Order authorizing transfer of control from Intelsat Ltd to Zeus Holdings Limited

0004-EX-TU-2005 Text Documents

Intelsat LLC

2005-01-25ELS_68953

Federal Communications Commission DA 04-4034 Before the Federal Communications Commission Washington, D.C. 20554 In the matter of ) ) Intelsat, Ltd., Transferor, and ) Zeus Holdings Limited, Transferee ) IB Docket No. 04-366 ) Consolidated Application for Consent to Transfers ) of Control of Holders of Title II and Title III ) Authorizations and Petition for Declaratory Ruling ) under Section 310 of the Communications Act of ) 1934, as Amended ORDER AND AUTHORIZATION Adopted: December 22, 2004 Released: December 22, 2004 By the Chief, International Bureau; Chief, Wireless Tele communications Bureau; and Chief, Office of Engineering and Technology: I. INTRODUCTION 1. In this Order and Authorization, we grant, subject to certain conditions, the Applications of Intelsat, Ltd. (“Intelsat” or “Transferor”) and Zeus Holdings Limited (“Zeus” or “Transferee” and, with Intelsat, the “Applicants”) to transfer control of certain Title II and Title III authorizations from Intelsat to Zeus.1 As discussed below, we conclude, pursuant to our review under sections 214(a) and 310(d) of the Communications Act of 1934, as amended (the “Communications Act” or “Act”),2 that approval of the Applications will serve the public interest, convenience, and necessity. In addition, subject to the limitations specified herein, we find that the public interest would not be served by prohibiting the identified, proposed indirect foreign ownership of Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC (the “Intelsat Title III Licensees”) in excess of the 25 percent benchmark set by section 310(b)(4) of the Act.3 We treat Intelsat USA License Corp., Intelsat General Corporation, and Intelsat MTC LLC, the international section 214 authorization holders, as “dominant” in their provision of transmission capacity for common carrier switched voice and private line service on “thin” routes.4 We 1 See Intelsat, Ltd., Transferor, and Zeus Holdings Limited, Transferee, Consolidated Application for Consent to Transfers of Control of Holders of Title II and Title III Authorizations and Petition for Declaratory Ruling under Section 310 of the Communications Act of 1934, as Amended, IB Docket No. 04-366 (erratum and conformed copy filed Sept. 10, 2004) (the “Consolidated Application”); File Nos. SAT-T/C-20040903-00166, SAT-T/C-20040903- 00167, SES-T/C-20040903-01328, SES -T/C-20040903-01330, SES-T/C-20040903-01331, SES -T/C-20040903- 01332, SES-T/C-20041119-01718, ITC-T/C-20040907-00356, ITC-T/C-20040907-00357, ITC-T/C-20041119- 00458, 0001855699, 0030-EX-TU-2004 (the “Transfer Applications”); and File No. ISP-PDR-20040907-00008 (the “Petition for Declaratory Ruling” and, together with the Consolidated Application and the Transfer Applications, the “Applications”). 2 47 U.S.C. §§ 151 et seq., 214(a), 310(d). 3 47 U.S.C. § 310(b)(4). See infra ¶¶ 17-27 and Appendix B to this Order and Authorization. 4 See infra ¶¶ 34-36. 1

Federal Communications Commission DA 04-4034 condition this grant on compliance with the network security commitments that the Applicants have made to certain Executive Branch agencies.5 Finally, the Title III licenses and authorizations transferred in this Order and Authorization remain subject to the ORBIT Act until a future Commission finding that Intelsat has complied with the privatization provisions of the ORBIT Act.6 II. BACKGROUND 2. The Applications seek Commission approval to transfer control of five subsidiaries of Intelsat – Intelsat LLC, Intelsat North America LLC, Intelsat USA License Corp., Intelsat General Corporation,7 and Intelsat MTC LLC (together, the “Intelsat Licensees”) – from Intelsat, the ultimate parent of the Intelsat Licensees, to Zeus. The Intelsat Licensees hold Commission licenses for space, earth and private land mobile radio stations, authorizations for experimental earth stations, and section 214 authority to provide international common carrie r services. As noted, Zeus also requests a declaratory ruling that the proposed indirect foreign investment in the Intelsat Title III Licensees is consistent with the public interest.8 The Applications ask the Commission to defer grant, without delaying the Commission’s consideration of the Applications in any other respect, until the Commission receives notice that all national security, law enforcement, and public safety concerns regarding the proposed transaction have been resolved with the Executive Branch.9 3. On September 21, 2004, the Commission placed the Applications on public notice.10 No parties petitioned against the Applications. On October 21, 2004, the U.S. Department of Justice and the Federal Bureau of Investigation (the “DOJ/FBI”) filed a letter asking the Commission to maintain its deferral of final action on the Applications until the relevant Executive Branch agencies advised the Commission that all national security, law enforcement, and public safety concerns had been addressed.11 On November 24, 2004, the DOJ/FBI, U.S. Department of Homeland Security, and Defense Information 5 See infra ¶¶ 37-40. 6 Title VI of the Communications Satellite Act of 1962, as amended, 47 U.S.C. §§ 701 et seq., which was added by the Open-Market Reorganization for the Betterment of International Telecommunications Act, Pub. Law 106-180, 114 Stat. 48 (2000), most recently amended by Pub. Law 108-371, 118 Stat. 1752 (2004) (“ORBIT Act”). See infra ¶¶ 41, 47. 7 On November 12, 2004, Intelsat Government Solutions Corporation officially changed its name to Intelsat General Corporation. See Letter from Counsel to Intelsat to Secretary, Federal Communications Commission, File No. ITC- 20040528-00213 (filed Nov. 17, 2004). In this Order and Authorization, we refer to the company by its current name, Intelsat General Corporation. 8 Consolidated Application at 23; Amendment to Petition for Declaratory Ruling Under Section 310 of the Communications Act of 1934, as Amended, IB Docket No. 04-366 (Intelsat-Zeus), File No. ISP-PDR-20040907- 00008 (filed Nov. 18, 2004) (“Amendment to Petition for Declaratory Ruling”), at 1. 9 Consolidated Application at 29 n.62. 10 Intelsat, Ltd., Transferor, and Zeus Holdings Limited, Transferee, Seek FCC Consent to Transfer Control of Licenses and Authorizations and a Declaratory Ruling on Foreign Ownership, Pleading Cycle Established, IB Docket No. 04-366, Public Notice, DA 04-3018, 19 FCC Rcd 18580 (Int’l Bur., Wireless Tel. Bur. & OET 2004). See also Intelsat MTC LLC, Filing to Amend Transfer of Control Applications of Intelsat Ltd. to Zeus Holdings Ltd., File No. SES-T/C-20041119-01718, Informative Public Notice, Report No. SES-00662 (Int’l Bur. Nov. 24, 2004), at 5; Zeus Holdings Limited, Transfer of Control of Intelsat MTC LLC from Intelsat, Ltd. to Zeus Holdings Limited, File No. ITC-T/C-20041119-00458, and Zeus Holdings Limited, Amendment to Petition for Declaratory Ruling on Foreign Ownership, File No. ITC-PDR-20040907-00008, Informative Public Notice, Report No. TEL-00854S (Int’l Bur. Nov. 26, 2004), at 3-4. 11 Letter from Laura Parsky, Deputy Assistant Attorney General, and Patrick W. Kelley, Deputy Genera l Counsel, FBI, U.S. Department of Justice, to George Li, Deputy Chief, Policy Division, International Bureau, Federal Communications Commission, IB Docket No. 04-366 (filed Oct. 21, 2004). See also supra note 9. 2

Federal Communications Commission DA 04-4034 Systems Agency, U.S. Department of Defense (the “Executive Branch agencies”) filed a Petition to Adopt Conditions that attaches a letter setting out certain network security commitments.12 A. The Transferor 4. Intelsat is a Bermuda entity that owns and operates a global satellite system providing space segment capacity used for voice, video, data and Internet connectivity. 13 As noted above, the Commission has issued various licenses and authorizations to the Intelsat Licensees, five wholly-owned U.S. subsidiaries of Intelsat. Intelsat’s fleet of satellites offers service in more than 200 countries, serving large telecommunications carriers, broadcasters, corporate networks, Internet service providers, distributors that resell capacity, and customers that purchase capacity for their own use.14 5. Intelsat indirectly controls and holds its interests in the five Intelsat Licensees through two Delaware entities, Intelsat Holdings LLC and Intelsat USA Sales Corp. 15 As noted above, the five Intelsat Licensees are Intelsat LLC, Intelsat North America LLC, Intelsat USA License Corp., Intelsat General Corporation, and Intelsat MTC LLC. Intelsat LLC, a Delaware limited liability company, is the indirect wholly-owned subsidiary of Intelsat that holds the majority of Intelsat’s satellite and earth station licenses, as well as certain experimental earth station authorizations and private land mobile radio licenses.16 Intelsat LLC also recently acquired from Comsat General Corporation a private land mobile radio license, a space station license for the Marisat satellite, and six earth station licenses.17 Intelsat North America LLC, a Delaware limited liability company wholly owned and controlled by Intelsat LLC, holds space station licenses recently acquired from Loral Satellite, Inc. and Loral SpaceCom Corporation. 18 Intelsat USA License Corp. and Intelsat General Corporation, Delaware corporations indirectly wholly owned by Intelsat, hold Title II international common carrier authorizations.19 Finally, Intelsat MTC LLC, a Delaware limited liability company wholly owned and controlled by Intelsat General Corporation, is the holder of an international section 214 authorization and two earth station 12 Petition to Adopt Conditions to Authorizations and Licenses, IB Docket No. 04-366 (filed Nov. 24, 2004) (“Petition to Adopt Conditions”). 13 Consolidated Application at 4. 14 Id. 15 Intelsat, a Bermuda entity, wholly owns Intelsat (Bermuda), Ltd., also a Bermuda entity. Intelsat (Bermuda), Ltd. wholly owns Intelsat Holdings LLC, which itself wholly owns Intelsat LLC, itself the parent of Intelsat North America LLC. Intelsat (Bermuda), Ltd. also wholly owns Intelsat Global Sales & Marketing Ltd., an entity organized under the laws of England and Wales, which itself wholly owns Intelsat USA Sales Corp. Intelsat USA Sales Corp. is the parent of Intelsat USA License Corp. and of Intelsat General Corporation, which in turn wholly owns Intelsat MTC LLC. See Consolidated Application at 7. See infra Appendix C (ownership charts). 16 Consolidated Application at 5. 17 Authorizations Granted, Applications of Comsat General Corporation, Lockheed Martin Global Telecommunications LLC, Comsat New Services, Inc., Intelsat LLC, and Intelsat MTC LLC to Assign Licenses and Authorizations and Request for a Declaratory Ruling on Foreign Ownership, IB Docket No. 04-235, Public Notice, DA 04-3418 (Int’l Bur. & Wireless Tel. Bur. Oct. 27, 2004) (“Comsat General Public Notice”), at Appendix A, Erratum (Int’l Bur. Nov. 24, 2004) (correcting file number). 18 Loral Satellite, Inc. (Debtor-in-Possession) and Loral SpaceCom Corporation (Debtor-in-Possession), Assignors, and Intelsat North America, LLC, Assignee, Applications for Consent to Assignments of Space Station Authorizations and Petition for Declaratory Ruling under Section 310(b)(4) of the Communications Act of 1934, As Amended, Order and Authorization, DA 04-357, 19 FCC Rcd 2404 (Int’l Bur. 2004) (“Loral/Intelsat Order”), recon. pending. See also Consolidated Application at 6. 19 Consolidated Application at 6-7. 3

Federal Communications Commission DA 04-4034 authorizations recently acquired from Lockheed Martin Global Telecommunications, LLC.20 B. The Transferee 6. Zeus, organized under Bermuda law, will acquire 100 percent of the equity and voting interests of Intelsat.21 Zeus is wholly owned by 20 entities (collectively, the “Investing Funds”) ultimately controlled by four private equity fund groups: (1) Apax Excelsior VI and Apax Europe V (together, “Apax”); (2) Apollo V (“Apollo”); (3) Madison Dearborn (“MDP”); and (4) Permira Europe III (“Permira” and, together with Apax, Apollo, and MDP, the “Private Equity Funds”).22 The Applicants state that two of the Private Equity Funds (Apollo and MDP) ultimately are controlled by U.S. citizens and the other two (Apax and Permira) ultimately are controlled by citizens of the United States and other World Trade Organization (“WTO”) Members.23 7. Apax. Apax is a private investment firm that makes investments through private equity funds on behalf of itself and its investors.24 Apax holds its 25 percent interest in Zeus through 13 Investing Funds that are divided into two fund groups controlled by two different groups of Apax principals. 25 Four of the Investing Funds are organized into a commonly controlled fund group, Apax Excelsior VI, which holds a five percent interest in Zeus.26 This fund group includes two Delaware limited partnerships (Apax Excelsior VI, L.P. and Patricof Private Investment Club III, L.P.) and two Dutch partnerships (Apax Excelsior VI-A, CV and Apax Excelsior VI-B, CV).27 Nine of the Investing Funds are organized into a separate commonly controlled fund group, Apax Europe V, which holds a 20 percent interest in Zeus.28 This second fund group includes a Delaware limited partnership (Apax Europe V-A, L.P.), five United Kingdom limited partnerships (Apax Europe V-B, L.P., Apax Europe V-D, L.P., Apax Europe V-E, L.P., Apax Europe V-1, L.P., and Apax Europe V-2, L.P.), a German limited partnership (Apax Europe V-C GmbH & Co. KG), and two Dutch partnerships (Apax Europe V-F, CV and Apax Europe V-G, CV).29 8. Apollo. Apollo holds its 25 percent interest in Zeus through AIF V Euro Holdings, L.P., a Cayman Islands limited partnership. 30 9. MDP. MDP is a Chicago-based private equity firm that focuses on management buyout and other private equity investments in several industries, including communications. 31 MDP holds its 25 percent share in Zeus through MDCP IV Global Investments, L.P., a Cayman Islands limited 20 Comsat General Public Notice at Appendix A. 21 Consolidated Application at 8. 22 Id. Attachment 3, as supplemented by Letter from Counsel to Applicants to Secretary, Federal Communications Commission, IB Docket No. 04-366 (filed Saturday, Nov. 6, 2004 and received Nov. 8, 2004 in IB Docket No. 04- 366) (“Nov. 8 Letter”). 23 Consolidated Application at 8. 24 Id. Attachment 3 at 2. 25 Id. 26 Id. 27 Id. 28 Id. Attachment 3 at 3. 29 Id. Attachment 3 at 3-4. 30 Id. Attachment 3 at 5. 31 Id. Attachment 3 at 9. 4

Federal Communications Commission DA 04-4034 partnership. 32 10. Permira. Permira holds its 25 percent share in Zeus through five Investing Funds organized into a commonly controlled fund group. The funds include two Guernsey limited partnerships (Permira Europe III L.P. 1 and Permira Europe III L.P. 2), a German limited partnership (Permira Europe III GmbH & Co. KG), a Guernsey company (Permira Investments Limited), and a Guernsey-organized Permira executive and employee co-investment plan (Permira Europe III Co-Investment Scheme).33 C. The Transaction 11. On August 16, 2004, Intelsat and its wholly-owned subsidiary Intelsat (Bermuda), Ltd. entered into a transaction agreement and plan of amalgamation (“Transaction Agreement”) with Zeus, Zeus’ wholly-owned subsidiary Zeus Merger One Limited, a Bermuda limited liability company, and Zeus Merger Two Limited, a Bermuda limited liability company that is wholly owned by Zeus Merger One Limited. 34 Pursuant to the Transaction Agreement, the four Private Equity Funds indirectly will acquire 100 percent of the outstanding capital stock of Intelsat.35 Because each of the four funds holds 25 percent of the equity interests in Zeus, and Zeus will own 100 percent of the outstanding capital stock of Intelsat, each of the Private Equity Funds indirectly will own 25 percent of the equity interests in Intelsat and its direct and indirect wholly-owned subsidiaries, including the Intelsat Licensees.36 12. The proposed transaction will take place in two phases. In Phase One, Intelsat and Zeus Merger One Limited will amalgamate and continue as a Bermuda exempted company. 37 Each qualifying outstanding ordinary share of Intelsat will convert into the right to receive $18.75 in cash per share.38 Each ordinary share of Zeus Merger One Limited will convert into an ordinary share of the amalgamated entity. 39 After consummation of Phase One, the amalgamated entity will be a wholly-owned subsidiary of Zeus.40 In Phase Two, Intelsat (Bermuda), Ltd. and Zeus Merger Two Limited will amalgamate and continue as a Bermuda exempted company. 41 Each outstanding ordinary share of Zeus Merger Two Limited will be cancelled without any conversion or payment of any consideration. 42 Each issued and outstanding share of Intelsat (Bermuda), Ltd. will convert into an ordinary share of the sub-amalgamated entity. 43 After consummation of Phase Two, the sub-amalgamated entity will be a wholly-owned 32 Id. 33 Id. Attachment 3 at 7. 34 Consolidated Application at 9. 35 Id. 36 Id. The approximate aggregate value of the proposed transaction, including the assumption by Zeus of approximately $2 billion of outstanding Intelsat debt, is $5 billion. Id. 37 Consolidated Application at 10. Under Bermuda law, an exempted company is defined as a company that, although incorporated in Bermuda, is owned predominantly by non-Bermudians and normally carries on business within Bermuda only in connection with transactions and activities external to Bermuda. See www.bma.bm/bmawww.nsf/WebPages/ExemptedCompanies?OpenDocument (web site of the Bermuda Monetary Authority) (visited Dec. 15, 2004). 38 Consolidated Application at 10. 39 Id. at 10-11. 40 Id. at 11. 41 Id. 42 Id. 43 Id. 5

Federal Communications Commission DA 04-4034 subsidiary of the amalgamated entity resulting from Phase One.44 The Applications note that the amalgamated companies likely will retain the names “Intelsat” and “Intelsat (Bermuda), Ltd.”45 13. The board of directors of Zeus will consist of four individuals elected by the affirmative vote of three-fourths of the votes of all issued and outstanding shares of Zeus entitled to vote on the election of directors.46 Each Private Equity Fund, however, will have the right to appoint one board member.47 All approvals or actions of Zeus require approval by three of the four directors, with the exception of any act that treats any one of the Investing Funds differently from the treatment of the other Investing Funds, which requires the approval of the differently-treated Investing Fund. 48 III. DISCUSSION A. Framework for Analysis 14. In considering the Applications, the Commission must determine, pursuant to section 214(a) and section 310(d) of the Act, whether the proposed transfers of control will serve the public interest.49 Additionally, because of the foreign ownership interests presented in this case, we also must determine whether the proposed transfer of control of Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC, the Title III licensees, is permissible under the foreign ownership provisions of section 310 of the Act.50 15. The legal standards that govern our public interest analysis for transfer of control of authorizations and licenses under sections 214(a) and 310(d) require that we weigh the potential public interest harms against the potentia l public interest benefits to ensure that, on balance, the proposed transaction will serve the public interest, convenience, and necessity. 51 Our analysis considers the likely competitive effects of the proposed transfers and whether such transfers raise significant anti-competitive issues.52 In addition, we consider the efficiencies and other public interest benefits that are likely to result from the proposed transfers of control of the licenses and authorizations. 53 Further, we consider any 44 Id. 45 Id. at 12. 46 Id. at 14. 47 Consolidated Application Attachment 3 at 2; Letter from Counsel for Zeus to Secretary, Federal Communications Commission, IB Docket No. 04-366 (filed Dec. 9, 2004), at 1 (“Dec. 9 Letter”). 48 Consolidated Application at 14. 49 47 U.S.C. §§ 214(a), 310(d). 50 47 U.S.C. § 310(a), (b). 51 See, e.g., Application of VoiceStream Wireless Corporation, Powertel, Inc., Transferors, and Deutsche Telekom AG, Transferee, for Consent to Transfer Control of Licenses and Authorizations Pursuant to Sections 214 and 310(d) of the Communications Act and for Declaratory Ruling Pursuant to Section 310 of the Communications Act, Memorandum Opinion and Order, FCC 01-142, 16 FCC Rcd 9779, 9789, ¶ 17 (2001) (“VoiceStream/Deutsche Telekom Order”). See also AT&T Corp., British Telecommunications, PLC, VLT Co. LLC, Violet License Co. LLC, and TNV (Bahamas) Limited, Applications For Grant of Section 214 Authority, Modification of Authorizations and Assignment of Licenses in Connection with the Proposed Joint Venture Between AT&T Corp. and British Telecommunications, PLC, Memorandum Opinion and Order, FCC 99-313, 14 FCC Rcd 19140, 19147, ¶ 15 (1999) (“AT&T/BT Order”); Motient Services Inc. and TMI Communications and Company, LP, Assignors, and Mobile Satellite Ventures Subsidiary LLC, Assignee, Order and Authorization, DA 01-2732, 16 FCC Rcd 20469, 20473, ¶ 11 (Int’l Bur. 2001). 52 See, e.g., AT&T/BT Order, 14 FCC Rcd at 19148, ¶ 15. 53 See, e.g., VoiceStream/Deutsche Telek om Order, 16 FCC Rcd at 9789, ¶ 17. 6

Federal Communications Commission DA 04-4034 national security, law enforcement, foreign policy or trade policy concerns brought to our attention by the Executive Branch.54 B. Qualifications of Applicants 16. As a threshold matter, we must determine whether the Applicants have the requisite qualifications to hold and transfer control of licenses under section 310(d) of the Act and Commission rules.55 In making this determination, we do not, as a general rule, re-evaluate the qualifications of a transferor unless issues related to basic qualifications have been designated for hearing by the Commission or have been sufficiently raised in petitions to warrant the designation of a hearing. 56 We conclude that no such issues have been raised here that would require us to designate a hearing to re- evaluate the basic qualifications of the transferor, Intelsat. Conversely, the analysis of every transfer application requires that we determine whether the proposed transferee is qualified to hold Commission licenses.57 Section 310(d) requires the Commission to consider the qualifications of the proposed transferee as if the transferee were applying for the license directly under section 308 of the Act.58 No one has challenged the basic qualifications of the transferee in this transaction, Zeus, and our independent review finds no evidence to suggest that Zeus lacks the requisite financial, technical, legal, or other basic qualific ations to control the Intelsat Licensees. Thus, we find that Zeus possesses the basic qualifications to control the Intelsat Licensees. C. Foreign Ownership Review 17. In this section, we address issues relevant to our public interest inquiry under the foreign ownership provisions of section 310 of the Act. Zeus requests a ruling, pursuant to section 310(b)(4) of the Act, that would permit the Intelsat Title III Licensees to have indirect foreign ownership of up to and including 100 percent, in excess of the 25 percent benchmark of section 310(b)(4). 59 Specifically, Zeus seeks a declaratory ruling permitting: (i) Zeus to hold 100 percent indirect equity and voting interests in Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC; (ii) seventeen Investing Funds (all organized under the laws of non-U.S., WTO-Member countries) to hold up to an aggregate 100 percent voting interest and an 83.08 percent equity interest in Zeus; (iii) non-U.S. limited partners with direct interests in the Investing Funds to hold an aggregate 35.76 percent indirect equity interest in Zeus; and (iv) non-U.S. principals of the Private Equity Funds that hold ultimate control of Zeus to hold an aggregate 48.2 percent voting interest for the election of the Zeus board of directors and a 45 percent 54 See Rules and Policies on Foreign Participation in the U.S. Telecommunications Market, Report and Order and Order on Reconsideration, FCC 97-398, 12 FCC Rcd 23891, 23919-21, ¶¶ 61-66 (1997) (“Foreign Participation Order”), Order on Reconsideration, FCC 00-339, 15 FCC Rcd 18158 (2000). 55 47 U.S.C. § 310(d); 47 C.F.R. § 1.948 (transfer of control of wireless licenses); 47 C.F.R. § 25.119 (transfer of control of space and earth stations); 47 C.F.R. § 63.24 (transfer of control of international section 214 authority); 47 C.F.R. § 5.79 (transfer of control of experimental authorizations). 56 See, e.g., VoiceStream/Deutsche Telekom Order, 16 FCC Rcd at 9790, ¶ 19. 57 47 U.S.C. §§ 310(d), 308(b) (applications must set forth such facts as the Commission may require as to citizenship, character, and financial, technical and other qualifications); see also Applications of AirTouch Communications, Inc., Transferor, and Vodafone Group, PLC, Transferee, For Consent to Transfer of Control of Licenses and Authorizations, Memorandum Opinion and Order, File Nos. 0000003690 et al., DA 99-1200, 14 FCC Rcd 9430, 9432-34, ¶¶ 5-9 (Wireless Tel. Bur. 1999). 58 47 U.S.C. § 310(d). 59 Consolidated Application at 23. 7

