with two sets of financial projections, differing primarily with

respect to the Company’s assumed wholesale customer base:

–

Multi-Customer

Case

(“MCC”)

assumes

substantial

non-Saturn

LTE

network

traffic

beginning

2014

(~70% of total revenue by 2015)

–

Single-Customer

Case

(“SCC”)

assumes

Saturn

remains

Comet’s

only

wholesale

customer

Both cases assume ongoing LTE upgrades and retail strategy consistent with announced plans

In evaluating the feasibility and value of these plans, we note the following:

–

Despite a concerted effort over the past several years, Comet has yet to attract another meaningful

wholesale customer other than Saturn

•

Given an estimated nine-month lead time to put traffic on-net, the MCC implies one or more very

significant new-customer win(s) in the immediate future

–

Both the MCC and the SCC contemplate substantial funding gaps (~$2bn and ~$4bn, respectively) to

reach free cash flow positive

•

Potential sources of funds include capital markets solutions and/or spectrum sales, but uncertainty

around the timing and amount of available funding impacts the feasibility of these plans

Management Plan Overview

Centerview Observations

Source:

Comet management.

CONFIDENTIAL -

12 -'20

2011A

2012E

2013E

2014E

2015E

2016E

2017E

2018E

2019E

2020E

CAGR

MCC

Revenue

$1,253

$1,262

$1,207

$1,082

$2,351

$3,905

$5,098

$6,145

$7,141

$7,447

24.8%

Adjusted EBITDA

(1)

($305)

($168)

($280)

($482)

$748

$2,275

$3,696

$4,871

$5,763

$5,940

% Margin

-24.3%

-13.3%

-23.2%

-44.5%

31.8%

58.3%

72.5%

79.3%

80.7%

79.8%

Capital Expenditures

(220)

(157)

(327)

(294)

(235)

(390)

(510)

(614)

(714)

(745)

21.5%

Interest Expense

(477)

(514)

(512)

(511)

(510)

-0.1%

Free Cash Flow

(1,368)

(624)

(1,113)

(1,269)

(389)

1,200

2,524

2,184

2,600

2,768

Cash Balance / (Deficit)

$1,108

$828

($350)

($1,654)

($898)

$1,596

$3,743

$6,306

$9,036

SCC

Revenue

$1,253

$1,262

$1,191

$839

$1,211

$1,714

$2,101

$2,434

$2,749

$2,904

11.0%

Adjusted EBITDA

(1)

($305)

($168)

($267)

($717)

($387)

$106

$745

$1,287

$1,554

$1,640

% Margin

-24.3%

-13.3%

-22.4%

-85.4%

-32.0%

6.2%

35.5%

52.9%

56.5%

Capital Expenditures

(220)

(157)

(293)

(317)

(154)

(171)

(238)

(243)

(279)

(298)

8.4%

Interest Expense

(477)

(514)

(512)

(511)

(510)

-0.1%

Free Cash Flow

(1,368)

(624)

(1,065)

(1,545)

(1,267)

(641)

(57)

487

725

812

Cash Balance / (Deficit)

$1,108

$828

($301)

($1,882)

($3,181)

($3,845)

($3,481)

($2,794)

($2,021)

Management Plan Overview

Source:

Financial projections per Comet management.

Note:

U.S. dollars in millions.

(1)

Adjusted EBITDA excludes non-cash charges per Comet management calculation.

Financial Summary

Indicates Maximum Funding Gap

($2,075)

($3,932)

CONFIDENTIAL -

Illustrative DCF Value

Source:

Financial projections per Comet management.

Note:

Includes present value of NOLs per management.

MCC –

Equity Value / Share

MCC –

Equity Value / Share

SCC –

Equity Value / Share

SCC –

Equity Value / Share

Plan requires ~$2.0 billion additional

funding to achieve forecast

Plan requires ~$4.0 billion additional

funding to achieve forecast

SCC –

Implied Terminal Value Multiple

MCC –

Implied Terminal Value Multiple

Perpetuity Growth Rate

($1.4)

12.5%

($1.33)

($1.17)

($0.98)

($0.74)

15.0%

(1.91)

(1.81)

(1.71)

(1.58)

17.5%

(2.29)

(2.23)

(2.17)

(2.09)

Perpetuity Growth Rate

$6.7

12.5%

$7.30

$7.92

$8.66

$9.55

15.0%

4.89

5.25

5.67

6.16

17.5%

3.22

3.45

3.71

4.00

Perpetuity Growth Rate

4.5x

12.5%

3.8x

4.2x

4.7x

5.2x

15.0%

3.2

3.5

3.8

4.1

17.5%

2.7

2.9

3.2

3.4

Perpetuity Growth Rate

4.8x

12.5%

4.1x

4.5x

5.0x

5.5x

15.0%

3.4

3.7

4.0

4.4

17.5%

2.9

3.1

3.4

3.6

CONFIDENTIAL -

Illustrative Cash Flow Impact of Potential Dipper Transaction

Source:

Financial projections per Comet management.