Federal Communications Commission DA 04-4034 indirect voting interest on all other matters.60 18. Based on the record before us, we conclude that it would not serve the public interest to deny the transfer of control of the licenses held by the Intelsat Title III Licensees because of the proposed indirect foreign ownership interests that would be held by and through Zeus. We therefore grant Zeus’s petition for declaratory ruling under section 310(b)(4) to the extent specified below. Relying on Commission precedent, we find that the proposed transfers of control do not raise any issues under section 310(a) and 310(b)(1)-(b)(3) of the Act.61 1. Legal Standard for Foreign Ownership of Radio Licenses 19. Section 310(b)(4) of the Act establishes a 25 percent benchmark for indirect investment by foreign individuals, corporations, and governments in entities that control U.S. common carrier radio licensees, but grants the Commission discretion to allow higher levels of foreign ownership if it determines that such ownership is not inconsistent with the public interest.62 The calculation of foreign ownership interests under section 310(b)(4) is a two-pronged analysis in which the Commission examines separately the equity interests and the voting interests in the licensee’s parent.63 The Commission calculates the equity interest of each foreign investor in the parent and then aggregates these interests to determine whether the sum of the foreign equity interests exceeds the statutory benchmark. Similarly, the Commission calculates the voting interest of each foreign investor in the parent and aggregates these voting interests.64 The presence of aggregated alien equity or voting interests in a common carrier licensee’s parent in excess of 25 percent triggers the applicability of section 310(b)(4)’s statutory benchmark. 65 Once the benchmark is triggered, section 310(b)(4) directs the Commission to determine 60 Id. at 23-24; Amendment to Petition for Declaratory Ruling at 1; Letter from Counsel to Applicants to Secretary, Federal Communications Commission, IB Docket No. 04-366 (filed Nov. 30, 2004) (“Nov. 30 Letter”), at 3 (revising non-U.S. limited partner interests to 35.76%). 61 Section 310(a) of the Act prohibits any radio license from being “granted to or held by” a foreign government or its representative. 47 U.S.C. § 310(a). The ownership structure proposed by Zeus is such that no foreign government or its representative will hold any of the radio licenses. Section 310(b)(1)-(2) of the Act prohibits common carrier, broadcast and aeronautical fixed or en route radio licenses from being “granted to or held by” aliens, or their representatives, or foreign corporations. 47 U.S.C. § 310(b)(1), (b)(2). According to the Applications, no alien, representative, or foreign corporation will hold any of the common carrier licenses. Accordingly, we find that the proposed transaction is not inconsistent with the foreign ownership provisions of section 310(a) and 310(b)(1)-(b)(2) of the Act. See, e.g., VoiceStream/Deutsche Telekom Order, 16 FCC Rcd at 9804-9809, ¶¶ 38-48. Additionally, because the proposed transaction only involves foreign investment in and through U.S. holding companies that control the three Intelsat Title III Licensees, it does not trigger section 310(b)(3) of the Act, which places a 20% limit on alien, foreign corporate or foreign government ownership of entities that hold common carrier, broadcast and aeronautical fixed or en route Title III licenses. Contrast 47 U.S.C. § 310(b)(3) with § 310(b)(4). See Request for Declaratory Ruling Concerning the Citizenship Requirements of Sections 310(b)(3) and (4) of the Communications Act of 1934, as amended, Declaratory Ruling, FCC 85-295, 103 F.C.C. 2d 511 (1985) (“ Wilner & Scheiner I”), recon. in part, FCC 86-406, 1 FCC Rcd 12 (1986). 62 47 U.S.C. § 310(b)(4) (providing that “No broadcast or common carrier or aeronautical en route or aeronautical fixed radio station license shall be granted to or held by … any corporation directly or indirectly controlled by any other corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens, their representatives, or by a foreign government, or representative thereof, or by any corporation organized under the laws of a foreign country, if the Commission finds that the public interest would be served by the refusal or revocation of such license.”). 63 See BBC License Subsidiary L.P., Memorandum Opinion and Order, DA 95-364, 10 FCC Rcd 10968, 10973, ¶ 22 (1995) (“BBC License Subsidiary”). 64 See id. at 10972, ¶ 20, & 10973-74, ¶¶ 22-25. 8

Federal Communications Commission DA 04-4034 whether the “‘public interest will be served by the refusal or revocation of such license.’”66 20. As discussed in Section II.B, Zeus is organized under the laws of a foreign country, as is Intelsat and, in turn, Intelsat’s wholly-owned subsidiary Intelsat (Bermuda), Ltd., which is the direct parent of Intelsat Holdings LLC. In addition, Intelsat (Bermuda), Ltd.’s wholly-owned subsidiary Intelsat Global Sales & Marketing Ltd., which is the direct parent of Intelsat USA Sales Corp., is a foreign- organized company. Thus, the 100 percent direct and indirect ownership interests that would be held by Intelsat (Bermuda), Ltd., Intelsat, and Zeus in Intelsat Holdings LLC, and the 100 percent direct and indirect ownership interests that would be held by Intelsat Global Sales & Marketing Ltd., Intelsat (Bermuda), Ltd., Intelsat, and Zeus in Intelsat USA Sales Corp. would exceed the 25 percent benchmark set by section 310(b)(4). Applicants also identify proposed indirect foreign ownership of Intelsat Holdings LLC and Intelsat USA Sales Corp. that would exceed 25 percent resulting from foreign ownership interests that are held directly and indirectly in Zeus by and/or through the 20 Investing Funds that collectively hold 100 percent of the equity and voting interests in Zeus.67 We therefore must consider the transfer of control to Zeus of the common carrier licenses held by the Intelsat Title III Licensees under section 310(b)(4) of the Act. 21. In the Foreign Participation Order, the Commission concluded that the public interest would be served by permitting greater investment by individuals or entities from WTO Member countries in U.S. common carrier and aeronautical fixed and en route radio licensees.68 Therefore, with respect to indirect foreign investment from WTO Members, the Commission replaced its “effective competitive opportunities,” or “ECO,” test with a rebuttable presumption that such investment generally raises no competitive concerns.69 In evaluating an applicant’s request for approval of foreign ownership interests under section 310(b)(4), the Commission uses a “principal place of business” test to determine the nationality or “home market” of foreign investors.70 (...continued from previous page) 65 See, e.g., Sprint Corporation, Petition for Declaratory Ruling Concerning Section 310(b)(4) and (d) and the Public Interest Requirements of the Communications Act of 1934, as amended, Declaratory Ruling and Order, FCC 95-498, 11 FCC Rcd 1850, 1857, ¶ 47 (1995) (“Sprint Ruling”). See also BBC License Subsidiary, 10 FCC Rcd at 10973-74, ¶ 25. 66 Sprint Ruling, 11 FCC Rcd at 1857, ¶ 47 (quoting section 310(b)(4)). It is the licensee’s obligation to inform the Commission before its indirect foreign ownership exceeds the 25% benchmark set forth in section 310(b)(4). See Fox Television Stations, Inc., Order, FCC 95-188, 10 FCC Rcd 8452, 8474, ¶ 52 (1995). 67 See Consolidated Application at 7. See also infra Appendix C (ownership charts). Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC hold common carrier licensees. See Appendix A (file numbers and call signs). We note that section 310(b)(4) governs only common carrier, broadcast, and aeronautical en route or fixed radio licenses. Therefore, we do not consider specifically in our discussion here the proposed transfer of the private radio and experimental licenses held by Intelsat LLC. Our findings with respect to competitive effects, see infra ¶¶ 28-33, our public interest determination for the common carrier licenses, see infra ¶¶ 17-27 and Appendix B to this Order and Authorization, and the Executive Branch’s resolution of any national security and law enforcement concerns, see infra ¶¶ 37-40, collectively suffice to resolve any public interest implications, outside our review under section 310(b)(4), to the extent there are any, for the non-common carrier licenses. 68 Foreign Participation Order, 12 FCC Rcd at 23896, ¶ 9, 23913, ¶ 50, & 23940, ¶¶ 111-12. 69 Id. at 23896, ¶ 9, 23913, ¶ 50, & 23940, ¶ 111-12. 70 To determine a foreign entity’s home market for purposes of the public interest determination under section 310(b)(4), the Commission will identify and balance the following factors: (1) the country of a foreign entity’s incorporation, organization or charter; (2) the nationality of all investment principals, officers, and directors; (3) the country in which the world headquarters is located; (4) the country in which the majority of the tangible property, including production, transmission, billing, information, and control facilities, is located; and (5) the country from which the foreign entity derives the greatest sales and revenues from its operations. Foreign Participation Order, 12 (continued....) 9

Federal Communications Commission DA 04-4034 22. In light of the policies adopted in the Foreign Participation Order, we begin our evaluation of the proposed transaction under section 310(b)(4) by calculating the proposed foreign equity and voting interests in Intelsat Holdings LLC and Intelsat USA Sales Corp., the U.S. parents, respectively, of the Intelsat Title III Licensees. We then determine whether these foreign interests properly are ascribed to individuals or entities that are citizens of, or have their principal places of business in, WTO Member countries. The Commission has stated, in the Foreign Participation Order, that it will deny an application if it finds that more than 25 percent of the ownership of an entity that controls a common carrier radio licensee is attributable to parties whose principal place(s) of business are in non-WTO Member countries that do not offer effective competitive opportunities to U.S. investors in the particular service sector in which the applicant seeks to compete in the U.S. market, unless other public interest considerations outweigh that finding. 71 23. In this case, the foreign equity and voting interests in Intelsat Holdings LLC and Intelsat USA Sales Corp. would be held by and through Zeus, Intelsat, Intelsat (Bermuda), Ltd., and Intelsat Global Sales & Marketing Ltd. In Wilner & Scheiner and its progeny, the Commission has set forth a standard for calculating both alien equity and voting interests held in a licensee, or, as here, in the licensees’ parents Intelsat Holdings LLC and Intelsat USA Sales Corp., where such interests are held through intervening entities.72 In calculating attributable alien equity interests in a parent company, the Commission uses a multiplier to dilute the percentage of each investor’s equity interest in the parent company when those interests are held through intervening companies. The multiplier is applied to each link in the vertical ownership chain, regardless of whether any partic ular link in the chain represents a controlling interest in the company positioned in the next lower tier.73 Once the pro rata equity interests of each alien investor are calculated, these interests then are aggregated to determine whether the sum of the interests exceeds the statutory benchmark. 74 24. By contrast, in calculating alien voting interests in a parent company, the multiplier is not applied to any link in the vertical ownership chain that constitutes a controlling interest in the company positioned in the next lower tier.75 In circumstances where voting interests in the U.S. parent of a common carrier licensee are held through intervening partnerships, the multiplier is not applied to dilute a general partnership interest or uninsulated limited partnership interest held by a foreign individual or entity. A general partner is considered to hold the same voting interest as the partnership holds in the company situated in the next lower tier of the vertical ownership chain. Similarly, in the absence of a specific demonstration that a limited partner effectively is insulated from active involvement in (...continued from previous page) FCC Rcd at 23941, ¶ 116 (citing Market Entry and Regulation of Foreign-Affiliated Entities, Report and Order, FCC 95-475, 11 FCC Rcd 3873, 3951, ¶ 207 (1995)). For examples of cases applying the five-factor “principal place of business” test, see Lockheed Martin Global Telecommunications, Comsat Corporation, and Comsat General Corporation, Assignor, and Telenor Satellite Mobile Services, Inc., and Telenor Satellite, Inc., Assignee, Applications for Assignment of Section 214 Authorizations, Private Land Mobile Radio Licenses, Experimental Licenses, and Earth Station Licenses and Petition for Declaratory Ruling Pursuant to Section 310(b)(4) of the Communications Act, Order and Authorization, FCC 01-369, 16 FCC Rcd 22897 (2001), erratum, DA 02-266, 17 FCC Rcd 2147 (Int’l Bur. 2002), recon. denied, FCC 02-207, 17 FCC Rcd 14030 (2002); Space Station System Licensee, Inc., Assignor, and Iridium Constellation LLC, Assignee, et al., Memorandum Opinion, Order and Authorization, DA 02-307, 17 FCC Rcd 2271 (Int’l Bur. 2002). 71 See Foreign Participation Order, 12 FCC Rcd at 23946, ¶ 131. 72 See generally Wilner & Scheiner I, 103 F.C.C. 2d 511; BBC License Subsidiary, 10 FCC Rcd at 10973-74, ¶¶ 22- 25. 73 See BBC License Subsidiary, 10 FCC Rcd at 10973-74, ¶¶ 24-25. 74 See id. at 10973-74, ¶ 25. 75 See id. at 10973, ¶ 23; see also Wilner & Scheiner I, 103 F.C.C. 2d at 522, ¶ 19. 10

Federal Communications Commission DA 04-4034 partnership affairs, a limited partner will be deemed to hold the same voting interest as the partnership holds in the company in the next lower tier of the vertical ownership chain. 76 Thus, when evaluating foreign voting interests in the U.S. parent company of a common carrier licensee, it is possible that multiple investors will be treated as holding the same voting interest in a U.S. parent company where, as in the instant case, the investment is held through multiple intervening holding companies or partnerships. Our purpose in identifying the citizenship of the specific individuals or entities that hold these interests is not to increase the aggregate level of foreign investment, but rather to determine whether any particular interest that a foreign investor proposes to acquire raises potential risks to competition or other public interest concerns, such as national security or law enforcement concerns.77 2. Attribution of Foreign Ownership Interests 25. Appendix B to this Order and Authorization sets out our calculation of the foreign ownership interests attributable to the proposed transaction. Based on our analysis in Appendix B, we conclude that virtually all of the indirect foreign equity and voting interests that would be held in Intelsat Holdings LLC and Intelsat USA Sales Corp. by and through Zeus, Intelsat, Intelsat (Bermuda), Ltd. and Intelsat Global Sales & Marketing Ltd. are properly ascribed to individuals and entities from WTO Member countries. 26. Therefore, Applicants are entitled to a rebuttable presumption that the proposed indirect foreign ownership of Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC would not pose a risk to competition in the U.S. market that would justify denial of the applications seeking to transfer control of the Title III common carrier licenses and authorizations held by these three licensees.78 As discussed above, there is no credible evidence in the record that would rebut this presumption and, as we explain more fully in Section III.D below, the proposed transaction does not raise any significant competitive concerns.79 We also determine in Section III.F below that the Petition to Adopt Conditions filed by the Executive Branch addresses any national security and law enforcement concerns.80 27. Specifically, this ruling permits Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC to be owned indirectly by: (1) Zeus (through Intelsat, Intelsat (Bermuda), Ltd. and, for Intelsat MTC LLC, also through Intelsat Global Sales & Marketing Ltd.) (up to and including 100 percent of the equity and voting interests); (2) eighteen Investing Funds (either organized under foreign laws or having their principal places of business in a foreign country) (up to and including 95.58 percent of the equity interests and 100 percent of the voting interests); (3) foreign limited partners with direct or indirect equity and voting interests in the Investing Funds (up to and including an aggregate 35.15 percent equity and voting interest); and (4) foreign citizens or entities with a direct or indirect controlling interest in the Investing Funds (up to and including an aggregate 98.2 percent voting interest for the election of the Zeus board of directors and a 95 percent voting interest on all other matters).81 Intelsat LLC, Intelsat North America 76 See, e.g., XO Communications, Inc., Applications for Consent to Transfer Control of Licenses and Authorizations Pursuant to Sections 214 and 310(d) and Petition for Declaratory Ruling Pursuant to Section 310(b)(4) of the Communications Act, IB Docket No. 02-50, Memorandum Opinion, Order and Authorization, DA 02-2512, 17 FCC Rcd 19212, 19222, ¶ 24 (Int’l Bur., Wireless Tel. Bur. & Wireline Comp. Bur. 2002) (“XO Communications”). 77 See Foreign Participation Order, 12 FCC Rcd at 23940-41, ¶¶ 111-15. 78 See Appendix A to this Order and Authorization for a list of the Title III authorizations held by Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC. 79 See infra ¶¶ 28-33. 80 See infra ¶¶ 37-40. 81 Our calculations of foreign ownership differ from those of the Applicants for several reasons. First, we find that eighteen, rather than seventeen, Investing Funds should be treated as foreign entities for purposes of our ruling. Although this additional fund is organized in the United States, it has its principal place of business in a foreign country. Compare Consolidated Application at 24-25 with Appendix B to this Order and Authorization, ¶¶ 11, 14. (continued....) 11

Federal Communications Commission DA 04-4034 LLC, and Intelsat MTC LLC may accept up to and including an additional aggregate 25 percent indirect equity and/or voting interest from Zeus’s current foreign investors and from other foreign investors, without seeking prior Commission approval under section 310(b)(4), subject to the condition that Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC shall obtain prior approval before any foreign individual or entity other than Zeus (through Intelsat, Intelsat (Bermuda), Ltd., and Intelsat Global Sales & Marketing Ltd.) acquires individually a greater-than-25-percent indirect equity and/or voting interest in Intelsat LLC, Intelsat North America LLC, or Intelsat MTC LLC. For purposes of calculating the aggregate 25 percent amount, Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC shall include any additional equity or voting interests acquired by Zeus’s current direct and indirect foreign investors, as well as any additional equity or voting interests acquired by new investors. We will permit, however, the addition or substitution of directors for RBC Trustees, provided the new directors are U.K. citizens.82 We emphasize that, as Commission licensees, Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC have an affirmative duty to continue to monitor their foreign equity and voting interests and to calculate these interests consistent with the attribution principles enunciated by the Commission. 83 D. Competitive Effects 28. Our public interest analysis includes an evaluation of the competitive effects of the proposed transaction in both the relevant product markets and the relevant geographic markets. For telecommunications service providers, the Commission has determined that the relevant product and geographic markets can include both U.S. domestic telecommunications services markets and telecommunications services between the United States and foreign points. 84 We determine that the (...continued from previous page) Second, where an Investing Fund’s foreign general partner or other foreign controlling entity holds a direct or indirect equity interest in the Investing Fund, we attribute that equity interest to its ultimate owners, which may be U.S. citizens. This methodology eliminates double counting equity interests in the Investing Funds and allows us to identify the citizenship of the ultimate equity investors. By contrast, our calculation of foreign voting interests held directly or indirectly in the Investing Funds includes the voting rights held by any intermediate foreign general partner or other controlling foreign entity situated in the vertical ownership chain between the Investing Fund and the ultimate principals of the fund. See Appendix B to this Order and Authorization. Thus, while the Applicants measure aggregate foreign voting interests only at the level of ultimate control of the Investing Funds (i.e., with the ultimate principals of the funds), we calculate foreign voting interests at any level of the vertical ownership chain where a foreign entity is situated. Compare Consolidated Application at 24 n.47 with Appendix B to this Order and Authorization, ¶ 5. See, e.g., Appendix B, ¶¶ 17-18, 25-26, 31-32, 39-40. 82 Although our ruling permits new directors of RBC Trustees to be citizens of countries other than the United Kingdom, the new voting interests held by those non-U.K. directors would count against the additional aggregate 25% voting interest permitted by our declaratory ruling. Consistent with Commission precedent, our ruling does not allow the alienation of interests, which we have specifically approved, to foreign citizens of any WTO Member country. See, e.g., VoiceStream/Deutsche Telekom Order, 16 FCC Rcd at 9849, ¶ 128 (approval of Deutsche Telekom's (“DT”) indirect investment in U.S. licensees is stated in terms of “DT and DT's German shareholders”). This restriction is particularly applicable in this case in light of the limited information on the record with regard to the trust, the fiduciary obligations of the trust directors, or the limits, legal or otherwise, on the nationality of the trust directors. 83 See, e.g., Vodafone Americas Asia Inc., Transferor, and Globalstar Corporation, Transferee, Consent to Transfer Control of Licenses and Section 214 Authorizations and Petition for Declaratory Ruling Allowing Indirect Foreign Ownership, Order and Authorization, DA 02-1557, 17 FCC Rcd 12849, 12866, ¶ 53 (Int’l Bur. 2002) (“ Globalstar Order”). 84 See, e.g., VoiceStream/Deutsche Telekom Order, 16 FCC Rcd at 9823, ¶ 78, 9825, ¶ 81, & 9833, ¶ 97. See also Application of WorldCom, Inc., and MCI Communications Corporation for Transfer of Control of MCI Communications Corporation to WorldCom, Inc., Memorandum Opinion and Order, FCC 98-225, 13 FCC Rcd 18025 (1998); Lockheed Martin Corporation, Comsat Governmental Systems, LLC, and Comsat Corporation, (continued....) 12

Federal Communications Commission DA 04-4034 proposed transfer is not likely to result in harm to competition in any relevant market and likely will yield tangible public interest benefits. 29. Applicants contend that the proposed transaction serves the public interest because it will reenergize Intelsat’s business by providing new investment and by providing Inte lsat with a more flexible capital structure.85 They assert that control of Intelsat by the Private Equity Funds will enable Intelsat to expand its customer base and product offerings to become a more rigorous competitor in the Fixed Satellite Service (“FSS”) market.86 Applicants also contend that the proposed transaction will not result in any consolidation in the market for domestic and international FSS capacity for the provision of switched voice, private line, video, and earth station services to customers in the United States and that this market will remain highly competitive following the proposed transaction. 87 Applicants assert that there is vibrant competition in the earth station component of the FSS market.88 Finally, Applicants state that the Private Equity Funds do not hold significant interests in companies that directly compete with Intelsat.89 Applicants note that there will be a degree of common ownership between Inmarsat, a provider of Mobile Satellite Service (“MSS”) and Intelsat, but contend that the common ownership does not pose any significant competitive concerns because the two companies serve distinct markets.90 30. After reviewing the holdings of each of the investment funds controlled by Apax, Apollo, Primera, and MDP, we find that there does not appear to be any significant overlap in the actual provision of services. The investment funds have a significant interest in a number of firms that provide communications services.91 Intelsat does not provide any services in, to or from the United States in any of the markets served by these firms. 31. However, Apax Europe V and Permira each hold a 25.8 percent interest in Inmarsat Holdings Limited, a provider of mobile satellite communications services to the maritime, land and aeronautical sectors.92 Although Intelsat currently does not provide services in any market in which Inmarsat competes, we consider whether the proposed transaction will lessen competition in any of those markets. (...continued from previous page) Applications for Transfer of Control of Comsat Corporation and Its Subsidiaries, Licensees of Various Satellite, Earth Station, Private Land Mobile Radio and Experimental Licenses, and Holders of International Section 214 Authorizations, Order and Authorization, File Nos. SAT-T/C-20000323-00078 and SAT-STA-20000323-00078, FCC 00-277, 15 FCC Rcd 22910, 22915, ¶ 16 (2000), erratum, DA 00-1789, 15 FCC Rcd 23506 (Int’l Bur. 2000), recon. denied, FCC 02-197, 17 FCC Rcd 13160 (2002); and Application of General Electric Capital Corporation and SES Global S.A. for Consent to Transfer Control of Licenses and Authorizations Pursuant to Section 214(a) and 310(d) of the Communications Act and Petition for Declaratory Ruling Pursuant to Section 310(b)(4) of the Communications Act, Order and Authorization, DA 01-2100, 16 FCC Rcd 17575 (Int’l Bur. & Wireless Tel. Bur. 2001), Supplemental Order, DA 01-2482, 16 FCC Rcd 18878 (Int’l Bur. & Wireless Tel. Bur. 2001). 85 Consolidated Application at 18. 86 Id. at 18. 87 Id. at 19. 88 Id. at 21. 89 Id. 90 Id. at 22. 91 See Nov. 8 Letter at 3-5. The funds have substantial interests in Inmarsat, a provider of mobile satellite communications services; Tropolys GmbH, a German competitive local exchange carrier (“CLEC”); Equinox Converged Solutions Ltd., a U.K.-based provider of terrestrial managed bandwidth connectivity and other services in the London area; SkyTerra Communications, Inc.; Comcorp of Texas License Corp. and Council Tree Hispanic Broadcasters II, LLC, two U.S. broadcasting companies; and iplan LLC, an Argentinean CLEC. See id. 92 See Nov. 8 Letter at 3 & 5. 13

Federal Communications Commission DA 04-4034 To evaluate whether the proposed transaction would have a negative effect on competition in any market involving mobile satellite communications services, it is necessary to determine whether the transaction will either eliminate a significant present competitive threat or eliminate the possibility of entry by Intelsat in a more pro-competitive manner in any markets in which Inmarsat participates.93 To determine whether there would be a reduction in perceived potential competition or actual potential competition, it is necessary to evaluate Intelsat’s entry advantage and determine whether other firms have the same or comparable advantage in entering markets in which Inmarsat participates.94 32. Inmarsat currently operates MSS satellite systems that have customer service links in the L- band at 1525-1559 MHz (space-to-Earth) and 1626.5-1660.5 MHz (Earth-to-space). Intelsat operates FSS satellite systems in the C- and Ku-bands at 3400-4200 MHz (space-to-Earth), 5850-6425 MHz (Earth-to-space), 10.95-12.7 GHz (space-to-Earth), and 13.75-14.5 GHz (Earth-to-space). The predominant user terminal for communication with the Inmarsat system utilizes an antenna that has limited directivity, whereas communication with the Intelsat system requires highly directional equipment. Conversio n from Inmarsat to Intelsat would require replacement or addit ional antennas and transmitting/receiving equipment. 95 For these reasons, we find that Intelsat does not have a unique comparative advantage in entering any of the markets in which Inmarsat participates, and therefore find no harm relating to perceived or actual potential competition. Since there is no significant overlap in the actual provision of services, and since there would be no reduction in potential competition associated with the proposed transaction, we conclude that competition will not be lessened by the proposed transaction. 33. In summary, our review finds that the proposed transaction does not raise anti-competitive issues. Moreover, the proposed transaction will result in Zeus’ acquisition of the interests in Intelsat currently held by former signatories and by, among others, those current Intelsat investors that the Commission has found to possess market power in foreign telecommunications markets.96 Additionally, as noted in Section III.E below, Intelsat’s subsidiaries that hold international common carrier authorizations are non-dominant in their provision of space segment capacity for switched voice and private line services on most routes, and, at the same time, will continue to be classified as “dominant” in their provision of such capacity on non-competitive routes and thus subject to alternative rate regulation for those routes.97 Given these results, and as there is no reduction in competition associated with the proposed transaction, we find that the proposed transaction is in the public interest. 93 Non-Horizontal Merger Guidelines, U.S. Department of Justice Merger Guidelines, Section 4 (June 14, 1984), at § 4.1, available at http://www.usdoj.gov/atr/public/guidelines/2614.htm (visited Dec. 7, 2004). 94 § 4.133. 95 Although the costs of this equipment currently are not trivial, new Earth Stations on Vessels (“ESVs”) operating at C- and Ku-band are capable of providing communications between maritime vessels with the potential of higher bandwidths than currently available at L-band. Intelsat, and other FSS providers, can provide the C- and Ku-band capacity used for this service. 96 See Consolidated Application at 19 & 30 (Zeus will acquire all of the interests former signatories currently hold in Intelsat); infra ¶ 41 & note 116 (former signatories to INTELSAT currently hold shares in Intelsat). See also, e.g., Loral/Intelsat Order, 19 FCC Rcd at 2435, Appendix B (listing current foreign ownership in Intelsat); The International Bureau Revises and Reissues the Commission’s List of Foreign Telecommunications Carriers that Are Presumed to Possess Market Power in Foreign Telecommunications Markets, Public Notice, DA 04-1584 (Int’l Bur. May 28, 2004) (listing carriers with market power in foreign markets, including certain carriers that are current owners of Intelsat). Applicants also state that Zeus will reduce the current ultimate non-U.S. ownership in Intelsat (from 75% to approximately 37%) and non-WTO ownership in Intelsat (from 6% to less than 1%) and replace this foreign ownership with U.S. ownership. See Consolidated Application at 28 & 30. 97 See infra ¶¶ 34-36. 14

Federal Communications Commission DA 04-4034 E. Foreign Carrier Affiliation 34. As part of our public interest analysis under section 214(a) of the Act, we also consider whether, upon consummation of the proposed transfers of control, the international section 214 authorization holders will become affiliated with a foreign carrier that has market power on the foreign end of a U.S. international route that the international section 214 authorization holders have authority to serve pursuant to the international section 214 authorizations that will be transferred.98 Under rules adopted in the Foreign Participation Order, the Commission classifies a U.S. carrier as “dominant” on a particular route if it is, or is affiliated with, a foreign carrier that has market power on the foreign end of that route.99 35. The Applicants certify that Zeus is not a foreign carrier and that it is not affiliated with any foreign carrier within the meaning of section 63.09(d) of the Commission’s rules.100 Thus, the Applicants state that, following the consummation of the proposed transaction, Intelsat USA License Corp., Intelsat General Corporation, and Intelsat MTC LLC would qualify for a presumption of non-dominance under section 63.10(a)(3) of the Commission’s rules with respect to the provision of service on all author ized routes except “thin” routes.101 With respect to “thin” routes, Zeus agrees to have Intelsat USA License Corp., Intelsat General Corporation, and Intelsat MTC LLC continue to be classified as “dominant” pursuant to the Comsat Non-Dominance Order and Comsat Alternative Rate Regulation Order.102 98 See 47 U.S.C. § 214(a). 99 Foreign Participation Order, 12 FCC Rcd at 23987, ¶ 215 & 23991-99, ¶¶ 221-39. A carrier classified as dominant on a particular U.S. international route due to an affiliation with a foreign carrier that has market power on the foreign end of the route is subject to specific international dominant carrier safeguards set forth in section 63.10 of the rules. See 47 C.F.R. § 63.10(c), (e). These safeguards are designed to address the possibility that a foreign carrier with control over facilities or services that are essential inputs for the provision of U.S. international services could discriminate against rivals of its U.S. affiliates (i.e., vertical harms). In the Foreign Participation Order, the Commission concluded that these safeguards, in conjunction with generally applicable international safeguards, are sufficient to protect against vertical harms by carriers from WTO Member countries in virtually all circumstances. In the exceptional case where an application poses a very high risk to competition in the U.S. market -- where the standard safeguards and additional conditions would be ineffective -- the Commission reserves the right to deny the application. See Foreign Participation Order, 12 FCC Rcd at 23913-14, ¶ 51. In circumstances where an affiliated foreign carrier possesses market power in a non-WTO Member country, the Commission applies the ECO test, see supra ¶ 21, as part of its public interest inquiry under section 214(a). See Foreign Participation Order, 12 FCC Rcd at 23944, ¶ 124. 100 See, e.g., Intelsat, Ltd., Transferor, and Zeus Holdings Limited, Transferee, Application for Consent to Transfer of Control Pursuant to Section 214 of the Communications Act of 1934, as Amended, File No. ITC-T/C-20040907- 00357, at 10. 101 Consolidated Application at 20 n.35; File Nos. ITC-T/C-20040907-00356, at 10-11 (Intelsat USA License Corp.), ITC-T/C-20040907-00357, at 10-11 (Intelsat General Corporation), and ITC-T/C-20041119-00458, at 7 (erratum filed Dec. 1, 2004) (Intelsat MTC LLC). 102 Consolidated Application at 20 n.35; File Nos. ITC-T/C-20040907-00356, at 10-11, ITC-T/C-20040907-00357, at 10-11, and ITC-T/C-20041119-00458, at 7 (erratum filed Dec. 1, 2004) (agreeing to accept regulatory status and adopt all applicable tariffs and amendments). See Comsat Corporation Petition Pursuant to Section 10(c) of the Communications Act of 1934, as amended, for Forbearance from Dominant Carrier Regulation and for Reclassification as a Non-Dominant Carrier, IB Docket No. 98-60, Order and Notice of Proposed Rulemaking, FCC 98-78, 13 FCC Rcd 14083, 14107, ¶ 42 (1998) (“Comsat Non-Dominance Order”) (defining “thin” route switched voice and private line markets as routes not linked to the United States by cable and where Comsat was the dominant provider of service); Comsat Corporation, Policies and Rules for Alternative Incentive Based Regulation of Comsat Corporation, IB Docket 98-60, Report and Order, FCC 99-17, 14 FCC Rcd 3065 (1999) (“Comsat Alternative Rate Regulation Order”) (adopting incentive-based price regulation of Comsat’s provision of capacity for switched voice and private line services in non-competitive, or “thin,” geographic markets served only by (continued....) 15

Federal Communications Commission DA 04-4034 36. Based on the representations in the record, we find that Intelsat USA License Corp., Intelsat General Corporation, and Intelsat MTC LLC are not affiliated with a foreign carrier within the meaning of the Commission’s rules. We therefore conclude that, upon closing, Intelsat USA License Corp., Intelsat General Corporation, and Intelsat MTC LLC shall be classified as non-dominant international carriers, pursuant to section 63.10 of the rules, on all authorized U.S. international routes. As a separate matter, however, these three subsidiaries will be treated as “dominant” in their provision of Intelsat space segment capacity for switched voice and private line service on non-competitive, or “thin,” U.S. international routes and therefore, on those routes, will be subject to the alternative rate regulation set forth in the Comsat Alternative Rate Regulation Order. F. National Security, Law Enforcement, Foreign Policy and Trade Policy Concerns 37. When analyzing a transfer of control or assignment application in which foreign investment is an issue, we also consider any national security, law enforcement, foreign policy, or trade policy concerns raised by the Executive Branch.103 In their Applications, the Applicants stated that they had initiated discussions with the Executive Branch to address any national security, law enforcement, and public safety issues and asked the Commission to defer grant of the Applications until “the Commission receives notice that all national security, law enforcement, and public safety concerns regarding the Proposed Transaction have been resolved with the Executive Branch agencies.”104 In addition, as noted, on October 21, 2004, the DOJ/FBI filed a letter asking the Commission to maintain its deferral of final action on the Applications until the Executive Branch agencies advised the Commission that all national security, law enforcement, and public safety concerns had been addressed.105 38. The Executive Branch agencies now advise that they have no objection to grant of the Applications provided that the Commission conditions the grant on compliance with the terms of a commitment letter from Zeus and Intelsat (“the Zeus/Intelsat Commitment Letter”). Specifically, as noted above, on November 24, 2004, the DOJ/FBI, together with the U.S. Department of Homeland Security (“DHS”) and the Defense Information Systems Agency, U.S. Department of Defense (“DOD”), (...continued from previous page) satellite systems and where Comsat had market power); Lockheed Martin Corporation, COMSAT Corporation, and COMSAT Digital Teleport, Inc., Assignors, and Intelsat, Ltd., Intelsat (Bermuda), Ltd., Intelsat LLC and Intelsat USA License Corp., Application for Assignment of Earth Station and Wireless Licenses and Section 214 Authorizations and Petition for Declaratory Ruling, IB Docket No. 02-87, Order and Authorization, DA 02-2254, 17 FCC Rcd 27732, 27755, ¶¶ 35-46 (Int’l Bur. & Wireless Tel. Bur. 2002) (“Lockheed/Comsat/Intelsat Order”) (treating Intelsat USA License Corp., the Intelsat entity created to hold the assigned international section 214 authorizations, as “dominant” in its provision of space segment capacity for switched voice and private line service on “thin” routes); Intelsat Government Solutions Corporation, Grant of Authority, File No. ITC-214-20040528- 00213, Public Notice, Report No. TEL-00814, DA 04-2251, 19 FCC Rcd 13312 (Int’l Bur. 2004) (treating Intelsat Government Solutions Corporation, now Intelsat General Corporation, as a dominant international carrier on “thin routes” in its provision of space segment capacity for switched voice and private line services); Comsat General Public Notice at 3 (treating Intelsat MTC LLC, the Intelsat entity created to hold the assigned international section 214 authorization, as “dominant” in its provision of Intelsat space segment capacity for switched voice and private line service on non-competitive, or “thin,” U.S. international routes). 103 Foreign Participation Order, 12 FCC Rcd at 23918, ¶ 59; Amendment of the Commission’s Regulatory Policies to Allow Non-U.S. Licensed Space Stations to Provide Domestic and International Satellite Service in the United States, IB Docket No. 96-111, Report and Order, 12 FCC Rcd 24094, 24170-72, ¶¶ 178-182 (1997) (“ DISCO II Order”). 104 Consolidated Application at 29 n.62. 105 See supra ¶ 3. 16

Federal Communications Commission DA 04-4034 filed a Petition to Adopt Conditions that attaches the Zeus/Intelsat Commitment Letter.106 The Petition to Adopt Conditions states that the Executive Branch agencies have concluded that the commitments set forth in the Zeus/Intelsat Commitment Letter are sufficient to ensure that the DOJ/FBI, DHS, DOD, and other entities with responsibility for enforcing the law, protecting the national security, and preserving public safety can proceed in a legal, secure, and confidential manner to satisfy these responsibilities.107 The Executive Branch agencies represent that the Applicants do not object to the grant of the petition. 108 39. In the Zeus/Intelsat Commitment Letter, Zeus and Intelsat undertake to: (1) continue the commitments Intelsat made to DOJ/FBI and DHS regarding a proxy agreement covering Intelsat General Corporation and a security committee appointed by Intelsat Global Service Corporation; 109 (2) notify DOJ/FBI and DHS before Intelsat provides common carrier switched services, even where no additional Commission authorization or license would be required; and (3) notify DOJ/FBI and DHS of the initial composition of, and of any changes to, the boards of directors of Zeus, Intelsat, and Intelsat (Bermuda), Ltd. 110 Zeus and Intelsat state that Intelsat does not plan to provide common carrier switched services either before the proposed transaction or under Zeus’ ownership. 111 Based on their undertakings and the fact that Intelsat does not plan to provide common carrier switched services, the Applicants state that they consider it unlikely that law enforcement or other U.S. government authorities would find it useful to work through Zeus and Intelsat to address surveillance concerns and related matters.112 In the event that there is a need to use Intelsat’s facilities to conduct lawfully authorized surveillance, Zeus and Intelsat state that they will take all reasonable measures to assist and support federal, state or local agencies with law enforcement or national security responsibilities to conduct, in a secure and efficient manner, lawfully authorized electronic surveillance.113 40. In assessing the public interest, we take into account the record and afford the appropriate 106 See supra ¶ 3; Petition to Adopt Conditions at Exhibit 1, enclosing Letter from Counsel to Zeus and Intelsat to Laura H. Parsky, Deputy Assistant Attorney General, U.S. Department of Justice, Tina W. Gabbrielli, Director of Intelligence Coordination and Special Infrastructure Protection Programs, U.S. Department of Homeland Security, and Patrick W. Kelley, Deputy General Counsel, Federal Bureau of Investigation (dated Nov. 24, 2004) (“Zeus/Intelsat Commitment Letter”). The Petition to Adopt Conditions and Zeus/Intelsat Commitment Letter are set out infra in Appendix D. 107 Petition to Adopt Conditions at 2. See also id. at 2 (stating that transactions involving foreign ownership or operation of part of the U.S. communications system, or use of foreign-located facilities to provide domestic telecommunications services to U.S. customers, could impair the ability of the U.S. government to satisfy its obligations to protect the national security, enforce the laws, and preserve the safety of the public). 108 Petition to Adopt Conditions at 3. 109 Comsat General Public Notice Appendix B (regarding proxy agreement); Loral/Intelsat Order, 19 FCC Rcd at 2442-2455, Appendix C (regarding security committee). Intelsat Global Service Corporation, organized in Delaware, is a direct subsidiary of Intelsat (Bermuda), Ltd. See infra Appendix C (ownership charts). 110 Zeus/Intelsat Commitment Letter at 2; see also id., e.g., at 4 & 7 (parties to proposed transaction will maintain a proxy agreement for Intelsat General Corporation and work with U.S. Defense Security Service, or “DSS,” to modify the existing proxy agreement to obtain the approval of DSS); 5 & 7-8 (proposed transaction will not alter commitment to maintain security committee as contemplated in the Loral/Intelsat Order and Intelsat/Comsat General transaction); 5 & 7-8 (Intelsat does not plan to provide common carrier switched services either before or after the proposed transaction and Intelsat will notify the Executive Branch agencies before providing common carrier switched services); 8 (Zeus will notify Executive Branch agencies of initial composition of, and of changes to, boards of directors of Zeus, Intelsat, and Intelsat (Bermuda), Ltd.). 111 Zeus/Intelsat Commitment Letter at 2, 5 & 7. 112 Id. at 2. 113 Id. at 7. 17

Federal Communications Commission DA 04-4034 level of deference to Executive Branch expertise on national security and law enforcement issues.114 As the Commission stated in the Foreign Participation Order, foreign participation in the U.S. telecommunications market may implicate significant national security or law enforcement issues uniquely within the expertise of the Executive Branch.115 Therefore, in accordance with the request of the Executive Branch agencies, in the absence of any objection from the Applicants, and given the discussion above, we grant the Petition to Adopt Conditions and condition our grant of the Applications on compliance with the terms of the Zeus/Intelsat Commitment Letter. G. The ORBIT Act 41. At this time, Intelsat remains subject to the requirements of the ORBIT Act, as amended. Specifically, Intelsat remains subject to the privatization requirements of the ORBIT Act under section 621(5), whic h requires that any successor entity or separated entity created out of INTELSAT must be deemed a national corporation or similar accepted commercial structure, subject to the laws of the nation in which it is incorporated. 116 Under the ORBIT Act, a successor entity may meet this requirement by conducting an initial public offering (“IPO”) as required under sections 621(2) and (5)(A) of the ORBIT Act, as amended.117 In its most recent amendment, Congress provided a process by which Intelsat may forgo an IPO if Intelsat provides certain certifications as to its privatization and, after notice and comment, the Commission determines that Intelsat is in compliance with the certification. 118 The Applications, filed and placed on public notice before the most recent amendment to the statute, do not attempt to address the amended requirements of the ORBIT Act. Thus, our grant of the Applications is subject to a future Commission decision that the transaction is consistent with the requirements of the ORBIT Act, as amended. Until such time as the Commission finds that Intelsat is in full compliance with the ORBIT Act, as amended, the transferred authorizations are subject to the condition set out in paragraph 47, below.119 114 Foreign Participation Order, 12 FCC Rcd at 23919-21, ¶¶ 61-66; DISCO II Order, 12 FCC Rcd at 24170-72, ¶¶ 178-182. 115 Foreign Participation Order, 12 FCC Rcd at 23919, ¶ 62. 116 47 U.S.C. §§ 763(2), 763(5). The Communications Satellite Act defines the term “INTELSAT” to mean the International Telecommunications Satellite Organization established pursuant to the Agreement Relating to the International Telecommunications Satellite Organization (INTELSAT). See 47 U.S.C. § 769(a)(1). Intelsat is a successor entity to INTELSAT. See 47 U.S.C. § 769(a)(7) (“successor entity” includes any privatized entity created from the privatization or assets of INTELSAT). INTELSAT privatized on July 18, 2001 and, upon privatization, former INTELSAT signatories and non-signatory investing entities received shares in Intelsat. See Loral/Intelsat Order, 19 FCC Rcd at 2407 n.21. 117 47 U.S.C. §§ 763(2), 763(5)(A)(i). 118 See 47 U.S.C. §§ 763(5)(F), (G). 119 On November 24, 2004, Intelsat LLC and Intelsat North America LLC filed a “Request for Technical Corrections to License Conditions; SAT-A/O-20000119-000002 to SAT-A/O-20000119-000018; SAT-AMD-20000119-00029 to SAT-AMD-20000119-00041; SAT-LOA-20000119-00019 to SAT-LOA-20000119-00028; SAT-ASG- 20030728-00138 to SAT-ASG-20030728-00139” requesting the Commission to revise the conditions on their licenses to reflect the recent amendment to the ORBIT Act. In their request, Intelsat LLC and Intelsat North America LLC state that their licenses currently are conditioned on, among other things, a Commission finding that Intelsat LLC and Intelsat North A merica LLC have conducted an IPO in accordance with Sections 621(2) and 621(5)(A(i) of the ORBIT Act (“IPO condition”). Congress recently amended the ORBIT Act by adding Section 621(5)(F) and (G), which generally provide that Intelsat may forgo an IPO and public securities listing through a certification process if Intelsat certifies to the Commission that it (1) has achieved substantial dilution of former signatory ownership, (2) has eliminated former signatory control, and (3) has no intergovernmental organization ownership. Pub. Law 108-371, 118 Stat. 1752 (2004). Thus, Intelsat LLC and Intelsat North America LLC request that the Commission revise the IPO condition on their licenses to reflect the certification process under the amended (continued....) 18