Note:

U.S. dollars in millions.

(1)

Based on weighted average interest rate of 12.25% on Senior Secured Notes.

Refinancing of Senior Secured Notes

could help address funding gap

Multiple Carrier Case

Single Carrier Case

Gross Proceeds to Comet

$2,433

Less: NPV of Spectrum Leases

(177)

Less: Cash Taxes

(200)

Less: 2013E CapEx Spend (a)

(327)

(293)

Less: 25% of Proceeds after CapEx Reserve (b)

(432)

(441)

Proceeds to be Used to Tender for Debt

$1,296

$1,322

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

Memo: Status Quo Cash Balance

($350)

($1,654)

($2,075)

($898)

$1,596

($301)

($1,882)

($3,181)

($3,845)

($3,932)

Status Quo Period Cash Flow

($1,178)

($1,305)

($420)

$1,176

$2,494

($1,130)

($1,581)

($1,298)

($665)

($87)

Net Proceeds from Spectrum Sale (after Tender)

1,296

1,322

Proceeds Reserved for CapEx / General (a+b)

759

734

Annual Interest Savings

(1)

Pro Forma Ending Cash Balance

$1,706

$401

($19)

$1,157

$3,651

$1,754

$173

($1,125)

($1,790)

($1,877)

Status Quo Period Cash Flow

($1,178)

($1,305)

($420)

$1,176

$2,494

($1,130)

($1,581)

($1,298)

($665)

($87)

Net Proceeds from Spectrum Sale (after Tender)

Proceeds Reserved for CapEx / General (a+b)

759

734

Annual Interest Savings

(1)

159

162

Pro Forma Ending Cash Balance

$568

($578)

($839)

$496

$3,149

$594

($825)

($1,961)

($2,464)

($2,389)

Assuming No

Holders Tender

Assuming 100%

of Holders

Tender

CONFIDENTIAL -

Shares Issued (MM)

360

Issue Price

$2.20

$2.00

$1.80

$1.60

Implied Discount

-9.1%

-18.2%

-27.3%

Gross Proceeds ($MM)

$790

$718

$646

$574

Dilution

19.7%

Financing Considerations

Source:

Comet management and SEC filings.

(1)

Assumes refinancing of Senior Secured Notes at 8.5% annual interest rate.

Senior Debt

Lenders have indicated potential ability to refinance a

portion of $3.2bn Senior Secured Notes

Issuance upsized to include 6% call premium

8.00%

9.00%

coupon

new

debt

versus

12.00%-

14.75% current coupon

Potential annual interest savings of $22 million for

each $1 billion refinanced

(1)

No upfront cash to Comet’s balance sheet;

interest savings would not satisfy funding gap

Investors will demand call protection on new debt,

limiting Saturn’s ability to refinance post-merger

Market perception of likelihood of strategic

transaction may impact pricing / terms

Junior Debt

Most-aggressive proposal indicated ability to refinance

$500mm Second Priority Notes

Market appetite for new issue likely limited and

expensive

No upfront cash to Comet’s balance sheet; interest

savings would not satisfy funding gap

Coupon not specified

Equity

Received indicative proposal for committed equity

offering of $200mm -

$500mm

Mt. Kellett provided term sheet in Spring 2012 for

structured equity investment; however, proposal was

not fully committed

Execution may be challenged by uncertainty around

committed equity offering

Company only has 360mm available authorized

shares (increase would require shareholder vote)

Saturn pre-emptive rights

Likelihood of significant dilution:

Comments

Illustrative Impact Analysis

CONFIDENTIAL -

Illustrative WACC Analysis

Source:

Bloomberg, Ibbotson and Advantage Data.

(1)

Based on yield-to-worst of currently outstanding traded notes.

Illustrative WACC Over Time

Max Debt Yields

Prior to S-P Annc.

Current

(10/11/11)

(10/10/12)

(11/30/12)

Cost of Equity

14.3%

14.5%

12.9%

Cost of Debt –

At Par

Wtd Avg. Cost of Debt

(Incl. Leases)

–

At Par

11.1%

(Less): Taxes @ 38%

(4.2%)

After-Tax Cost of Debt –

At Par

6.9%

WACC –

At Par

9.1%

9.2%

9.5%

Cost of Debt –

Based on Traded Notes Yield-to-Worst

Weighted Avg. Yield-to-Worst

(1)

27.4%

12.5%

9.2%

(Less): Taxes @ 38%

(10.4%)

(4.8%)

(3.5%)

After-Tax Cost of Debt –

At Yield-to-Worst

17.0%

7.8%

5.7%

WACC –

At Yield-to-Worst

16.2%

9.8%

8.8%