Federal Communications Commission DA 04-4034 H. Pending Applications 42. Applicants request that grant of the Applications include authority for Zeus, upon consummation of the proposed transaction, to acquire control of the following authorizations and filings: (1) all authorizations issued or assigned to Intelsat or any of its subsidiaries subsequent to the filing of the Applications but prior to consummation of the proposed transfers (the “Interim Period”); (2) all construction permits, if any, held by such companies that mature into licenses during the Interim Period; and (3) all applications pending at the time of consummation of the proposed transaction. 120 We conclude that any authorizations issued during the pendency of this proceeding, any licenses that have been constructed and are operational by the time the transfer is consummated, and any applications pending at the time of consummation should be deemed to be covered by this Order and Authorization to the extent that they are listed in Appendix A. Consistent with section 1.65 of the Commission’s rules, Applicants should amend any current pending applications to reflect the transactions approved by this Order and Authorization. 121 IV. CONCLUSION 43. Based on the foregoing findings, we conclude, pursuant to section 310(b)(4) of the Act and Commission’s precedent for indirect investment by WTO Members in U.S. common carrier licensees, that it would not serve the public interest to prohibit the proposed indirect foreign ownership, by and through Zeus, in the three Intelsat Title III Licensees. Specifically, this ruling permits Intelsat LLC, Intelsat North America LLC, and Intelsat MTC LLC to be owned indirectly by: (1) Zeus (through Intelsat, Intelsat (Bermuda), Ltd. and, for Intelsat MTC LLC, also through Intelsat Global Sales & Marketing Ltd.) (up to and including 100 percent of the equity and voting interests); (2) eighteen Investing Funds (either organized under foreign laws or having their principal places of business in a foreign country) (up to and including 95.58 percent of the equity interests and 100 percent of the voting interests); (3) foreign limited partners with direct or indirect equity and voting interests in the Investing Funds (up to and including an aggregate 35.15 percent equity and voting interest); and (4) foreign citizens or entities with a direct or indirect controlling interest in the Investing Funds (up to and including an aggregate 98.2 percent voting interest for the election of the Zeus board of directors and a 95 percent voting interest on all other matters). (...continued from previous page) ORBIT Act. See, e.g., Loral/Intelsat Order, 19 FCC Rcd at 2432, ¶ 72 (Int’l Bur. 2004) (imposing IPO condition). As discussed in the Loral/Intelsat Order, this condition is similar to the condition previously placed on the Intelsat LLC licenses. See Loral/Intelsat Order, 19 FCC Rcd at 2426, ¶ 55. See also Applications of Intelsat LLC for Authority to Operate, and to Further Construct, Launch, and Operate C-band and Ku-band Satellites that Form a Global Communications System in Geostationary Orbit, Memorandum Opinion Order and Authorization, 15 FCC Rcd 15460, 15482, ¶ 51 (2000), recon. denied, 15 FCC Rcd 25234 (2000) (granting Intelsat and Intelsat LLC authorizations for space station licenses subject to condition that Intelsat’s predecessor intergovernmental organization, INTELSAT, privatize consistent with ORBIT Act); Applications of Intelsat LLC for Authority to Operate, and to Further Construct, Launch and Operate C-band and Ku-band Satellites that Form a Global Communications System in Geostationary Orbit, Memorandum Opinion Order and Authorization, 16 FCC Rcd 12280, 12288, ¶ 24 (2001) (finding privatization consistent with all non-IPO conditions of ORBIT Act, and conditioning Intelsat LLC’s licenses on Intelsat carrying out IPO consistent with ORBIT Act requirements). The condition set out at paragraph 47 responds to the November 24, 2004 request and includes all Commission licenses and authorizations held by the Intelsat Title III Licensees . It does not amend other conditions in the underlying orders, including the “additional services” condition. See Loral/Intelsat Order, 19 FCC Rcd at 2432, ¶ 75, Supplemental Order, DA 04-612, 19 FCC Rcd 4029, 4031, ¶ 10, STA Extension Order, DA 04-2445, 19 FCC Rcd 14807 (Int’l Bur. 2004). 120 Consolidated Application at 31-32. 121 47 C.F.R. § 1.65. 19

Federal Communications Commission DA 04-4034 44. We also conclude, pursuant to sections 214(a) and 310(d) of the Act, that the transfers of control are not likely to result in harm to competition in any relevant markets and likely will result in public interest benefits. We determine that the Petition to Adopt Conditions addresses any national security and law enforcement concerns related to foreign investment in the transferee. 45. Accordingly, we approve the requested transfer of the licenses and authorizations listed in Appendix A, subject to the requirements and conditions specified in this Order and Authorization. V. ORDERING CLAUSES 46. Accordingly, IT IS ORDERED that, pursuant to sections 4(i) and (j), 214(a), 309, and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 214(a), 309, 310(d), the Applications ARE GRANTED to the extent specifie d in this Order and Authorization. 47. IT IS FURTHER ORDERED that the licenses and authorizations held by the Intelsat Title III Licenses and transferred in this Order and Authorization, remain subject to the ORBIT Act, and as discussed above at paragraph 41, are conditioned on a future Commission finding that Intelsat has fully complied with the privatization requirements under section 621 of the ORBIT Act, as amended, by either conducting an initial public offering in accordance with sections 621(2) and 621(5)(A)(i) of the ORBIT Act, as amended, or making a certification to the Commission pursuant to section 621(5)(F) of the ORBIT Act, as amended, and that the Commission has determined, after notice and comment, that Intelsat is in compliance with the certific ation requirements of section 621(5)(F) of the ORBIT Act, as amended, 47 U.S.C. §§ 763(2), 763(5)(A)(i), 763(5)(F). 48. IT IS FURTHER ORDERED that, pursuant to section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), the petit ion for declaratory ruling IS GRANTED to the extent specified in paragraph 27 of this Order and Authorization. 49. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), 214(a) and (c), 309 and 310(b) and (d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 214(a), (c), 309, 310(b), (d), the Petition to Adopt Conditions to Authorizations and Licenses filed by the U.S. Department of Justice, Federal Bureau of Investigation, U.S. Department of Homeland Security, and U.S. Department of Defense on November 24, 2004, IS GRANTED, and the declaratory ruling, authorizations and licenses granted herein are SUBJECT TO COMPLIANCE WITH the provisions of the Zeus/Intelsat Commitment Letter, dated November 24, 2004, and attached hereto as Appendix D. 50. IT IS FURTHER ORDERED that, pursuant to section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and the Commission’s decisions in the Comsat Non-Dominance Order and the Comsat Alternative Rate Regulation Order, Intelsat USA License Corp., Intelsat General Corporation, Intelsat MTC LLC, and any successor entity to these three entities shall be regulated as “dominant” international carriers on thin routes in their provision of capacity for switched-voice and private line services, subject to the alternative rate regulation set out in the Comsat Alternative Rate Regulation Order, and as non-dominant international carriers in their provision of all other common carrier services, as specified in paragraphs 34-36 of this Order and Authorization. 51. IT IS FURTHER ORDERED that, pursuant to section 25.119(f) of the Commission’s rules, 47 C.F.R. § 25.119(f), Applicants SHALL COMPLETE the proposed transaction within 60 days from the release date of this Order and Authorization. Pursuant to sections 25.119(f) and 63.24(e)(4) of the Commission’s rules, 47 C.F.R. §§ 25.119(f), 63.24(e)(4), within 30 days of consummation, the Applicants shall notify the Commission, by letter, of the date of the consummation, giving reference to the file numbers of the Applications involved in the transaction. 122 Failure to comply with all relevant 122 See also 47 C.F.R. § 1.948(d). 20

Federal Communications Commission DA 04-4034 Commission rules, policy, or any specific conditions of the grant of these Applications will result in automatic recission of the Commission’s approval and dismissal of the underlying Applications, and could subject the Applicants to enforcement action, including but not limited to the imposition of forfeitures. 52. IT IS FURTHER ORDERED that, pursuant to section 1.65 of the Commission’s rules, 47 C.F.R. § 1.65, the Applicants are afforded 30 days from the date of release of this Order and Authorization to amend all pending applications in connection with the instant Applications to reflect the transfer of control approved in this Order and Authorization. 53. This Order and Authorization is issued pursuant to authority delegated by sections 0.241, 0.261, and 0.331 of the Commission’s rules, 47 C.F.R. §§ 0.241, 0.261, 0.331, and is effective upon release. Petitions for reconsideration under section 1.106 or applications for review under section 1.115 of the Commission’s rules, 47 C.F.R. §§ 1.106, 1.115, may be filed within 30 days of the date of the release of this Order and Authorization. See 47 C.F.R. § 1.4(b)(2). FEDERAL COMMUNICATIONS COMMISSION Donald Abelson, Chief International Bureau John Muleta, Chief Wireless Telecommunications Bureau Edmond J. Thomas, Chief Office of Engineering and Technology 21

Federal Communications Commission DA 04-4034 Appendix A List of File Numbers and Call Signs Part 25 – Satellite Communications The following file numbers have been assigned to the earth and space station applications: File Number Licensee Call Signs SAT-T/C-20040903-00166 Intelsat North T-402, S2154, T-403, S2159, S2160 America LLC SAT-T/C-20040903-00167 Intelsat LLC S2392, S2389, S2399, S2390, S2394, S2400, S2388, S2397, S2395, S2401, S2398, S2396, S2391, S2402, S2403, S2404, S2405, S2406, S2407, S2408, S2409, S2410, S2411, S2414, KS-35 SES-T/C-20040903-01328 Intelsat LLC E030051, E030071, E030082, E030100, E030101, E030103, E040125, E040140, E040141, E900992, E980510, KA25, KA58, KA251, KA259, KA260, KA261, KA262, KA264, KA265, KA266, KA267, KA268, KA269, KA270, KA275, WA22, WA27, WN52 (dual carrier fixed) SES-T/C-20040903-01330 Intelsat LLC E000296, E000355, E010104, E010206, E020169, E020191, E020314, E020315, E020126, E970168, E980200, E980526, E990131, E990320, E990551, KA263, KB26, E980015, E980016, E980019, E980217, E990303 (non-common carrier fixed) SES-T/C-20040903-01331 Intelsat LLC E920519, E970091, E970319, E970325, E970326, E970330 (non-common carrier temporary fixed) SES-T/C-20040903-01332 Intelsat LLC E980485, E970053 (common carrier fixed) SES-T/C-20041119-01718 Intelsat MTC E960186, E960187 (common carrier fixed) LLC Part 90 – Private Land Mobile Licenses The following file number has been assigned to the Private Land Mobile Radio Service application: File Number Licensee Call Signs 0001855699 Intelsat LLC WII902, WPAG761, WPAM980, WPRR963, WPYJ473 Part 5 – Experimental Radio Service Authorizations The following file number has been assigned to the Experimental Radio Service applic ation: File Number Licensee Call Signs 0030-EX-TU-2004 Intelsat LLC WB2XDE, WD2XEJ, WD2XHU 22

Federal Communications Commission DA 04-4034 Part 63 – International Section 214 Authorizations The following file numbers have been assigned to the International Section 214 applic ations: File Number Authorization Holder Authorization Number ITC-T/C-20040907-00356 Intelsat USA License IPC-50, CSS-81-003-P, IPC-83-008 (Transmittal Corp. Nos. 428 & 431), CSS-82-001-P, ITC-84-150, ITC-85-086, ITC-85-160, ITC-86-025, ITC-86- 109, ITC-88-006, ITC-88-207 (CSG-88-090- P/L), CSS-88-005, CSS-89-004, ITC-87-097, ITC-91-024, ITC-91-215-A (ITC-92-041, ITC- 92-047, ITC-92-074), CSS-90-001, ITC-92-144, ITC-92-141, ITC-93-046, ITC-93-134, CSS-92- 004, ITC-94-272, ITC-94-351, ITC-95-310, ITC- 95-407, ITC-96-173, CSS-95-002, CSS-93- 009(4)-A (9/19/97) , CSS-93-009(4)-A (5/22/98), 10010-CSS-MP-80, ITC-MSC-20011101-00550 ITC-T/C-20040907-00357 Intelsat General ITC-214-20040528-00213 Corporation ITC-T/C-20041119-00458 Intelsat MTC LLC ITC-214-20001016-00636 (ITC-ASG-20040528- 00235) Section 310(b)(4) – Petition for Declaratory Ruling123 The following file number has been assigned to the Petition for Declaratory Ruling: File Number Petitioner ISP-PDR-20040907-00008 Zeus Holdings Limited 123 The Consolidated Application that includes the Petition for Declaratory Ruling is also an exhibit to each of the 12 transfer or control applications. 23

Federal Communications Commission DA 04-4034 Appendix B Calculation of Foreign Ownership Interests I. ZEUS AND ITS FOREIGN SUBSIDIARIES 1. As discussed in Section II of this Order and Authorization, upon consummation of the proposed transaction, Zeus will own 100 percent of the outstanding capital stock of Intelsat.1 The assets of Intelsat, through its subsidiaries Intelsat (Bermuda) Ltd. and Intelsat Global Sales & Marketing Ltd., include 100 percent of the equity and voting interests of Intelsat Holdings LLC, a Delaware corporation that wholly owns Intelsat LLC, which itself wholly owns Intelsat North America LLC, and 100 percent of the equity and voting interests of Intelsat USA Sales Corp., a Delaware corporation that indirectly wholly owns Intelsat MTC LLC.2 2. We find that Zeus, post-amalgamation Intelsat and Intelsat (Bermuda), Ltd., and Intelsat Global Sales & Marketing Ltd. will conduct their business in and from Bermuda, the United Kingdom, and other countries that are World Trade Organization (“WTO”) Members. The Commission has previously found, in the Lockheed/Comsat/Intelsat Order3 and in the Loral/Intelsat Order,4 that Intelsat and Intelsat (Bermuda), Ltd. principally conduct business in and from Bermuda and other WTO Member countries,5 and the Applicants certify that, post-amalgamation, the principal place of business of these two 1 Order and Authorization ¶ 11-12. 2 Consolidated Application at 7; see Order and Authorization at note 14. We note that although each of Intelsat, Intelsat (Bermuda), Ltd., and Intelsat Global Sales & Marketing Ltd. has an indirect 100% equity interest in Intelsat MTC LLC, they will not exercise a voting interest in Intelsat MTC LLC because of a proxy agreement that Intelsat has negotiated with the U.S. Defense Security Service (“DSS”), an agency of the U.S. Department of Defense, and has committed to modify with respect to Intelsat MTC LLC. The proxy agreement is intended to ensure that no impermissible foreign ownership, control, or influence is exercised over the U.S. government contracts acquired by Intelsat MTC LLC’s parent, Intelsat General Corporation, in the Comsat General Public Notice. See Comsat General Public Notice Appendix B at 4-5; Letter from Counsel to Zeus and Intelsat to Laura H. Parsky, Deputy Assistant Attorney General, U.S. Department of Justice, Tina W. Gabbrielli, Director of Intelligence Coordination and Special Infrastructure Protection Programs, U.S. Department of Homeland Security, and Patrick W. Kelley, Deputy General Counsel, Federal Bureau of Investigation, IB Docket No. 04-366 (dated Nov. 24, 2004) (“Zeus/Intelsat Commitment Letter”), at 4. The Zeus/Intelsat Commitment Letter states that, under the proxy agreement, three proxy holders, all resident U.S. citizens, will serve as directors of Intelsat General Corporation and exercise all of the voting power in Intelsat’s shares of Intelsat General Corporation and in Intelsat Ge neral Corporation’s shares of its subsidiaries. Zeus/Intelsat Commitment Letter at 4. The Zeus/Intelsat Commitment Letter further states that the parties to the proposed transaction will maintain a proxy agreement for Intelsat General Corporation and work with DSS to modify the existing proxy agreement to obtain DSS approval. Id. Thus, although the three foreign parents have de jure control of Intelsat MTC LLC, the three U.S. proxy holders will exercise de facto control. Notwithstanding the proxy agreement, we calculate foreign voting interests for Intelsat MTC LLC’s ultimate U.S. parent, Intelsat USA Sales Corp., and require that Intelsat MTC LLC comply fully with the foreign ownership ruling adopted in this order. 3 Lockheed Martin Corporation, COMSAT Corporation, and COMSAT Digital Teleport, Inc., Assignors, and Intelsat, Ltd., Intelsat (Bermuda), Ltd., Intelsat LLC and Intelsat USA License Corp., Application for Assignment of Earth Station and Wireless Licenses and Section 214 Authorizations and Petition for Declaratory Ruling, IB Docket No. 02-87, Order and Authorization, 17 FCC Rcd 27732, 27755, ¶¶ 35-46 (Int’l Bur. & Wireless Tel. Bur. 2002) (“Lockheed/Comsat/Intelsat Order”). 4 Loral/Intelsat Order, 19 FCC Rcd at 2414-15, ¶ 24. 5 Lockheed/Comsat/Intelsat Order, 17 FCC Rcd at 27757, ¶ 38. 24

Federal Communications Commission DA 04-4034 entities will not change.6 Applicants also provide information to demonstrate that Intelsat Global Sales & Marketing Ltd., which is organized under the laws of England and Wales, principally conducts its business in and from the United Kingdom. 7 Like Intelsat and Intelsat (Bermuda), Ltd., Zeus is organized under the laws of Bermuda, a WTO Member.8 Based on information in the record, we find that Zeus will also principally conduct its business in and from Bermuda and other countries that are WTO Members.9 3. Therefore, pursuant to the Foreign Participation Order, Zeus, Intelsat, Intelsat (Bermuda), Ltd., and Intelsat Global Sales & Marketing Ltd. are entitled to a rebuttable presumption that their proposed foreign ownership of Intelsat Holdings LLC and Intelsat USA Sales Corp., the U.S. parents of the Title III licensees, does not pose a risk to competition in the U.S. market that would justify denial of the Applications. This presumption could be rebutted only if we were to find that grant of the Applications would pose a very high risk to competition in the U.S. market, where our general safeguards and other conditions would be ineffective at preventing harm to U.S. consumers.10 II. THE INVESTING FUNDS 4. We next calculate the foreign equity and voting interests in Intelsat Holdings LLC and Intelsat USA Sales Corp. that would be held by and through the 20 Investing Funds that hold, collectively, 100 percent of the ownership interests in Zeus. As discussed in Section II.B. of this Order and Authorization, these Investing Funds are ultimately controlled by the principals of four Private Equity Funds, Apax, Apollo, MDP, and Permira,11 each of which controls indirectly 25 percent of the capital stock interests in Zeus. Because Zeus would hold 100 percent of the outstanding capital stock of Intelsat, the foreign equity and voting interests in Zeus that would be held by and through the 20 Investing Funds would flow through in their entirety to Intelsat and its indirect wholly-owned subsidiaries, Intelsat Holdings LLC and Intelsat USA Sales Corp., the U.S. parent companies of the Intelsat Title III Licensees.12 Thus, the percentage of foreign equity and voting interests that would be held in Zeus by and through the Investing Funds is the same as the percentage of foreign equity and voting interests that would be held in Intelsat Holdings LLC and Intelsat USA Sales Corp. by and through the Investing Funds. For ease of reference, we refer to Zeus, rather than to Intelsat Holdings LLC and Intelsat USA Sales Corp. as we compute these percentage interests and analyze the foreign equity and voting interests for each of the four Private Equity Funds. 5. In order to determine when it is appropriate to use the “multiplier” in calculating foreign voting interests,13 we rely, in this case, on certain critical attributes of the organizational agreement of each of the Investing Funds, as characterized by the Applicants in their Petition for Declaratory Ruling. Although the vast majority of the equity interest in the Investing Funds is held directly by the numerous 6 Nov. 30 Letter at 3-4. 7 Consolidated Application at 7; Amendment to Petition for Declaratory Ruling Attachment 1 (providing principal place of business showing for Intelsat Global Sales & Marketing Ltd.). 8 Consolidated Application at 26. See also Cable & Wireless USA, Inc., Application for Authority to Operate as a Facilities-Based Carrier in Accordance with the Provisions of Section 63.18(e)(4) of the Rules Between the United States and Bermuda, Order, Authorization and Certificate, 15 FCC Rcd 3050, 3052, ¶ 7 (Int’l Bur. 2000) (“Cable & Wireless”) (relying on an opinion provided by the U.S. Department of State that the 1994 Marrakesh Agreement Establishing the World Trade Organization applies to Bermuda, a dependent territory of the United Kingdom). 9 See Consolidated Application Attachment 4 at 1. 10 See Foreign Participation Order, 12 FCC Rcd at 23913-14, ¶ 51 11 Order and Authorization ¶¶ 6-10. 12 Id. ¶ 11. 13 Id. ¶ 23. 25

Federal Communications Commission DA 04-4034 limited partners of those funds, the Applicants state that the limited partners do not hold any voting rights in the Investing Funds. 14 According to the Applicants, the only parties with direct interests in the Investing Funds that hold voting rights effectively are intermediate holding companies for the Private Equity Fund principals that ultimately control the funds’ respective capital stock interests in Zeus.15 Such voting rights in the Investing Funds ultimately are held by these Private Equity Fund principals through an often complex chain of ownership between the Investing Funds and the Private Equity Fund principals. 16 The Applicants also state that these limited partners have no ability to control or be involved in the day-to-day business operations, activities and decisions or to manage the day-do-day operations of the Investing Funds or Zeus.17 Thus, the Applicants do not calculate voting interests for the limited partners. Consistent with our foreign ownership case precedent, however, we will calculate, for the foreign limited partners, a voting interest that matches their respective equity interests in the Investing Funds. 18 We will then use the multiplier to calculate their respective voting interests in Zeus, diluting the limited partners’ voting interests in each Investing Fund by that fund’s voting interest in Zeus. We make these calculations in recognition of the potential influence these foreign limited partners may have over partnership affairs. A. Apax 6. We first calculate the foreign equity and voting interests held in Zeus (and, therefore, in the U.S. parent companies of the Title III licensees) by and through the Apax Investing Funds and determine whether these interests properly are ascribed to WTO Member countries. As discussed below, the total foreign equity interest held in Zeus by the Apax Investing Funds is 20.58 percent, all of which is ascribed to WTO Member countries (including the United States in the case of two of the Apax Investing Funds that are organized under foreign law). With respect to the election of the Zeus board of directors, the total foreign voting interest held in Zeus by the Apax Investing Funds is 25 percent, also ascribed to WTO Member countries (including the United States in the case of two of the Apax Investing Funds that are organized under foreign law). With respect to all other matters, the total foreign voting interest held in Zeus by the Apax Investing Funds is 20.58 percent. The total foreign equity and voting interest held in Zeus through the Apax Investing Funds, by their direct and indirect limited partners, is 11.61 percent, almost all of which is ascribed to WTO Member countries.19 The total foreign voting interest held in Zeus through the Apax Investing Funds, by and through their general partners and other controlling interest holders, is 23.20 percent with respect to the election of the Zeus board of directors, and 20 percent with respect to all other matters. We ascribe these voting interests held in Zeus through the Apax Investing Funds to the United Kingdom, a WTO Member country. 7. Equity and Voting Interests Held By Apax. According to the Applicants, the 13 Apax Investing Funds are divided into two fund groups that are controlled by two different groups of Apax principals. The Apax Excelsior VI group consists of four Investing Funds that collectively hold five percent of the equity interests in Zeus: (1) Apax Excelsior VI, L.P., a Delaware limited partnership 14 Consolidated Application at 24 n.47. 15 Id 16 We recommend the use of the ownership charts in Appendix C as a roadmap for our particularly complex calculations and analyses of the foreign ownership interests held in Zeus by and through the Private Equity Funds. 17 Consolidated Application at 8. 18 See XO Communications, 17 FCC Rcd at 19221, ¶ 25. 19 Of the 11.61% indirect foreign equity interests held in Zeus through the Apax Investing Funds, 11.60% is ascribed to investors from WTO Member countries. The remaining 0.01% equity interest is held by a limited partner that has its principal place of business in Saudi Arabia, a non-WTO Member country. See Consolidated Application Attachment 3 at 2-5; Nov. 30 Letter Attachment 1 at 1-2. See infra ¶¶ 16-17. 26

Federal Communications Commission DA 04-4034 (4.27%); (2) Apax Excelsior VI-A, CV, a Dutch partnership (0.35%); (3) Apax Excelsior VI-B, CV, also a Dutch partnership (0.23%); and (4) Patricof Private Investment Club III, L.P., a Delaware limited partnership (0.15%). 8. The voting rights of the principals of Apax Excelsior VI are held through two intervening entities. The managing general partner of each of the Apax Excelsior VI Investing Funds is Apax Excelsior VI Partners, L.P., a Delaware limited partnership that exercises exclusive control over the funds. Apax Excelsior VI Partners, L.P. holds a one percent general partnership interest in each fund. 20 The sole general partner of Apax Excelsior VI Partners, L.P. is Apax Managers, Inc., a New York corporation that exercises exclusive control over Apax Excelsior VI Partners, L.P. Apax Managers, Inc. holds a 0.01 percent general partnership interest in Apax Excelsior VI Partners, L.P. The outstanding capital stock of Apax Managers, Inc. is held by seven U.S. citizens. 9. Two of the four Apax Excelsior VI Investing Funds, Apax Excelsior VI-A, CV and Apax Excelsior VI-B, CV, are organized in the Netherlands. Together, these funds account for a 0.58 percent foreign equity interest in Zeus. However, we find that all four of the Apax Excelsior VI Investing Funds have their principal places of business in the United States. The officers and directors of each fund are U.S. citizens and the world headquarters of each fund is in the United States. None of these private equity funds has any tangible properties or sales and revenues. Moreover, each of these funds ultimately is controlled by the shareholders of Apax Managers, Inc., all of whom are U.S. citizens. 21 Thus, while two of the Apax Excelsior VI Investing Funds are foreign entities, we find that their 0.58 percent equity interest in Zeus is properly ascribed to the United States for purposes of our public interest analysis under section 310(b)(4) of the Act and the Commission’s foreign ownership policies adopted in the Foreign Participation Order.22 10. The voting interest of each Apax Investing Fund is the same as its equity interest, except with respect to the election of the Apax director to the Zeus board of directors.23 The three Apax Investing Funds that are organized in the United States (including two of the four Apax Excelsior VI funds) have no right to vote for Apax’s director on the Zeus board of directors. The director will be appointed by Apax’s other Investing Funds, which will vote pro rata based on their respective percentage ownership of Zeus. As a result, the Apax Excelsior VI Investing Funds will have an aggregate voting interest of 1.8 percent with respect to the election of Zeus’ directors, and this interest will be held entirely by the two Dutch partnerships that we have found have their principal places of business in the United States. These two partnerships will hold a 0.58 percent voting interest (the same as their equity interest) in Zeus with respect to all other matters. Therefore, we attribute to the Apax Excelsior VI Investing Funds a 1.8 percent foreign voting interest with respect to the election of the Zeus board of directors and a 0.58 percent foreign voting interest with respect to all other matters. We find that these voting interests are properly ascribed to the United States for purposes of our public interest analysis under section 310(b)(4) of the 20 Consolidated Application Attachment 3 at 3. The two Dutch investing funds have a second general partner that is a foundation organized under Dutch law and that is responsible for carrying out various ministerial functions required under Dutch law. Id. Because of its minimal involvement in these two funds, we will not calculate any voting interest for this entity, which also holds no equity interest in either fund. 21 Consolidated Application Attachment 3 at 3. We also find, in ¶ 15 below, that Apax Managers, Inc. has its principal place of business in the United States. 22 See Foreign Participation Order, 12 FCC Rcd 23891. See, e.g., Globalstar Order, 17 FCC Rcd at 12864-65, ¶¶ 47-50 (finding that, because Loral Space, a Bermuda corporation, has its principal of place of business in the United States, it is entitled to a rebuttable presumption that no competitive concerns are raised by its foreign equity and voting interests in Globalstar). 23 See Consolidated Application Attachment 3 at 10. 27

Federal Communications Commission DA 04-4034 Act and the Commission’s foreign ownership policies adopted in the Foreign Participation Order.24 11. Turning next to Apax Europe V, this group consists of nine Investing Funds that collectively hold a 20 percent equity interest in Zeus: (1) a Delaware limited partnership, Apax Europe V-A, L.P. (12.5%); (2) five United Kingdom limited partnerships, Apax Europe V-B, L.P. (2.25%), Apax Europe V-D, L.P. (1.68%), Apax Europe V-E, L.P. (1.68%), Apax Europe V-1, L.P. (0.01%), and Apax Europe V-2, L.P. (0.01%); (3) a German limited partnership, Apax Europe V-C GmbH & Co. KG (1.28%); and (4) two Dutch partnerships, Apax Europe V-F, CV (0.3%) and Apax Europe V-G, CV (0.3%).25 12. The voting rights of the principals of Apax Europe V are held through a complex ownership chain between the Apax Europe V Investing Funds and the private equity fund principals. The general partner of each of the Apax Europe V Investing Funds is Apax Europe V GP, L.P., a Delaware limited partnership that holds a 1.13 percent general partnership interest in the funds. 26 The sole general partner of Apax Europe V GP, L.P. is Apax Europe V GP Co. Ltd., a Guernsey company, which exercises sole control over Apax Europe V GP, L.P.27 Apax Europe V GP Co., Ltd. is wholly owned by the Hirzell Trust, a Guernsey charitable discretionary, irrevocable trust. The trustee of the Hirzell Trust is RBC Trustees (Guernsey) Limited (“RBC Trustees”), a Guernsey limited company that is ultimately owned by the Royal Bank of Canada. The Royal Bank of Canada, however, exerts no control over RBC Trustees.28 The decisions of RBC Trustees are controlled entirely by its seven directors, each of whom is a U.K. citizen. 29 The seven directors of RBC Trustees have the ultimate authority to appoint and dismiss the directors of RBC Trustees, including the appointment of additional directors. Decisions of RBC Trustees are made by majority vote of its directors.30 Therefore, no single director of RBC Trustees has de jure or de facto control, including negative control, of the voting interest held by Apax Europe V in Zeus. 24 Foreign Participation Order, 12 FCC Rcd 23891. See, e.g., Globalstar Order, 17 FCC Rcd 12849. 25 Consolidated Application Attachment 3 at 3-4. 26 Nov. 30 Letter at 3 n.3; Nov. 8 Letter at 6. See Consolidated Application Attachment 3 at 4-5. The named general partner of Apax Europe V-C GmbH & Co. KG (“Apax Europe V-C”) is a German corporation, Apax Verwaltungsgesellschaft Beta GmbH (“Beta GmbH”). Consolidated Application Attachment 3 at 5. The sole shareholder of Beta GmbH, however, is Apax Europe V GP, L.P. In addition, the partnership agreement for Apax Europe V-C assigns to Apax Europe V GP, L.P. the management rights and responsibilities normally assigned to the general partner. Id. Beta GmbH appears to be minimally involved in the affairs of Apax Europe V-C. Moreover, the principals of Beta GmbH are all citizens of WTO Member countries. Accordingly, to simplify our foreign ownership ruling, we will not calculate any voting interest for this entity, which also holds no equity interest in Apax Europe V-C. Nov. 8 Letter Attachment 1 at 2. We also note that Apax Europe V-F, CV and Apax Europe V-G, CV each have a second general partner that is a Dutch corporation. Id. That corporation is wholly owned by Apax Europe V GP, L.P. and it is responsible only for carrying out various ministerial functions required under Dutch law. Id. Because of its minimal involvement in these two funds, we will not calculate any voting interest for this entity (which also holds no equity interest in either fund). Id. 27 Consolidated Application Attachment 3 at 5. See also Nov. 8 Letter at 6. Apax Europe V GP Co., Ltd. holds no equity interest in Apax Europe V GP, L.P. Nov. 8 Letter Attachment 2. 28 See Nov. 8 Letter at 6-7. We also note that, because Apax Europe V GP Co., Ltd. holds no equity interest in Apax Europe V GP, L.P., neither RBC Trustees nor the Royal Bank of Canada holds an equity interest in the Apax Europe V Investing Funds in its capacity as a direct or indirect owner of Apax Europe V GP Co., Ltd. See Nov. 8 Letter Attachment 2. See also Consolidated Application Attachment 3 at 5. Because the Royal Bank of Canada has no beneficial interest in Zeus though its ownership of RBC Trustees, we find no basis to conclude that the Bank would in fact attempt to exert control or wield influence over RBC Trustees with respect to RBC Trustees’ investment decisions related to Zeus. We, therefore, will not calculate any voting interest for the Royal Bank of Canada. 29 Nov. 8 Letter at 7. RBC Trustees does not have any trustees. Rather, it has directors, which control the decisions of RBC Trustees. Id. at 7 n.2. 30 Nov. 8 Letter at 7. 28

Federal Communications Commission DA 04-4034 13. Although Apax Europe V GP, L.P. is the general partner of each of the Apax Europe V Investing Funds, it has delegated control of the investment activity of these funds, including authority to vote the shares of Zeus held by these funds, to Apax Partners Europe Managers Limited (“Apax Managers”), a U.K. company. 31 One hundred percent of the shares of Apax Managers are held directly or indirectly by six U.K. citizens. 32 Decisions by the Apax Managers shareholders are made by majority vote, including the appointment and removal of the directors of Apax Managers.33 Therefore, no shareholder has the right to control the actions of Apax Managers or the Apax Europe V Investing Funds. 14. Based on the information provided by the Applicants, we find that each of the Apax Europe V Investing Funds has its principal place of business in the United Kingdom. Although the funds are organized under the laws of the United States, the Netherlands, the United Kingdom or Germany, the officers and directors of each fund are U.K. citizens, and the world headquarters of each fund is in Guernsey. 34 We also find that each fund principally is owned and controlled, directly and indirectly, by entities that have their principal places of business in the United Kingdom (Apax Europe V GP, L.P., Apax Europe V GP Co. Ltd., the Hirzell Trust, RBC Trustees (Guernsey) Limited as trustee of the Hirzell Trust, and Apax Managers), and, ultimately, by principals that are citizens of the United Kingdom (i.e., the U.K. directors of RBC Trustees and the U.K. shareholders of Apax Managers).35 Accordingly, we find that the total foreign equity interest to be held in Zeus by the Apax Europe V Investing Funds is 20 percent and that this interest is properly ascribed to the United Kingdom, a WTO Member country. We also calculate as being held by the Apax Europe V Investing Funds a collective foreign voting interest of 23.20 percent with respect to the election of Zeus’ directors, and a 20 percent foreign voting interest with respect to all other matters,36 and we ascribe these interests to the United Kingdom, a WTO Member country. Based upon our calculations above, we find that the total foreign equity interest held in Zeus by the Apax Investing Funds is 20.58 percent, all of which is ascribed to WTO Member countries. With respect to the election of the Zeus board of directors, the total foreign voting interest held in Zeus by the Apax Investing Funds is 25 percent, also ascribed to WTO Member countries. With respect to all other matters, the total foreign voting interest held in Zeus by the Apax Investing Funds is 20.58 percent. 15. Equity and Voting Interests Held Through Apax. As for the foreign equity interests held in Zeus through the Apax Investing Funds, the Applicants state that 99 percent of the equity of each of the four Apax Excelsior VI Investing Funds is held in the form of limited partnership interests.37 The Applicants state that these limited partners have no ability to control or be involved in the day-to-day business operations, activities or decisions of any of the Apax Excelsior VI Investing Funds or, after completion of the proposed transaction, Zeus.38 The Applicants have submitted information for the 31 See Consolidated Application Attachment 3 at 3-4; Nov. 8 Letter at 7. Apax Managers does not hold any equity interest, directly or indirectly, in the Apax Europe V Investing Funds. See Nov. 8 Letter Attachment 1 at 2. 32 Nov. 8 Letter at 7. 33 Nov. 30 Letter at 2. 34 The Bailiwick of Guernsey is a British Crown Dependency within the jurisdiction of the United Kingdom. 35 See Consolidated Application Attachment 4 at 8-10. 36 As explained in ¶ 10 above, the voting interest of each Apax Investing Fund is the same as its equity interest, except with respect to the election of the Apax director to the Zeus board of directors. Three of the Apax Investing Funds (including one of the Apax Europe V Investing Funds) will have no right to vote for Apax’s director on the Zeus board of directors. The director will be appointed by Apax’s other Investing Funds, which will vote pro rata based on their respective percentage ownership of Zeus. As a result, the Apax Europe V Investing Funds will have a voting interest for the Zeus board of directors that is slightly higher than its voting interest on all other matters. See Consolidated Application Attachment 3 at 10. 37 See Nov. 8 Letter Attachment 1 at 1. 38 See Consolidated Application Attachment 3 at 3. 29

Federal Communications Commission DA 04-4034 record to demonstrate that 32 limited partners, which hold 24.09 percent of the equity interests in the Apax Excelsior VI Investing Funds, have their principal places of business in named WTO Member countries;39 and that 155 limited partners, which hold 74.91 percent of the equity interests in the Apax Excelsior VI Investing Funds, have their principal places of business in the United States.40 One percent of the equity of each Apax Excelsior VI Investing Fund is held in the form of a general partnership interest by Apax Excelsior VI Partners, L.P., a Delaware limited partnership with its principal place of business in the United States.41 According to the Application, the limited partners and special limited partners of Apax Excelsior VI Partners, L.P. hold in the aggregate 99.99 percent of the equity interests in Apax Excelsior VI Partners, L.P. and are all U.S. citizens.42 The remaining 0.01 percent of the equity in Apax Excelsior VI Partners, L.P. is held by its sole general partner, Apax Managers, Inc., a New York corporation that is wholly owned by U.S. citizens and that has its principal place of business in the United States.43 Accordingly, we find that the total foreign equity interest held in the Apax Excelsior VI Investin g Funds is 24.09 percent. This amount represents a 1.20 percent indirect foreign equity interest in Zeus (24.09% x 5.0% = 1.20%). We also find, based on the information provided by the Applicants, that all of the foreign equity interests held indirectly in Zeus through the Apax Excelsior VI Investing Funds are properly ascribed to WTO Member countries.44 16. Turning to the Apax Europe V Investing Funds, we find that nearly 99 percent of the equity of these funds is held in the form of limited partnership interests. The Applicants state that the limited partners have no ability to control the day-to-day business operations and decisions of any of the funds or, after completion of the proposed transaction, Zeus.45 The Applicants have submitted information for the record to demonstrate that 132 limited partners, which hold 51.02 percent of the equity interests in the Apax Europe V Investing Funds, have their principal places of business in WTO Member countries,46 and that 86 limited partners, which hold 47.81 percent of the equity interests in the Apax Europe V Investing 39 The 24.09% equity interest in Apax Excelsior VI consists of interests held by: (1) high net worth individuals who are citizens of Germany, Switzerland, and the United Kingdom (0.10%); (2) banks, pension/employee benefit plans, and insurance companies organized in Japan, the Netherlands, Switzerland, and the United Kingdom (18.35%); (3) foundations/endowments/trusts organized in Guernsey, Iceland, Jersey and the United Kingdom (1.48%); and (4) other institutional investors with principal places of business in the British Virgin Islands, Guernsey, Italy, Japan and the Netherlands (3.16%). Nov. 30 Letter Attachment 1 at 3-4. 40 The 74.91% equity interest held in Apax Excelsior VI consists of interests held by: (1) high net worth U.S. citizens (2.07%); (2) banks, pension/employee benefit plans, and insurance companies that are organized in the United States (47.28%); (3) foundations/endowments/trusts that are organized in the United States (1.08%); and (4) other institutional investors from the United States (24.48%). Nov. 30 Letter Attachment 1 at 3-4. 41 Nov. 8 Letter Attachment 1 at 1 & Attachment 3. 42 Consolidated Application Attachment 3 at 3. 43 See Nov. 8 Letter Attachment 1 at 1 & Attachment 3. 44 See Nov. 30 Letter Attachment 1 at 3-4. 45 Consolidated Application Attachment 3 at 4. 46 The 51.02% equity interest held in Apax Europe V consists of interests held by: (1) high net worth individuals who are citizens of France, Germany, Israel, and the United Kingdom (0.62%); (2) government agencies (non- pension fund) controlled by the Canadian government (0.11%); (3) banks, pension/employee benefit plans, and insurance companies that are organized in Australia, Austria, Canada, Denmark, Finland, France, Germany, Israel, Japan, Netherlands, Singapore, Sweden, Switzerland, and the United Kingdom (34.22%); (4) foundations/endowments/ trusts that are organized in Bermuda, Ireland, Sweden, and the United Kingdom (4.61%); and (5) other institutional investors from Belgium, British Virgin Islands, Cayman Islands, Channel Islands, Denmark, Germany, Italy, the Netherlands, Norway, Sweden Switzerland, and the United Kingdom (11.46%). Nov. 30 Letter Attachment 1 at 1-2. 30

Federal Communications Commission DA 04-4034 Funds, have their principal places of business in the United States.47 Only one limited partner, which holds 0.05 percent of the equity interests in the Apax Europe V Investing Funds, does not have its principal place of business in a WTO Member country. 48 As discussed in paragraph 12 above, the sole general partner of each of the Apax Europe V Investing Funds is Apax Europe V GP, L.P., a Delaware limited partnership that has its principal place of business in the United Kingdom and holds a 1.13 percent general partnership interest in the Apax Europe V Investing Funds. 49 One hundred percent of this economic interest is held indirectly by the limited partners of Apax Europe V GP, L.P. Foreign limited partners, all of whom are individual citizens of WTO Member countries, account for approximately 93.7 percent of the ownership of Apax Europe V GP, L.P. and therefore an approximately 1.0 percent equity interest in the Apax Europe V Investing Funds (93.7% x 1.13% = 1.0%).50 Thus, we find that the total foreign equity interest from WTO Member countries held in Zeus through the Apax Europe V Investing Funds is 52.02 percent (51.02% + 1.00% = 52.02%), representing a 10.40 percent indirect foreign equity interest in Zeus (52.02% x 20% = 10.40%). We also find, based on the information provided by the Applicants, that 0.5 percent of the equity interests in the Apax Europe V Investing Funds is not properly ascribed to a WTO Member country. This amount represents a 0.01 percent non-WTO interest held indirectly in Zeus through the Apax Europe V Investing Funds (0.05% x 20% = 0.01%). Based on our calculations above, the total foreign equity interest held in Zeus through the Apax Investing Funds is 11.61 percent (1.20% + 10.40% + 0.01% = 11.61%). 17. We next calculate the foreign voting interests held by the Apax Investing Funds’ limited partners and its controlling interest holders. Consistent with our foreign ownership case precedent, we calculate a voting interest for the foreign limited partners that is equal to their respective equity interests in the Investing Funds because we find that their interests are properly insulated. 51 We then use the multiplier to calculate their respective voting interests in Zeus, multiplying each limited partner’s voting interest in the relevant Apax Investing Fund group by the group’s voting interest in Zeus. As described earlier, we attribute to the Apax Excelsior VI foreign limited partners from WTO Member countries a 24.09 percent equity interest in these funds.52 Using the multiplier, we find that the limited partners from WTO Member countries hold an indirect 1.20 percent foreign voting interest in Zeus through the Apax Excelsior VI Investing Funds (24.09% x 5.0% = 1.20%).53 With respect to the Apax Europe V Investing 47 The 47.81% equity interest held in Apax Europe V consists of interests held by: (1) high net worth individuals who are U.S. citizens (0.20%); (2) banks, pension/employee benefit plans, and insurance companies that are organized in the United States (31.96%); (3) foundations/endowments/trusts that are organized in the United States (5.70%); and (4) other institutional investors from the United States (9.95%). Nov. 30 Letter Attachment 1 at 1-2. 48 This investor is a British Virgin Islands corporation with its principal place of business in Saudi Arabia. Nov. 30 Letter Attachment 1 at 2. 49 See Consolidated Application Attachment 3 at 4; Nov. 30 Letter Attachment 1 at 1-2. Apax Europe V GP, L.P. holds a 1.8% equity interest in Apax Europe V-A, L.P., which accounts for 62.5% of Apax Europe V’s equity interest in Zeus. Apax Europe V GP, L.P. therefore holds, in total, a 1.13% equity interest in the Apax Europe V Investing Funds (1.8%x 62.5%). Nov. 30 Letter at 3 n.3. 50 See Consolidated Application Attachment 3 at 4. See also Dec. 9 Letter. For purposes of our ruling, where an investing fund's general partner, or other controlling entity, holds a direct or indirect equity interest in the investing fund, we attribute that equity interest to its ultimate owner. This methodology eliminates double counting equity interests in the funds and allows us to identify the citizenship of the ultimate equity investors. By contrast, our calculation of foreign voting interests held directly or indirectly in the investing funds includes the voting rights held by any intermediate foreign general partner or other controlling foreign entity situated in the vertical ownership chain between the investing fund and the ultimate principals of the fund. 51 See supra ¶ 5. 52 See supra ¶ 15. 53 See id. We also note that, as discussed in ¶ 10, supra, each Apax Investing Fund’s voting interest with respect to the election of the Zeus board of directors differs from its voting interest on all other matters. We find that the (continued....) 31

Federal Communications Commission DA 04-4034 Funds described above, we attribute to the foreign limited partners from WTO Member countries a 52.02 percent equity interest in these funds.54 We also attribute a 0.05 percent equity interest in the Apax Europe V Investing Funds to a foreign limited partner that does not have its principal place of business in a WTO Member country. 55 Using the multiplier, we find that the foreign limited partners from WTO Member countries hold an indirect 10.40 percent foreign voting interest in Zeus through the Apax Europe V Investing Funds (52.02% x 20% = 10.40%).56 We further find that the foreign limited partner from a non-WTO Member country holds a 0.01 percent voting interest indirectly in Zeus through the Apax Europe V Investing Funds. Based on our calculations above, the total foreign voting interest held in Zeus through the Apax Investing Funds by their direct and indirect limited partners is 11.61 percent (1.20% + 10.40% + 0.01% = 11.61%). 18. With respect to the controlling interest holders of the Apax Investing Funds, we do not apply the multiplier to any link in the vertical ownership chain that constitutes a controlling interest in the company positioned in the next lower tier.57 As explained previously, the controlling interest holders in the Apax Excelsior VI Investing Funds are Apax Excelsior VI Partners, L.P. and, in turn, Apax Managers, Inc., and its shareholders. We have determined that Apax Excelsior VI Partners, L.P. and Apax Managers, Inc. each is organized and has its principal place of business in the United States,58 and that each of the seven shareholders of Apax Managers, Inc. is a U.S. citizen. 59 Accordingly, we find that no portion of Apax Excelsior VI’s 1.80 percent voting interest for the Zeus board of directors or its 5.0 percent voting interest on all other matters is held by a foreign principal or intermediate controlling entity. Turning next to Apax Europe V, the controlling interest holders of these Investing Funds are Apax Europe V GP, L.P., Apax Europe V GP Co. Ltd., RBC Trustees (Guernsey) Limited as trustee of the Hirzell Trust, and Apax Managers, each of which has its principal place of business in the United Kingdom; and the principals of RBC Trustees (collectively, its directors) and Apax Managers (collectively, its shareholders), all of whom are U.K. citizens. We therefore attribute to each of these controlling interest holders of the Apax Europe V Investing Funds a foreign voting interest of 23.20 percent with respect to the election of Zeus’ board of directors, and a 20 percent foreign voting interest with respect to all other matters.60 We ascribe each of these interests to the United Kingdom, a WTO Member country. (...continued from previous page) general voting interest we have calculated for the foreign limited partners of the Apax Investing Funds, which equals their respective equity interests in the funds, provides a sufficient measure of their potential influence over partnership affairs. We therefore will not undertake to calculate for the Apax foreign limited partners a separate voting interest with respect to the Zeus board of directors. 54 See supra ¶ 16. 55 See id. 56 See also supra note 53 (explaining that we will not undertake to calculate for the Apax foreign limited partners a separate “voting” interest with respect to the Zeus board of directors). 57 See Order and Authorization ¶ 24. 58 See supra ¶ 15 59 See supra ¶ 9. 60 As explained in ¶ 10 above, the voting interest of each Apax Investing Fund is the same as its equity interest, except with respect to the election of the Apax director to the Zeus board of directors. Three of the Apax Investing Funds (including one of the Apax Europe V Investing Funds) will have no right to vote for Apax’s director on the Zeus board of directors. The director will be appointed by Apax’s other Investing Funds, which will vote pro rata based on their respective percentage ownership of Zeus. As a result, the Apax Europe V Investing Funds will have a voting interest for the Zeus board of directors that is slightly higher than its voting interest on all other matters. See Consolidated Application Attachment 3 at 10. 32

Federal Communications Commission DA 04-4034 B. Apollo 19. Next, we calculate the foreign equity and voting interests held in Zeus by and through the sole Apollo Investing Fund, AIF V Euro Holdings, L.P. (“AIF Euro Holdings”), and determine whether these interests are properly ascribed to WTO Member countries. Based upon our review of the record, we find that: (1) the total foreign equity and voting interest held in Zeus by AIF Euro Holdings is 25 percent; (2) the total foreign equity interest held in Zeus through AIF Euro Holdings is 6.32 percent, and (3) the total foreign voting interest held in Zeus through AIF Euro Holdings is as follows: 6.32 percent (held in the form of direct limited partnership interests in AIF Euro Holdings) and 25 percent (held by the direct and indirect foreign general partners of AIF Euro Holdings). We ascribe these foreign equity and voting interests held in Zeus by and through AIF Euro Holdings to WTO Member countries. We also determine that U.S. citizens ultimately control the 25 percent voting interest that we attribute to the direct and indirect foreign general partners of AIF Euro Holdings. 20. Equity and Voting Interests Held By Apollo. AIF Euro Holdings is a Cayman Islands limited partnership that holds a 25 percent equity interest in Zeus.61 According to the Applicants, 99.976 percent of the equity interest in AIF Euro Holdings is held by limited partners that have no ability to control or be involved in the day-to-day business operations, activities or decisions of AIF Euro Holdings or, after completion of the proposed Transaction, Zeus.62 The remaining 0.24 percent equity interest in AIF Euro Holdings is held by its sole general partner, Apollo Advisors V (EH Cayman), L.P. (“Apollo EH Cayman”), also a Cayman Islands limited partnership. 63 Pursuant to a management agreement, Apollo EH Cayman has delegated to Apollo Management V, L.P., a Delaware limited partnership, the day-to-day management of AIF Euro Holdings. 64 Apollo EH Cayman’s sole general partner is Apollo Advisors V (EH), LLC, an Anguillan limited liability company that has no equity interest in Apollo EH Cayman.65 Apollo Advisors (EH), LLC, in turn, is controlled by its members and managers, i.e. two Apollo executives, both of whom are U.S. citizens. 66 Apollo Management V, L.P.’s sole general partner is AIF V Management, Inc., a Delaware corporation. AIF V Management, Inc., in turn, is controlled by its shareholder and directors, all of whom are U.S. citizens. 67 21. One hundred percent of the equity in Apollo EH Cayman and Apollo Management V, L.P. is 61 Consolidated Application at 12, 23 & Attachment 3 at 5-7. 62 Nov. 8 Letter at 8. 63 Nov. 8 Letter at 8-9; Nov. 8 Letter Attachment 1 at 3. 64 Consolidated Application Attachment 3 at 6; Nov. 8 Letter at 8-9 & Attachment 1 at 3. Apollo EH Cayman has nominal control over AIF Euro Holdings. Notwithstanding the structural control relationship of Apollo EH Cayman (as the general partner of AIF Euro Holdings) with respect to Zeus, day-to-day management and investment related matters are subject to the approval and consent of Apollo Management V, L.P. Nov. 8 Letter at 9 & Attachment 1 at 3. 65 Nov. 8 Letter at 8-9 & Attachment 1 at 3. 66 Id. 67 According to the application, Leon Black, a U.S. citizen, is the sole shareholder of AIF V Management, Inc. and Leon Black and John Hannan, both of whom are U.S. citizens, are the only directors of AIF V Management, Inc. In that capacity, they exercise control over Apollo Management V, L.P. and, indirectly, the shares of Zeus held by AIF Euro Holdings. The partnership agreement of Apollo Management V, L.P., however, requires that the Investment Committee of Apollo Management V, L.P. approve any action taken by Apollo Management V, L.P. with respect to the transfer, exchange, disposition or any other restructuring of AIF Euro Holdings’ interest in Zeus or any other matter than requires voting by AIF Euro Holdings of its shares in Zeus. Thus, Leon Black and John Hanna, on the one hand, and the Investment Committee, on the other hand, each exercise negative control with respect to AIF Euro Holdings’ shares in Zeus. Nov. 8 Letter at 9-10 & Attachment 1 at 3. See infra ¶ 21. 33

Federal Communications Commission DA 04-4034 held by their limited partners, all of whom are U.S. citizens and their estate planning vehicles.68 All of the limited partners of Apollo EH Cayman and some of the limited partners of Apollo Management V, L.P are also members of Apollo Management V, L.P.’s Investment Committee.69 Under the partnership agreement, the Investment Committee of Apollo Management V, L.P. must approve any action taken by Apollo Management V, L.P. with respect to the transfer, exchange, disposition, or any other restructuring of AIF Euro Holdings’ interest in Zeus or any other matter that requires votin g by AIF Euro Holdings of its shares in Zeus.70 22. Based upon our review of the record, we find that AIF Euro Holdings, Apollo EH Cayman, and Apollo Advisors V (EH), LLC have their principal places of business in the United States, the Cayman Islands, or Anguilla, which are all WTO Member countries.71 We also find that Apollo Management V, L.P. and AIF V Management, Inc, which are organized in the United States, also have their principal places of business in the United States. At the outset, the record indicates that the investment principals, officers, and directors of these entities are all citizens of the United States.72 The record also indicates that AIF Euro Holdings is organized in the Cayman Islands and the British West Indies and that its world headquarters is located in Cayman Islands. 73 Further, Apollo EH Cayman is organized and has its world headquarters in the Cayman Islands.74 The record also shows that Apollo Advisors V (EH), LLC is organized in Anguilla and the British West Indies, and has its world headquarters in the Cayman Islands.75 Apollo Management V, L.P. and AIF V Management, Inc., in turn, are organized in and have their world headquarters in the United States. Based upon the record evidence, we find that AIF Euro Holdings’ 25 percent equity investment in Zeus is properly treated as investment from WTO Member countries for purposes of our public interest analysis under Section 310(b)(4) of the Act and the Commission’s foreign ownership polices adopted in the Foreign Participation Order.76 Further, as the voting interest of AIF Euro Holdings in Zeus is the same as its equity interest in Zeus and consistent with our foreign ownership precedent, we attribute to AIF Euro Holdings a 25 percent voting interest in Zeus. 23. Equity and Voting Interests Held Through Apollo. We next calculate the foreign equity interests held in Zeus through AIF Euro Holdings. As we explained in paragraph 20, 99.976 percent of 68 Nov. 8 Letter at 8-9 & Attachment 1 at 3. 69 Id. The applications state that the Inves tment Committee consists of no fewer than eleven members, all of whom are limited partners of Apollo EH Cayman and some of whom are also limited partners of Apollo Management V, L.P., and none of whom has a 10% or greater vote with respect to any decision taken or approval granted by the Investment Committee. Nov. 8 Letter at 9. 70 Nov. 8 Letter at 8-9 & Attachment 1 at 3. 71 See Bell Atlantic New Zealand Holdings, Inc., Transferor, and Pacific Telecom, Transferee, Applications for Consent to Transfer Control of a Submarine Cable Landing License, International and Domestic Section 214 Authorizations, a Cellular Radiotelephone License, Common Carrier and Non-Common Carrier Satellite Earth Station License, and a Petition for Declaratory Ruling Pursuant to Section 310(b)(4) of the Communications Act, Order and Authorization, 18 FCC Rcd 23140, 23152, n.80 (Int’l Bur., Wireline Comp. Bur., and Wireless Tel. Bur. 2003) (“BANZHI Order”) (citing Cable & Wireless,15 FCC Rcd at 3052, ¶ 7) (relying on an opinion provided by the U.S. Department of State to conclude that the 1994 Marrakesh Agreement Establishing the World Trade Organization applies to the United Kingdom's overseas territories)). 72 Consolidated Application Attachment 4 at 1-3. 73 See id. at 1. 74 See id. at 2. 75 See id. 76 Foreign Participation Order, 12 FCC Rcd 23891. 34

Federal Communications Commission DA 04-4034 the equity interest in AIF Euro Holdings is held by its limited partners and the remaining 0.024 percent equity is held by Apollo EH Cayman.77 One hundred percent of this remaining economic interest is held indirectly by Apollo EH Cayman’s limited partners, all of whom are U.S. citizens and their estate planning vehicles. Apollo EH Cayman, in turn, is controlled by Apollo Advisors V (EH), LLC, an Anguillan limited liability company that has no equity interest in Apollo EH Cayman. 24. We find that all of the foreign equity interests held indirectly in Zeus through AIF Euro Holdings are properly ascribed to WTO Member countries. The Applicants have submitted information for the record showing that 19 limited partners, which hold 25.26 percent of the equity interest in AIF Euro Holdings, have their principal places of business in WTO Member countries78 and that 101 limited partners, which hold 74.72 percent of the equity of AIF Euro Holdings, have their principal places of business in the United States.79 Additionally, the Applicants have shown that Apollo EH Cayman, which holds 0.024 percent of the equity interest in AIF Euro Holdings, has its principal place of business in a WTO Member country and that 100 percent of this economic interest is held indirectly by its U.S. limited partners. Accordingly, we find, based upon a review of the record, that the total foreign equity interest to be held in AIF Euro Holdings is 25.26 percent.80 This amount represents a 6.32 percent indirect equity interest in Zeus (25.26% x 25% = 6.32%). We find, based upon the record evidence, that this 6.32 percent indirect equity interest in Zeus is properly treated as investment from WTO Member countries for purposes of our public interest analysis under Section 310(b)(4) of the Act and the Commission’s foreign ownership polices adopted in the Foreign Participation Order.81 25. Next, we calculate the foreign voting interests held by the limited partners and controlling interest holders of AIF Euro Holdings. With respect to the indirect voting interests held by limited partners in Zeus through AIF Euro Holdings, we have previously determined that limited partners from WTO Member countries hold a 25.26 percent equity interest in AIF Euro Holdings. Consistent with our foreign ownership case precedent, we calculate a voting interest for them that is equal to their respective equity interests in the Investing Funds because we find that their interests are properly insulated. 82 In this case, we find, using the multiplier, that AIF Euro Holdings’ foreign limited partners from WTO Member 77 Nov. 8 Letter at 8-9 & Attachment 1 at 3. See supra ¶ 20. 78 The 25.26% equity interest in AIF Euro Holdings consists of: (1) banks, pensions/employee benefit plans, insurance companies that are organized in Belgium, Canada, Japan, and the United Kingdom (5.13%); (2) foundations/endowments/trusts that are organized in Luxembourg and the United Kingdom (0.83%); and (3) other institutional investors that have their principal places of business in Anguilla, Bermuda, British Virgin Islands, Cayman Islands, Germany, and the United Kingdom (19.30%). Nov. 30 Letter Attachment 1 at 5-6. 79 Specifically, the 74.72% equity interest in AIF Euro Holdings consists of interests held by: (1) banks, pension/employee benefit plans, and insurance companies that are organized in the United States (52.54%); (2) foundations/endowments/trusts that are organized in the United States (3.34%); and (3) other institutional investors with a principal place of business in the United States (18.84%). Nov. 30 Letter Attachment 1 at 5-6. 80 This amount represents the equity interests held by the foreign limited partners of AIF Euro Holdings. We treat as U.S. investment the entire 0.024% equity interest held in AIF Euro Holdings by Apollo EH Cayman. Although Apollo EH Cayman is organized under foreign law, its U.S. limited partners hold indirectly its entire equity interest in AIF Euro Holdings. For purposes of our ruling, where an investing fund’s general partner or other controlling entity holds a direct or indirect equity interest in the investing fund, we attribute that equity interest to its ultimate owner(s). This methodology eliminates double counting equity interests in the investing funds and allows us to identify the citizenship of the ultimate equity investors. By contrast, our calculation of foreign voting interests held directly or indirectly in the investing funds includes the voting rights held by any intermediate foreign general partner or other controlling foreign entity situated in the vertical ownership chain between the investing fund and the ultimate principals of the fund. 81 Foreign Participation Order, 12 FCC Rcd 23891. 82 See supra ¶ 5. 35

Federal Communications Commission DA 04-4034 countries hold an indirect 6.32 percent voting interest in Zeus through AIF Euro Holdings (25.26% x 25% = 6.32%). 26. As before, we do not apply the multiplier to any link in the vertical ownership chain that constitutes a controlling interest in the company positioned in the next lower tier with respect to the controlling interest holders of AIF Euro Holdings. 83 In this case, Apollo EH Cayman, Apollo Management V, L.P., the Investment Committee of Apollo Management V, L.P., Apollo Advisors V (EH), LLC, AIF V Management, Inc., and the members, managers, and shareholders of Apollo Advisors V (EH), LLC and AIF V Management, Inc. are the controlling interest holders in AIF Euro Holdings. As we stated in paragraph 22, Apollo EH Cayman and Apollo Advisors V (EH), LLC – the direct and indirect foreign general partners of AIF Euro Holdings – each has its principal place of business in a WTO Member country. Accordingly, we attribute to each of these foreign entities the 25 percent voting interest held by AIF Euro Holdings in Zeus, and we treat such investment as investment from WTO Member countries for purposes of our public interest analysis under section 310(b)(4) of the Act and the Commission’s foreign ownership policies adopted in the Foreign Participation Order.84 We also determine that the 25 percent voting interest we attribute to each of these foreign entities is ultimately controlled by U.S. citizens.85 C. MDP 27. We next calculate the foreign equity and voting interests held in Zeus by and through the sole MDP Investing Fund, MDCP IV Global Investments, L.P. (“MDCP Global”), and determine whether these interests are properly ascribed to WTO Member countries. As discussed below, we find that (1) the total foreign equity and voting interest held in Zeus by MDCP Global is 25 percent; (2) the total foreign equity interest held in Zeus through MDCP Global is 1.57 percent; and (3) the total foreign voting interest held in Zeus through MDCP Global is as follows: 1.57 percent (held in the form of direct limited partnership interests in MDCP Global) and 25 percent (held by each of the direct and indirect foreign general partners of MDCP Global). Based upon our review of the record, we determine that all these equity and voting interests are properly ascribed to WTO Member countries. We also determine that U.S. citizens and one domestic estate ultimately control the 25 percent voting interest that we attribute to the intermediate foreign general partners of MDCP Global. 28. Equity and Voting Interests Held By MDP. MDCP Global is a Cayman Islands limited partnership that holds a 25 percent equity interest in Zeus.86 According to the Applicants, 96.77 percent of the equity interest in MDCP Global is held by numerous limited partners, all of whom are citizens of, or are organized in, the United States or other WTO Member countries.87 The remaining 3.23 percent of the equity interest in MDCP Global is held by its sole general partner, MDP IV Global GP, L.P., a limited partnership organized under the laws of the Cayman Islands. MDP IV Global GP, L.P. exercises 83 See Order and Authorization ¶ 24. 84 Foreign Participation Order, 12 FCC Rcd 23891. 85 Apollo Management V, L.P. and AIF V Management, Inc. are organized in the United States and have their principal places of business in the United States. The members of the Investment Committee of Apollo Management V, L.P. and the members, managers, and shareholders of Apollo Advisors V (EH), LLC and AIF V Management, Inc. are all U.S. citizens. See supra ¶¶ 20-22. 86 Consolidated Application Attachment 3 at 9. 87 Id. The Applicants further state that these limited partners have no ability to control or be involved in the day-to- day business operations, activities and decisions of MDCP Global or, after completion of the proposed transaction, Zeus. Further, the applicants note that non-U.S. limited partners in MDCP Global account for approximately 9.49% of the equity in MDCP Global, which represents a 2.37% indirect equity and general voting interest in Zeus. Id; Nov. 30 Letter at 3. 36

Federal Communications Commission DA 04-4034 exclusive control over MDCP Global. 88 The Applicants further state that 99.5 percent of the equity interests in MDP IV Global GP, L.P. is held by numerous limited partners – all of which are U.S. citizens, domestic estate planning vehicles, and a Delaware limited liability company, Madison Dearborn Partners, LLC.89 The limited partners of Madison Dearborn Partners, LLC are all U.S. citizens.90 The remaining 0.5 percent equity interest in MDP IV Global GP, L.P., in turn, is held by its sole general partner, MDP Global Investors Limited, a company organized under the laws of the Cayman Islands. MDP Global Investors Limited is owned and controlled by 13 U.S. citizens, each an MDP principal and one domestic estate.91 29. Based upon the information provided by the Applicants, we find that MDCP Global has its principal place of business in the United States or the Cayman Islands, which is a WTO Member country. 92 We also find that MDP IV Global GP, L.P. and MDP Global Investors Limited, whic h directly and indirectly control MDCP Global, have their principal places of business either in the United States or the Cayman Islands. The Applicants state that MDCP Global is organized in and has its world headquarters in the Cayman Islands,93 and that its investment principals, officers and directors are citizens of the United States.94 MDP IV Global GP, L.P. and MDP Global Investors Limited, which directly and indirectly control MDCP Global, likewise are organized in and have their world headquarters in the Cayman Islands.95 Their officers and directors are U.S. citizens, and, ultimately, they are controlled by the U.S. shareholders of MDP Global Investors Limited. 96 We, therefore, find that the 25 percent equity interest held in Zeus by MDCP Global, a foreign limited partnership, is properly treated as WTO investment from either the United States or the Cayman Islands for purposes of our public interest analysis under section 310(b)(4) of the act and the Commission’s foreign ownership policies adopted in the Foreign Participation Order.97 Further, as the voting interest of MDCP Global is the same as its equity interest in Zeus, we attribute to MDCP Global a 25 percent voting interest in Zeus. 30. Equity and Voting Interests Held Through MDP. The Applicants have submitted information for the record showing that 29 limited partners, which hold 6.26 percent of the equity interests in MDCP Global, have their principal places of business in WTO Member countries98 and that 88 Consolidated Application Attachment 3 at 9. 89 Nov. 8 Letter at 15. The Applicants further state that these limited partners have no ability to control or be involved in the day-to-day business operations, activities, and decisions of MDP IV Global, L.P. Consolidated Application Attachment 3 at 9. 90 See Consolidated Application Attachment 3 at 9. 91 See id.; Nov. 8 Letter at 15-17. The principals of MDP Global Investors Limited also hold equity stakes in the MDP Private Equity Fund as limited partners of Madison Dearborn Partners, LLC, a limited partner of MDP IV Global GP, L.P. See Consolidated Application Attachment 3 at 9. 92 BANZHI Order, 18 FCC Rcd at 23152, n.80 (citing Cable & Wireless,15 FCC Rcd at 3052, ¶ 7) (relying on an opinion provided by the U.S. Department of State to conclude that the 1994 Marrakesh Agreement Establishing the World Trade Organization applies to the United Kingdom's overseas territories)). 93 See Consolidated Application Attachment 4 at 15. 94 See id. MDCP Global has no tangible property or sales and revenues. Id. 95 Consolidated Application Attachment 4 at 16. 96 As we found in ¶ 28 above, the shareholders of MDP Global Investors Limited are citizens of the United States and one domestic estate. 97 Foreign Participation Order, 12 FCC Rcd 23891. 98 According to the Applicants, the 6.26% equity interest in MDCP Global consists of interests held by: (1) non-U.S. banks, pension/employee benefit plans, insurance companies organized in Denmark, Sweden, Switzerland, and the United Kingdom (2.35%); (2) non-U.S. foundations/endowments/trusts organized in Canada and the United (continued....) 37

Federal Communications Commission DA 04-4034 255 limited partners, which hold 90.51 percent of the equity interests in MDCP Global have their principal places of business in the United States.99 Additionally, the Applicants have submitted information showing that MDP IV Global GP, L.P. holds a 3.23 percent general partnership interest in MDCP Global. 100 We attribute the entire 3.23 percent equity stake held by MDP IV Global GP, L.P. to U.S. investors for purposes of our ruling. 101 MDP IV Global GP, L.P.’s limited partners hold, indirectly, 99.5 percent of its 3.23 percent equity interest in MDCP Global. All of these limited partners are U.S. citizens. The remaining 0.5 percent equity interest in MDP IV Global GP, L.P. is held by its general partner, MDP Global Investors Limited. The shareholders of MDP Global Investors Limited hold, indirectly, 100 percent of its indirect economic interest in MDCP Global, and all of these shareholders are U.S. citizens.102 Accordingly, we find that the total foreign equity interest in MDCP Global is 6.26 percent and that all this investment is properly ascribed to WTO Member countries. Using the multiplier, we find that 1.57 percent (6.26% x 25% = 1.57%) of the equity interests in Zeus are held by foreign investors from WTO Member countries through MDCP Global. 31. We next calculate the foreign voting interest to be held by the limited partners and controlling interest holders of MDCP Global. As described earlier, 6.26 percent of the equity interests in MDCP Global are held by numerous limited partners from WTO Member countries.103 Because these limited partners do not have the ability to control or be involved in the day-to-day business operations, activities, or decisions of MDCP Global,104 we calculate a voting interest for the foreign limited partners that is equal to their equity interest in MDCP Global. We then use the multiplier to calculate their voting interests in Zeus, diluting the foreign voting interest (6.26%) by MDCP Global’s voting interest in Zeus (25%). We find that the foreign limited partners of MDCP Global hold a 1.57 percent voting interest in Zeus through MDCP Global (6.26% x 25% = 1.57%). We consider this 1.57 percent indirect foreign voting interest in Zeus as investment from WTO Member countries. 32. With respect to MDCP Global’s controlling interest holders, we do not use the multiplier to calculate their voting interests in Zeus.105 As we explained earlier, MDCP IV Global GP, L.P. is the (...continued from previous page) Kingdom (1.39%); and (3) other institutional investors that have their principal place of business in Australia, Bermuda, Canada, Cayman Islands, Ireland, Switzerland, Singapore, and the United Kingdom (2.52%). Nov. 30 Letter Attachment 1 at 7-8. 99 According to the Applicants, the 90.51% equity interest in MDCP Global consists of interests held by: (1) high net worth individuals who are U.S. citizens (1.33%); (2) banks, pension/employee benefit plans, and insurance companies organized in the United States (52.46%); (3) foundations/endowments/trusts that are organized in the United States (20.11%); and (4) other institutional investors with the principal place of business in the United States (16.61%). Nov. 30 Letter Attachment 1 at 7. 100 See supra ¶ 28. 101 For purposes of our ruling, where an investing fund’s general partner or other controlling entity holds a direct or indirect equity interest in the investing fund, we attribute that equity interest to its ultimate owner(s). This methodology eliminates double counting equity interests in the investing funds and allows us to identify the citizenship of the ultimate equity investors. By contrast, our calculation of foreign voting interests held directly or indirectly in the investing funds includes the voting rights held by any intermediate foreign general partner or other controlling foreign entity situated in the vertical ownership chain between the investing fund and the ultimate principals of the fund. 102 See supra ¶ 28. 103 See supra ¶ 30. 104 See Consolidated Application Attachment 3 at 9. 105 See Order and Authorization ¶ 24. 38

Federal Communications Commission DA 04-4034 general partner of and holds a 3.23 percent general partnership interest in MDCP Global. 106 MDP IV Global GP, L.P., in turn, is wholly owned and controlled by its sole general partner, MDP Global Investors Limited, which also holds a 0.5 percent general partnership interest in MDCP IV Global GP, L.P. MDP Global Investors Limited is owned and controlled by 13 citizens of the United States and one domestic estate.107 Because MDCP IV Global GP, L.P. and MDP Global Investors Limited hold direct and indirect controlling interests in MDCP Global, we attribute to each of these foreign entities the full 25 percent voting interest held by MDCP Global in Zeus. As we previously stated in paragraph 29, we find that these entities have their principal places of business in the Cayman Islands or the United States. Accordingly, we find that the 25 percent voting interests held individually by MDP IV Global GP, L.P., by MDP Global Investors Limited, and, ultimately, by the U.S. shareholders of MDP Global Investors Limited are properly treated as investment from WTO Member countries for purposes of our public interest analysis under section 310(b)(4) of the Act and the Commission’s foreign ownership policies adopted in the Foreign Participation Order.108 D. Permira 33. Finally, we calculate the foreign equity and voting interests held in Zeus by and through the Permira Investing Funds and determine whether these interests are properly ascribed to WTO Member countries. As discussed below, we find that (1) the total foreign equity and voting interest held in Zeus through the Permira Investing Funds is 25 percent; (2) the total foreign equity interest held in Zeus through the Permira Investing Funds is 15.65 percent;109 and (3) the total foreign voting interest held in Zeus through the Permira Investing Funds is as follows: 15.26 percent (held in the form of direct and indirect limited partnership and other passive investment interests in the Permira Investing Funds)110 and 25 percent (held by and through the intermediate general partners and other controlling interest holders of the investing funds). We ascribe the 25 percent voting interest held in Zeus by and through the intermediate general partners and other controlling interest holders of the Permira Investing Funds to the United Kingdom, a WTO Member country. 34. Equity and Voting Interests Held By Permira. According to the Applicants, the Permira Investing Funds is comprised of five investing funds that collectively hold 25 percent111 of the equity interests in Zeus: (1) Permira Europe III L.P. 1, a Guernsey112 limited partnership (6.22%); (2) Permira Europe III L.P. 2, also a Guernsey limited partnership (17.95%); (3) Permira Europe III GmbH & Co. KG, a German limited partnership (0.23%); (4) Permira Europe III Co-Investment Scheme, a Guernsey employee investment plan (.15%); and (5) Permira Investments Limited, a Guernsey limited liability 106 See supra ¶¶ 28 and 30. 107 Consolidated Application Attachment 3 at 9. Applicants further note that no investor of MDP Global Investors Limited holds an interest of greater than 10% in, and no single investor has the ability to exercise positive control or negative control over, MDP Global Investors Limited. Id. 108 Foreign Participation Order, 12 FCC Rcd 23891. 109 Of the 15.65% indirect foreign equity interest held in Zeus through the Permira Investing Funds, 15.57% are ascribed to investors from WTO Member countries. The remaining 0.08% is ascribed to interests held in the Permira Investing Funds by a limited partner from Saudi Arabia, a non-WTO Member country. Nov. 30 Letter Attachment 1 at 10. 110 Of the 15.26% indirect foreign voting interest held in Zeus through the Permira Investing Funds, 15.18% are ascribed to investors from WTO Member countries. The remaining 0.08% is ascribed to interests held in the funds by a limited partner from Saudi Arabia, a non-WTO member country. See id. 111 The sum of the equity interests from these five funds is 24.99%. For ease of calculation, we rounded 24.99% to 25%. 112 See supra note 34. 39

Federal Communications Commission DA 04-4034 company (0.44%).113 35. The voting rights of the principals of the Permira Investing Funds are held through a complex ownership chain between the Permira Investing Funds and the private equity fund principals. The sole general partner of Permira Europe III L.P. 1 and Permira Europe III L.P. 2 is Permira Europe III G.P., L.P. (“Permira Europe III G.P.”), a Guernsey limited partnership, which exercises exclusive control over these two funds.114 Specifically, Permira Europe III G.P. holds : (1) a non-economic general partnership interest and a de minimis special limited partnership interest in Permira Europe III L.P.1,115 and (2) a 0.15 percent general partnership interest and de minimis special limited partnership interest in Permira Europe III L.P. 2.116 Permira Europe III G.P. is controlled exclusively by its sole general partner, Permira Europe III GP Limited, a Guernsey limited company, which, in turn, is wholly owned by Permira Holdings Limited, a Guernsey limited company. 117 Permira Holdings Limited is widely held and ultimately controlled by 27 Permira shareholders and/or their estate planning vehicles, all of whom are U.S. citizens or citizens of WTO Member countries, and /or their estate planning vehicles or entities controlled by them or of which they are beneficiaries.118 These shareholders are all U.S. citizens or citizens of WTO Member countries. The decisions of the Permira shareholders are made by majority vote. No single shareholder has de jure or de facto control, including negative control, of the voting interest held by Permira in Zeus.119 Permira Europe III G.P. is also the managing limited partner of Permira Europe III GmbH and Co. KG.120 Approximately 90 percent of the outstanding capital stock of Permira Investments Limited is held by Permira Holdings Limited, which exercises exclusive control over Permira Investments Limited. 121 Finally, the Permira Co-Investment Scheme is administered by Permira Europe III GP Limited. 122 113 Consolidated Application at 13-14; Consolidated Application Attachment 3 at 7-9. 114 Consolidated Application Attachment 3 at 7; Nov. 8 Letter Attachment 1 at 4. 115 Nov. 8 Letter Attachment 1 at 4. The Applicants state that a special limited partner of a limited partnership is a limited partner that is entitled to a certain portion of the profit interests accruing to the limited partnership. In its capacity as a special limited partner of a limited partnership, a special limited partner has no ability to control or be involved in the day-to-day business operations, activities, or decisions of the limited partnership. Nov. 8 Letter at 11. 116 Consolidated Application Attachment 3 at 7; Nov. 8 Letter Attachment 1 at 4. Applicants calculate a 0.00% interest for holdings they identify as de minimis. See Nov. 30 Letter Attachment 1 at 4. 117 Consolidated Application Attachment 3 at 7-8; Nov. 8 Letter Attachment 1 at 4. 118 Consolidated Application Attachment 3 at 8; Nov. 8 Letter at 10-11 & Attachment 1 at 4. 119 Consolidated Application Attachment 3 at 7-8; Nov. 8 Letter at 11; Nov. 30 Letter at 1-2. 120 Permira Europe III Verwaltungs GmbH (“Verwaltungs GmbH”) is the sole general partner of Permira Europe III GmbH and Co. KG. The sole shareholder of Verwaltungs Gmb H, however, is Permira Europe III G.P. The management rights and responsibilities for Permira Europe III GmbH and Co. KG, which are normally assigned to the general partner, are, in this case assigned to Permira Europe III G.P. pursuant to a partnership agreement. See Consolidated Application Attachment 3 at 8; Nov. 8 Letter Attachment 1 at 4. Verwaltungs GmbH appears to be minimally involved in the affairs of Permira Europe III GmbH and Co. KG. Moreover, the principals of Verwaltungs GmbH are all citizens of WTO Member countries. Accordingly, to simply our foreign ownership ruling, we will not calculate any voting interest for this entity, which also holds no equity interest in Permira Europe III GmbH and Co. KG. Nov. 8 Letter Attachment 1 at 4. 121 Consolidated Application Attachment 3 at 8. The remaining 10% of the outstanding capital stock of Permira Investments Limited is held by non-partner executives and employees of Permira, all of whom are citizens of WTO Member countries. Id. 122 The Permira Europe III Co-Investment Scheme is a passive investment vehicle for Permira partners, non-partner executives, and employees and/or vehicles or entities ultimately owned or controlled by them and/or their families or (continued....) 40

Federal Communications Commission DA 04-4034 36. Based upon our review of the information provided by the Applicants, we find that each of these Permira Investment Funds has its principal place of business in the United Kingdom, which is a WTO Member country. Four of the investing funds (Permira Europe III L.P. 1, Permira Europe III L.P. 2, Permira Europe III Co-Investment Scheme, and Permira Investments Limited) are organized and have their tangible properties in Guernsey. 123 Although Permira Europe III GmbH is organized in Germany, its tangible property is located in Guernsey. 124 Moreover, we find that each fund is owned and controlled, directly and indirectly, by entities that have their principal places of business in the United Kingdom (Permira Europe III G.P., Permira Europe III GP Limited, and Permira Holdings Limited) and, ultimately, by the 27 shareholders of Permira Holdings Limited, whic h are all citizens of, or entities organized in, WTO Member countries or the United States.125 Accordingly, we find that the Permira Investment Funds’ collective 25 percent equity investment in Zeus is properly treated as investment from a WTO Member country for purposes of our public interest analysis under section 310(b)(4) of the Act and the Commission’s foreign ownership policies adopted in the Foreign Participation Order.126 Further, as the voting interest of each of the Permira Investing Funds is the same as its equity interest in Zeus, we attribute to the Permira Investing Funds a collective 25 percent voting interest in Zeus.127 37. Equity and Voting Interests Held Through Permira. With respect the foreign equity interests held in Zeus through the Permira Investing Funds, we find that the vast majority of the investment interests in the funds are held by numerous limited partners or other passive investors that have no ability to control or be involved in the day-to-day business operations, activities, or decisions of any of the Permira Investing Funds, or after completion of the proposed transaction, Zeus.128 The Applicants state that 100 percent of the equity interests in Permira Europe III L.P. 1 and 99.85 percent of the equity interests in Permira Europe III L.P. 2 are held in the form of limited partnership interests.129 The remaining 0.15 percent equity interest in Permira Europe III L.P. 2 is held in the form of a general partnership interest by Permira Europe III G.P.130 Additionally, 100 percent of the equity interests in Permira Europe III GmbH & Co. KG are held in the form of limited partnership interests.131 Similarly, (...continued from previous page) of which they and/or their families are beneficiaries, who have no ability to control or be involved in the day-to-day business activities, or decisions of the Permira Europe III Co-Investment Scheme. The ultimate investors in or beneficiaries of the Permira Europe III Co-Investment Scheme are all citizens of WTO Member countries. Consolidated Application Attachment 3 at 8-9. 123 See Consolidated Application Attachment 4 at 4-8. The Applicants further provide that the investment principals, officers, and directors of Permira Investments Limited are British and Irish citizens. See Consolidated Application Attachment at 5. 124 See Consolidated Application Attachment 4 at 5. 125 See Consolidated Application Attachment 3 at 7-8; Nov. 8 Letter at 10-11; Nov. 30 Letter at 1. 126 See Foreign Participation Order, 12 FCC Rcd 23891. 127 See supra ¶ 5. 128 See Consolidated Application at 23-30. 129 Nov. 8 Letter Attachment 1 at 3. 130 Id. at 4. The limited partners of Permira Europe III G.P. hold, indirectly, 100% of Permira Europe III G.P.’s 0.15% economic interest in Permira Europe III L.P. 2. See id. According to the Applicants, all the limited partners of Permira Europe III G.P. are citizens of WTO Member countries or are vehicles or entities ultimately owned or controlled by, or whose ultimate beneficiaries are citizens of, WTO Member countries. The Applicants represent that none of the limited partners has the ability to control or be involved in the day to day business operations, activities, or decisions of Permira Europe III G.P. or, after completion of the proposed transaction, Zeus. Consolidated Application Attachment 3 at 7. 131 Nov. 30 Letter Attachment 3 at 8. 41

Federal Communications Commission DA 04-4034 100 percent of the equity interests in Permira Europe III Co-Investment Scheme are held by Permira partners, non-partner executives, and employees and/or vehicles ultimately controlled by them and/or their families or of which they and/or their families are beneficiaries.132 Finally, the Applicants state that 90 percent of the outstanding capital stock of Permira Investments Limited is held by Permira Holdings Limited, which exercises control over Permira Investments Limited. The remaining 10 percent outstanding capital stock of Permira Investments Limited is held by non-partner executives and employees of Permira, all of whom are citizens of WTO Member countries.133 38. We find, based upon a review of the record, that almost all of the foreign equity interests to be held indirectly in Zeus through the Permira Investing Funds are properly ascribed to WTO Member countries.134 The Applicants have submitted information for the record showing that 211 limited partners, which hold 60.59 percent of the equity interests in the Permira Investing Funds, have their principal places of business in WTO Member countries,135 and that 68 limited partners, which hold 37.42 percent of the equity interests in the Permira Investing Funds, have their principal places of business in the United States.136 One limited partner from Saudi Arabia, a non-WTO Member country, holds a 0.3 percent equity interest in the Permira Investing Funds. Additionally, the Applicants have submitted information showing that two of the investing funds’ controlling interest holders, Permira Europe III G.P. and Permira Holdings Limited, collectively hold 1.69 percent of the equity interests of the Permira Investing Funds.137 One hundred percent of this economic interest is ultimately held, indirectly , by the limited partners of Permira Europe III G.P. and the 27 shareholders of Permira Holdings Limited, all of whom are from the United States (in the case of one Permira Holdings Limited shareholder) or other WTO Member 132 The Applicants represent that all of these entities are citizens of WTO Member countries and that none of these entities has the ability to control or be involved in the day to day business operations, activities, or decisions of Permira Europe III Co-Investment Scheme. Permira Europe III Co-Investment Scheme is administered by Permira Europe III GP Limited. Consolidated Application Attachment 3 at 8-9. 133 Consolidated Application Attachment 3 at 8. 134 See Consolidated Application Attachment 3 at 7-9; Nov. 8 Letter at 14-15; Nov. 30 Letter at 1-4. 135 According to the Applicants, this 60.59% interest in the Permira Investing Funds consists of interests held by: (1) high net worth individuals who are citizens of Australia, Belgium, Canada, Finland, France, Germany, Guernsey, Ireland, Italy, New Zealand, Norway, Spain, Sweden, Switzerland, and the United Kingdom (0.80%); (2) government agencies (non-pension) or entities controlled by agencies of the governments of Abu Dhabi (UAE), Canada, Kuwait, Oman, and Singapore (10.16%); (3) non-U.S. banks, pension/employee benefit plans, insurance companies organized in Austria, Belgium, Bermuda, Cayman Islands, Denmark, Finland, France, Germany, Italy, Japan, Luxembourg, Netherlands, Switzerland, and the United Kingdom (24.80%); non-U.S. foundations/endowments/trusts organized in Bermuda, Germany, Guernsey, Liechtenstein, Luxembourg, Panama, and Switzerland (2.29%); and (4) other institutional investors from Bermuda, Canada, Cayman Islands, Finland, Guernsey, Ireland, Isle of Man, Japan, Luxembourg, Netherlands, Switzerland, and the United Kingdom (22.45%). Nov. 30 Letter Attachment 1 at 9-10. 136 According to the Applicants, this 37.42% equity interest in the Permira Investing Funds consists of interests held by: (1) high net worth individuals who are U.S. citizens (0.06%); (2) banks, pensions/employee benefit plans, and insurance companies that are organized in the United States (29.89%); (3) foundations/endowments/trusts that are organized in the United States (1.08%); and (4) other institutional investors with principal places of business in the United States (6.39%). Nov. 30 Letter Attachment 1 at 9. 137 Permira Europe III G.P., the general partner of Permira Europe III L.P. 2, holds a 0.15% interest in Permira Europe III L.P. 2, which accounts for 71.8% of Permira’s interest in Zeus. Additionally, Permira Holdings Limited holds 90% of the equity in Permira Investments Limited, which accounts for 1.76% of Permira’s interest in Zeus. Permira Europe III G.P. and Permira Holdings Limited, therefore, hold a total 1.69% equity interest in the Permira Fund Group ([0.15% x 71.8%] + [90% x 1.76%] = [0.11% + 1.58%] = 1.69%). Nov. 30 Letter at 3 n.5. Both Permira Europe III G.P. and Permira Holdings Limited have their principal places of business in the United Kingdom, a WTO Member country. See supra ¶ 36. 42

Federal Communications Commission DA 04-4034 countries.138 Accordingly, we find that the total foreign equity interest from WTO Member countries to be held in the Permira Investing Funds is 62.28 percent.139 This amount represents a 15.57 percent indirect foreign equity interest in Zeus (62.28% x 25% = 15.57%). We also find based on the information provided by the Applicants that 0.3 percent of the equity interests in the Permira Investing Funds does not have its principal place of business in the United States or a WTO Member country. This amount represents 0.08 percent of the foreign equity interests held indirectly in Zeus through the Permira Investing Funds (0.03% x 25% = 0.08%). Based on our calculations above, we find that the total foreign equity interest held in Zeus through the Permira Investing Funds is 15.65 percent (15.57% + 0.08% = 15.65%). 39. We next calculate the foreign voting interests to be held by the limited partners, other passive investors and controlling interest holders of the Permira Investing Funds. With respect to the limited partners and other passive investors that hold direct or indirect equity interests in the Permira Investing Funds, consistent with our foreign ownership case precedent, we calculate a voting interest for them that is equal to their respective equity interests in the Investing Funds because we find that their interests are properly insulated. 140 We then use the multiplier to calculate their respective voting interest in Zeus, multiplying each investor’s voting interest in the Permira Investing Fund group by that group’s voting interest in Zeus. As described earlier, we calculated for the funds a 62.28 percent equity interest held directly or indirectly by investors from WTO Member countrie s. The vast majority of this amount, 60.70 percent, is held directly or indirectly by the funds’ limited partners and other passive investors.141 We also attributed a 0.3 percent equity interest in the funds to a limited partner that does not have its principal place of business in the United States or a WTO Member country. Using the multiplier, we find that these foreign limited partners or other passive investors from WTO Member countries hold an indirect 15.18 percent (60.70% x 25% = 15.18%) voting interest in Zeus through the Permira Investing Funds. We further find that the foreign limited partner from a non-WTO Member country holds a 0.08 percent voting interest in Zeus through the Permira Investing Funds (0.03% x 25% = 0.08%). Accordingly, we find that the total foreign voting interest held in Zeus through the Permira Investing Funds is 15.26 percent held in the form of direct and indirect limited partnership and other passive investment interests in the Permira Investing Funds (15.18% + 0.08% = 15.26%). 40. With respect to the controlling interest holders of the Permira Investing Funds, we do not apply the multiplier to any link in the vertical ownership chain that constitutes a controlling interest in the 138 Nov. 8 Letter at 15 & Attachment 1 at 4. For purposes of our ruling, where an investing fund’s general partner or other controlling entity holds a direct or indirect equity interest in the investing fund, we attribute that equity interest to its ultimate owner(s). This methodology eliminates double counting equity interests in the investing funds and allows us to identify the citizenship of the ultimate equity investors. By contrast, our calculation of foreign voting interests held directly or indirectly in the investing funds includes the voting rights held by any intermediate foreign general partner or other controlling foreign entity situated in the vertical ownership chain between the investing fund and the ultimate principals of the fund. 139 This amount represents the sum of the foreign equity interests held in the Permira Investing Funds both directly, by the Investing Funds’ foreign limited partners (60.59%), and indirectly, through the Investing Funds’ controlling interest holders (1.69%), for a total 62.28% foreign equity interest (60.59% + 1.69% = 62.28%). All of this investment is properly ascribed to the United States (in the case of one Permira shareholder) or other WTO Member countries. See supra note 136 and accomp anying text. For ease of calculation, we treat the entire 1.69% equity interest held through the Investing Funds’ controlling interest holders as foreign, WTO investment. 140 See supra ¶ 5. 141 The remaining 1.58% equity interest in the Permira Investing Funds is held by Permira Holdings Limited, which ultimately controls each of the Permira Investing Funds and whose voting interest we will count in its entirety as a controlling interest holder in the fund. See supra note 137 (calculating the equity interest held in the Permira Investing Funds by Permira Holdings Limited). 43

Federal Communications Commission DA 04-4034 company positioned in the next lower tier.142 As explained previously in paragraph 35, the controlling interest holders in the Permira Investing Funds are Permira Europe III G.P., Permira Europe III GP Limited, and, in turn, Permira Holdings Limited and its 27 shareholders.143 Consistent with our foreign ownership policies and precedent, we attribute to Permira Europe III G.P. a 24.4 percent voting interest, which is the sum of the voting interests held by Permira Europe III L.P. 1 (6.22%), Permira Europe III L.P. 2 (17.95%), and Permira Europe III Verwaltungs GmbH (0.23%) in Zeus. We also attribute to Permira Europe III G.P. Limited a 24.55 percent voting interest, which is the sum of the indirect foreign voting interests held by or attributed to Permira Europe III G.P. (24.4%), and Permira Europe III Co- Investment Scheme (0.15%). We next attribute to Permira Holdings Limited and its 27 shareholders the indirect voting interests attributed to or held by Permira Europe III GP Limited (24.55%) and Permira Investments Limited (0.44%). Accordingly, the total indirect voting interest attributed to Permira Holdings Limited and its 27 shareholders is 24.99 percent, which rounds to 25 percent (24.55% + 0.44% = 24.99%). As we found previously in paragraph 36, Permira Europe III G.P., Permira Europe III GP Limited, and Permira Holdings Limited each has its principal place of business in the United Kingdom, and each Permira Holdings Limited shareholder is from the United States or another WTO Member country. Accordingly, we find that the voting interests held individually by Permira Europe III G.P., by Permira Europe III GP Limited, and by Permira Holdings Limited and its shareholders are properly treated as investment from WTO Member countries for purposes of our public interest analysis under Section 310(b)(4) of the Act and the Commission’s foreign ownership policies adopted in the Foreign Participation Order.144 III. SUMMARY OF CALCULATIONS Apax Apollo MDP Permira Foreign Interests Held By the Investing Funds in Zeus Equity 20.58% 25.00% 25.00% 25.00% Voting 25.00%* 25.00% 25.00% 25.00% 20.58% † Foreign Interests Held in Zeus Through the Investing Funds Equity 11.61% 6.32% 1.57% 15.65% Voting (Limited Partnerships and Other Passive Investors) 11.61% 6.32% 1.57% 15.26% Voting (Controlling Interest Holders) 23.20%* 25.00% ‡ 25.00% ‡ 25.00% 20.00% † *With respect to the election of Zeus Board of Directors, see ¶¶ 6, 10, 14. † With respect to all other matters, see ¶¶ 6, 17. ‡ Note: U.S. citizens ultimately control the voting interests attributed to the intermediate foreign controlling interest holders of these funds. 142 See Order and Authorization ¶ 24. 143 See supra ¶ 35. Consolidated Application Attachment 3 at 7-8; Nov. 8 Letter at 15 (noting that the Permira principals are citizens of the following WTO Member countries: United Kingdom, Germany, Italy, Belgium, Finland, France, Singapore, and the United States). 144 See Foreign Participation Order, 12 FCC Rcd 23891. 44

Beters CommunicatonConminion Amaisc Owentip Chars Se Novnber 20 etw t ; Conaliant Appleaion t Aachnan3, Amer A. ; and Novnte $ TeteratAtcinent 1. 1

M« Matene Doreh Noventer30,a004 Pss nerrisar conronate smucrure Inclow Ia] (enedn 1 Tnclns @emata, Lad @emiq : Inclet Goiai Se & Tndow o IncliidnpttC Mutetngat sigiogs (bdma ces 1 gngatedtike 1 Inns Tslc Usa Stes m shithe es magmant mmoss empe Sol |x es eoupmtihes Idanaotic ind

emmmomeenr ow

Autowtt Apax Excolsior Vi

Auovets Apax Europe V mss C peaeignent es jam Cxmesd waur? innemeknont mE Fim rmennrentaiich BPJTE mrmmrmmmnamm en



Atachmont1

Iotet CommunicainsCommiston Appentisn Hneatie ranch Pn o Adot Contiton and FeontdstCommitment Leer

Betoate Feteni Conmuntetins Conninion Watingee. nc aosse n tentaerot Ichn, L. Tsfese wa To oling Linit Tawione Cimolined Arpicnion o CoentoTroston otComie oHiden oit mt mte t Autaiaicen ma itc foBelaory Rling Uater Secion 10 of e Conmunerion Act o1984 As Aventat wmnien coonssser ort menenomeruam rermon to anort commons to avmonizamions apicmses Te Lsnd SiexDepanaest torie CDOM) ncluing t Peent Doom of Invenipuion CPPopte nh e Unted SuterDepernent ofonl Seucty Diand ie Unte SuteDeurmentoofewe, Guticivly,te "Agmcier®, sepetty stt is Peiion o Ader CondttontoAutaznion mLicemes (Peitr"?, passat Secio 41ote Fenl Communcaions Comminion‘s CRCCon "Comnitier) ie Though l Peitr, e Aperce atve e Comminin t tey hve o tjecioto h Corinion grunig tapleaiosAiet in iesorerefonnced ‘rore pia

pocedigprovied batte Commision conitom tgast ot epleaton on ncin, 116(nclac iZess Hoklng Lined (Zeur) uis e "Applcms") aiting y te comntinet ind nderaingcouibodin hi Novnber24, 2004 eerto Lt Poly, Te W.Catielt nd PuicW, KaleyCZeter)atcted es E1 In e bovecaptre pocsediag e Appicins ieacccitned applcton vit thePCG ecing eonent imutoo fen‘POCbccmed luidaen wlt ‘rte ud Tte M mtbotenion, io bnclato Zom TheApplans osoupea deusory sing tatte fripnonnentipo ncflowing comummaton ot pogred Anseionvil eve h uic ind Seion 310 f t CommnicatonAco 94. wanmtes® As h Comminion is var, e Asrceshave aken e potion ttlr yto wnist irclipniontpsecttenatonl uyenfoce t ov, ud pscrs h ufoy ottmiiccoldbe ipuid by rancton i viich ovipnentin wiloun orcpenisa puratte US.idecommonicaton sptomo n whicfovipocud eiiie wiltcant o proidedonenichcommniaioaericsto US.omtomen. Aer acuaice wit e Arpictseprsenatve in conenton vit t popoaquiiton id mt ofun tb Arrleshive concated it comnitnet e fo n th ter enfits ce d h Agrcis ind otderenie with epensbilty forefonin tlaw, pecing e satseliecuriyonpesening lsntan erce n alepulsccuancontenal uetoy seepenialies. Acvodfagly,te Agcie euic te "pariaTt wilina Holdngtinind ConltnAppleatnforConen o Prostrof Canreoin oTite Hent Te MAuibercatoneontPeticnoDecorton Ralng Ghastrel0the Conmunicaron eraf934,AsAmeed it bocin No Oeate (ietge a am0. ‘m

(cnminn tityaven frtono tConlicn proiegh orecctzmd aqptctioefo ons ts mt ofentpovidet eComnninionconttonn comto complierbytAplcit wlb comiinas tss t Lever: ‘meAgre en e teAplis donetie i hpaotorts prite. nepoctityntnizet Rreiy reawicly BooyAsnai Atoney Cnent Dost GoeniCone Odererse Antont AaGet Irion Nesmorinaspien Cimmabivate Batis B reotrcd nrommaiw. Gnnd ue pormestoChiie Wnsncaste $ remplants estw comene \naces c rome Gensicaias

(coneision t o heso ies t Commtninpasingt orerctrenet applatins cces satesefesuotpordette Comnition onin ecouno conplinerbyAgplcwite conlmas t t is tLav. ‘eAprcia e dn i it at tAppless t ot j e prorofts ies Rupecsity ntmite, pontrey reawesy besyAninat Atoney Goend DsGmen! Come OfferofteAicat Aiora Cl Poien Bivas eCloraipein Cl Dnfan—Reen alin H8Poontoate ArewsNW. Whand SunDowimeteC hss malsges ncaosm $90Pemntonls ArmeiCW aomzicens Waurge n roso gen eiesin ‘A'mw'mfiw l camnsse bieorotnelipeee Coentanict GomiGrmet iyoidIafuenctreroicicoPogas DefeseInmaten SptemAgmey offertintunetreotnien ro Becam USDoemnteGmtidSuaty Adtoges va mocaste WaiingesnC. ausae gowrem commen Nevemben z04

Comninto t hy hve n tjeicn tConiaionsiag h stoverefvenced applaton o uio ate onoi t tCooioim conbtom in ecue n coupline y teAgplcns w0 t connoo oc is tLo. TeAqies e atotant isuntw e agplcme decboOs procee Repretitystnine, Lactbletle fevedt Depay Gil Commet TeleniBorsetivatetee B8 remwprck neme tw Cnbe uis Deprmet tht Warigos n aose $enArom N. cosieans Wnso aso ameicaine Taw osen Edvastam Disaorefalignce Cortoninant GoeniGoma Syota inforne reemicc ons xetentsnin SyoeesAy O otiswinates Preccicn ro.mo am U8 DenatotBendedieaty Adreem, V ssorsn waitoges 5c mosm puenen ces rventercacot

Comiiihtth hvescifrion e Comnincs pasing t toverfomeet apiladon forconnttoncfes epovid dte Conmisan ontton ts corsstcmevepline y hApples wit ieomms o i e Lo: "he Agde are ntorin t ue t ie Applcans do nttje ie ooftis reiten Repeatitystoite, pnaitray rmaweay BepvyAtrac AtomeGrent fferoheAsiast toray Gmnt Giniea Diisio~ Reen lip UnintSima Dewimscotlatee B9 rewtrals m N. Wuaingee D aoso ameisains Tewosen Disserofinaipnse Cortouic ind Gmen Gomt Spett inhonmerveFrocctin ogrms DotoseIntremien Syrors Agmey offerefintwncneeeteiso ro bocam U3DeementeHensindScuty wdem vi mmotas Wabings n rose qonerem conataite Noventerng aoo

EXHIBIT 1

Novenberae2004 M Laws tPariy Dopiy Anisics Atomey Gment Offer ofi Asiats Atomey Goent Cinin Diviion=Roonatio Unte Sate DepwtmentofFunce P10 eseaiaAveme,NW Wasinges peromnain wtm wGacet DiecoroflneligeceCoontoaio m Specid Intanmchee PotstoPograns Offeeofntrnctre ricion US: Derwinetoffoncind Seneiy Wakingor, po asses e raicc w. ty Depiy Geeal Comel Teden Do ofleiptin Pbtvaia Areme 0t Wratinges, bearsss Res PropereAcqshitonofltchn1at.by Zew Heiiop Linted Daxr s Piiy i.Cl nds Kaln: n taifoncleas, zow oiding Linta CZou‘) m nb t Incbat, wappciie h onerunyto confer wt rprmiiveofie Feten Dreas oncntption (TBMYt Depiment oJutce CDOMY,ind ie Dernmet ofHemald Senaiy CDIH® clectl ts "Agreciar) atout ZouproprcnesuitononcChe "Popont Tvactn‘), T etr rurond t owreocevinnormaion soutthe Propred Tnowcton ud t Fetan) CommncadtesCoreimion (PCG) uthorsaion tZow nds se 1 Intrducton O Sqtember 2,2006 Inca ind ZenAiat a comoliretapplcniowh FCG es( es trato coast ofth nc atvdare t tld Td ant Tit 1 atricaicoand() adclanioy vingtae t rvignomentip

Noventecas 004 Puse oflncltfiowing censimmation othe pijored tamecionwl eve epblc lnersn ind Sien 10 ofe Communeatom Act 1924 o anendatTs anleatcenec wilbecaria it in comton wit t prspont s offidat wil Zem. Asfuther dicanalblowupon cloing fb Propored Tncscion Zeu undratet: (Dcontnct comnitnei made o e Aprni bytdat in prvin bnlat tnomciom mepecing tProy Apecsa sneing niet Gevenl Copernton CiatGment) ud te SecaryComnits wpoinedbyh Bovd oio omcCl Sevice Ceporaion 109C ) @ne Agrieit iob roidne ccnmon carlarnehal seeve whire n tm PC storwaton onase yould tepuresnd )ut tAgoieothe nite conpeitonohe Sourtcofdrecion ofPm ntli; L. dItslnt Rermat) t and my intsament hage is t menbentipofthorconpnie towofecon. Bual on ewderling ad e t tat ind dos otpln o porite consmon carie neichdservce iiebefie hPropret Tnsncton onder esomentip, eparic io bePropore Tamctin conite t licy t low eficameno obhrUS, qoenmen autorites woul io t d owotk thvigh Zew t in to ies nvlcetorcn atelud naten. 1t Ovevierrie rarin 4 trubr Inlatita Hermuda companythatown and opeera gnil stt motes t provids bil uce epnen expctyt oter compaie fra viteamy or Catn t dinoilnit GovetondtptnacsoGoonenrateaVaie CoonieulinatracfaihneWickonaeesafeancheiohn nc leah Gnmatatne o9iinniattno oeuse td sea. en ©plasieafCmeonGrmanan. inis itPimommatnam tic Ciermienhhuine uihitcHiontm teowe mt Acertecn dRhnflns mPrin GmetherPNewedn O Mitige ehn ol msn0te irmcmca mconcscim dn Copmane manetary inplnman fimintraie s emSn in Copcrom "1t SenSutnh ioirvarig ttentSrrcvn Coprone Ooiwn: Puviied Arent trrnr aduin Tark marme e Avtnre amncenaiiecavnen oiim feornrne nPas bnianinhnd lnteTeae Wh Encntatinetietre nclarecht sn 1 (uibe htChaiateniones

Noventeras aco4 Puss commnicaionseviealnclatin sc vidsttt andItoneeoeeston. ‘he lsw c ofies ffrs i caely n aproints20 counies and tarinseving cromer t nog fom es ilsommnicuion cnien and boatesten o comonte newota inInoetsevice providen: Thase curomers inade itrnior ht etsecoueit, m wl i curoner tathase nilie cpciy frthi owwe. A Zoo Eow Bermadacomparyfored y a cceoopivas on ds (od sceEutyPad®udcalettely, t"PrvmeyPasi, Te brvvie Bquty Pnd ce uatly ecnsstn 3n(an i nomecure lbaticplringie Geriterrefone t alocively s "Prnsipalr aliect wit te falowing pvc ovityfind Ame: Ape Pases Verivite, LUP d Ape Po (opet, "Apec?, Apolagenent V,L7 Cipol‘) Madien Diutom Pewan CMDF)and Perin Adrion ELC ind ohiatricy exite (Perain‘). Aprs, Apolo NDand Perni e mony te wold‘s eating oc evityinveinet n uhielietvey masuge n apepn ofprocnasy$27 ilio in nb calal nentnetsinavaie or intorie, hodonentcly in inrnatonty 11 DeeryioofthPropacd Transcton On Aupat 1200 lnclataniwhllyownat sitar, ies ermote, Tif, etere oo trsectongromnent id plan ofanalpmnntcn(te ~Inisscton Agrement) wit zem, t whily conat iitiny,Zen Merge Oce Lined,a bemate coma, ud Ze MerserTwo Linted a nemuca companyht ie vtoly owned y Zew Mere On Linit. Parmastto h Trrancion Areenen, h Prvet Bunds indwilaqure 1008of ‘heoontindingcantalneck flnc . mc ofh rvac tyPands elts 3tofth qy inin 2o Zen i wilon 100 ote ousnintig caii nodk oeitst id nd hi xc ofth Prinie Euy Ponts wvillney ounasi odn squly inerow n fncow, L. The roponed ‘Pensation vilb Asdad witacorvacon fdbt onequlyancing o vhichcomitnnt es areinpic, Th upepie vae fthe Pepord ‘Penscion,incdiagthe sumptny Zew fpprninatly 2 ht of ovtmaning tcla di onl3en Te Propoet Temncion wil epic n ophwwenwhich wil cce on strsoide appronl id stiicton ooter claingondidonotot n ie

Novente 24. o0 Pss ‘ravacton Aprement n PhseOne Iichat 1tan e MereOne Linted wil analpmie tb "Analpenaton) an wl coniooaa Bemots serpent Coupany! Atercoonmnaion ofi Arelpanatont analmned eniywit bea uhoiovnet ntaidny ofZew: I Pine Tsnc Rermata, L and Ew MegeTvo inte wilanalpvnae(heSbAnalpenaden) it wit ortineaa Demadserenpted compay. Te ibAralpwmaton ycce commentywl o iter hAmalpnnatin atthe ecion of: Afer Cemunenaton f5ibAnlpinaton, tmbanalpenned exiyrevitng Eow Prase Twilba wholyon mhidny ofi malpanan eaty renting on POv. Anporitb, huic tPrepont Trosacio hve uderaken n contoneio sinianer it Gmvel, aUS msldofmt n sequiet e majrty OS grvenmat ma cetasober caronce ce mecned witi ie fnlntiContnTmacton passt o aproy rreemen witts US.Detase Seaniy Sevee D96 BepumentofDofeaespoos: Speitety, etreton wit i scquinten oie COMSAT Cmert sainen uen ntee sepuined sposy spemmnt(he ProcyAgment) it DSS o canretatno inpemimie fip owentip coor,o nfu is caenived we e US) pnrmntcoomta ncqurc. Unir e Provy Arcmnteee PHolin, (he e raife US, oiand hve n pat oprocnatiaicn it nc l ie i nc oncGenrt t wil eciv lt ote vaingpower Ets tw oftactet e mt ie Cmm e ninidaies" Thepric o te roporetrnnneton wil nanaia Reomnt br otlonGonnt d hokwit ib onlie cniaghray Mervensmistuis Ds po. ©ateBeva im enmtnenini pocen imimegenite copein «efiteniinan ietord ntnrnin revmttineend ty tecrpse Entefareonlt Arcupmmonronpe n nnvrng n Radeiiven lbesn ces en o en ietemin TRennlenaileammtm wanh hnf crntoncomey aravincmayie Rewni en Gpa meane tcentont noinnad iie ivvce dermarath mt feuds n 6mopep tt ns cpybeco in Prvay t nndpnana Cxrva t eanlerand oren ce l on Unefet encatns( uncconoion infeniy eveytattauitc o)t ontuta tm eoou e FenttPisannnaiyuy ooc o epncayn M ifiinatice n )tcmnniceen ois ueio. Msm mmnindecaemint i cndpemedcapay te mntitotpur aho hnoi msi

Noventerat,ar0¢ Puss 1nadite, in cnnecto wt inqubiton ofentln ns oTrd Sucti, . d Td SpceCon Comoreion Gnint"Len, sn coublahed aeseiy coamite h ‘Secaiy Commitow) in 109C US.mtidny?" Te Seciy Comnitenwtic is conpore excivay ofS citzom, ts laricicton oversutyis y agrement ons InlinL 10on e Apeco, (he Secuty Conunte tb neve m t ow foUS:pvemimentremens or cooeatn on y l eticancnt nutcn ecuiy,pablesfesor infrmacore otecion ies incltingon nvobing ayoCsnet iton te COMSAT Ginent Basiess. The roport Tonctn will et tscomnitmenttomainsa h Seuly Conitce s corenpluedy th fnbarZaraOrter ut eTsafContGenTaecion. ‘rePopot Tranaction o wil on chageons wit repect i ie povitovatesmanen ce nefched eviee. ol oo no l penide Cns tania reiched evees oib tcbre o ate hn Prepores Iaaion, i Zra hi plas o chag tnmarmentporeimatonMomove irertin b nlanCann Trenscten, Incin ul uty h Agrcie bioe moiting common caie vithid aviow reewhernatifent Po (boration osewoulbrequied t povide cssn 1. Ownersp SrecturePostTrsosecion Zairwhollyomnad ty weny entts(nclitingUS, Cepma hlenis Dask, Gemn Gveni,and UX Iinted parnantioa Goma cooruion a Gnerstexnaryind Goense enploys ivermentple)(oleatven, e ~Hoventag raade)? e Ivering unds e c ouned : revent badin it parner (Linted Parersortpasivenveor,eachof wviidhasaclyan seronie interntin e Iveting unds d oo fic tas any aiiytcoutol n Imening Pnd,Zew on upen conploto fhPepored ‘ecicio,Incat ind G0amerat pitos (Naenr Prver) oie «citerwidh e eponnle frmasagig exh oe Invening PndNo "nrbatedOreuhi ; to iesdOnte coniee otun vnritn 106bnle eGonne See e 00eton hn benncn enmemnmon inncant eA o m ©munipeit iasutoest Ravass noaspeton oepacmanctinemsniiy "reromnic inslGrrntree wuty id ns envonsninm ane dnirmnmac nmorets Oeb oie ind in mt

Noventerat,ar0¢ Puss 1nadite, in cnnecto wt inqubiton ofentln ns oTrd Sucti, . d Td SpceCon Comoreion Gnint"Len, sn coublahed aeseiy coamite h ‘Secaiy Commitow) in 109C US.mtidny?" Te Seciy Comnitenwtic is conpore excivay ofS citzom, ts laricicton oversutyis y agrement ons InlinL 10on e Apeco, (he Secuty Conunte tb neve m t ow foUS:pvemimentremens or cooeatn on y l eticancnt nutcn ecuiy,pablesfesor infrmacore otecion ies incltingon nvobing ayoCsnet iton te COMSAT Ginent Basiess. The roport Tonctn will et tscomnitmenttomainsa h Seuly Conitce s corenpluedy th fnbarZaraOrter ut eTsafContGenTaecion. ‘rePopot Tranaction o wil on chageons wit repect i ie povitovatesmanen ce nefched eviee. ol oo no l penide Cns tania reiched evees oib tcbre o ate hn Prepores Iaaion, i Zra hi plas o chag tnmarmentporeimatonMomove irertin b nlanCann Trenscten, Incin ul uty h Agrcie bioe moiting common caie vithid aviow reewhernatifent Po (boration osewoulbrequied t povide cssn 1. Ownersp SrecturePostTrsosecion Zairwhollyomnad ty weny entts(nclitingUS, Cepma hlenis Dask, Gemn Gveni,and UX Iinted parnantioa Goma cooruion a Gnerstexnaryind Goense enploys ivermentple)(oleatven, e ~Hoventag raade)? e Ivering unds e c ouned : revent badin it parner (Linted Parersortpasivenveor,eachof wviidhasaclyan seronie interntin e Iveting unds d oo fic tas any aiiytcoutol n Imening Pnd,Zew on upen conploto fhPepored ‘ecicio,Incat ind G0amerat pitos (Naenr Prver) oie «citerwidh e eponnle frmasagig exh oe Invening PndNo "nrbatedOreuhi ; to iesdOnte coniee otun vnritn 106bnle eGonne See e 00eton hn benncn enmemnmon inncant eA o m ©munipeit iasutoest Ravass noaspeton oepacmanctinemsniiy "reromnic inslGrrntree wuty id ns envonsninm ane dnirmnmac nmorets Oeb oie ind in mt

Noventera4, 2004 Puss Li Parmei n ofh nony ventngundiwilbld on oplyinin any ofthInvering nds which when ies by t Invering Pandrepectve inerete in Zem n canelet n minofrepeven o rater in o Linited Psn oh ovenig unds ut arecrpize n e Unied Bate hoa l ndeseqty itrat in w ofeomnntoaily 607 and eS,Linied Pavers i tInening Pands bld a ut indct y mwe in Zew ofaryraicy 3636%. NowU8, onMTOtinte Pn i te HnvevingPnd old aol niect inerat in 2e ofleetanonprvet Asrte thove,none t Liited arner in in apoiton o convel zearor nc Cartot oret Ivering unds t ultimaaly, coarel ove theotingrigs fngrenin e iarciofF: rou witb riccpale iflnwit e ind oospament conpaibat ue t inering Fndepronsto orpounn. SreiclydTvening nc aremuagat sn uitcconcolas y o pomeealy Evim which Rd pogn:( e advac e Aps Erope rpetvoyty V andoApe Przcial Ape Ecebie Ve Pn Workwit, EXP w Apu PavoanIcs() e Apll ¥ Rad on which i atvied ty Poipale tApalloMicaponen V,1—F; i) the MDP Gobl venon Lintd fiod poup Feope Ahe Pmis whit n d grobyPrinapols wich ofin ndvnd ty Derhom Parver: d i) PrncpacofFein Abviam LLC m ote ntvnary autie. "Reough hi conslofh ovning Pund, tPiciul ofcPrivas uty ied wl indeoncl250 ot ouintng copal nok ofmud wl efecinty h e it t oi oo ofhe w menteofie Zeabou of diecr. Te bou odaecon manags h basines ofen ud xc te pover otth compay, gevaly, Dsincnbythe Pmen mure mront C tee ofi owdrvor.wit h execpto ouy ut ut wilve y oc ot t InveringPOifrety on ts tm ofho Iveing ranis, vilch aligure t appoal orePrvac quityPnd t conrus t (Cootnat CFmt . Tdon 00tnCP N Ob omm 7t P olnnLea vth0 cncniPnnmmon tdsn mm mitiersmaiieadoae. "tar e ionsefieoowhniferwre tww vevesie t en Uiouaty hm mc itty reaiineime emrre vitroprr oun remmnitanconmicaeminn

Novenbe 242004 Pue? ifrtyveiet IveingFand.Thas, h oo drcton sppolteb ePrivis Epiy unds ceb forignpeioaeuble t e myactonwit inipst Ze vitont e vot otleaonofth drecon appinte yte P Ety Pundscontla tyUS, peon(or ie) ¥. RCC Authoriatins Seveat flnc108 eabitvis old Tit conmen arieautnicatin. Tn aditon, ivon tlteari US,moidaie also old Tte l Hecu, Incluinnpacenaton nthreaion, eanh i Hewmen d wirien lecues" ltdoe o unc poide ad a o lan to roide commoncnicr sviche senicesingthe Td t autoristonsorie enipment mhried wode:th Tite l ecseib beforo atert Proporet Trsicton. Zew es nplas t chigs se evice arangonets orecloing. Merenen wil s000 t Apecsbeirepovtingrcheeviee, evn whre o inbFCC wibarterion eequed. Terebes, nc and Z comidr it hywould be nltclycandies o requets o mnin Ulw exircemar apenciawith ddotonicruneilane Tnte eventtt hre i nt o ue Intat‘fctitn o contctncuty td nvelinc,ntlat id Zeu wil ake 11 emonatl memurn to it and uppot PRcany ater Unted Sits ide, ioroc agcywith ho enfarcennt or mtonassityreoniiits in condcing i a ecre o effiest massIncilyauborindelecnicvelinc, Suchaninance ul Include butnete entetilones, iforcounoftstiel on engncwing infomatonreling to h drips maintrace o oprafon oie en Tt ant h ageyseingt coopereion wil o opetein daining wintieesonatietling io aecont h imentptiveneod oie naon ind Enccommercainrens. Zew and nolat e o mainan t Secuy Comitr‘ssutorparsst ts h 0C Bye atacted heo, oi cperte Pintvapesiate se ite etottm en Stotte ce unc endimatces0S povcs ® uesn 08reettpee Sutc itarront ow te Unue mte hib anlie racpie tons

Novente a4,aco4 Puss vodee prog sgreennt sdscb sove Witin @0 dy ofhecmsemmaicn oftePepoit Traicion 2e wil ovid the Aprc cole oftepoiies 0d rocetre inpementabyt S Cuntcs apoisidby h 0C Eoudofdiecon. In adiion Ze azento tly hAurcio ofh idconpon orse Beats fBDicim om ts L.n ncRemodo Tt (Direton?) ui otmbrement cangs o h Dicion. Zom wil inben te Ausla, y leer icto ic ofyn,oth uesid atonaliie ofh Diecon wibinrarce (14) daofeconimnaton otPopont Trmctin Ze wl cotoe t naliy yoo indvidnltyo dnc wito on( dar ofhdesion ordiption ofnew Dier l xrnpte o doingso by portionaw o aprnenentwit e Asecia andwilimeboter infrmatonepudin tDito s y bereacosblyrequenalbye Apmic. Coinfomact, Ze it nandetak ta c wl povitee Agewies it tvincenode oicha‘s roidenofecamon carie nelcb sevion, eviifrofrtePCC nahoiaion s mnir. To yies nrvceequirngan adttied Setion214 metoteaion usn wl ovidhAgrte n copyot anyaplcatonfiet wit h FOC. ForayAiarecommo cric svicted sevie,liedonentcUS, nchdsevin ut maybepovidedwitot in anew Sccion 21muberiaion nolat wilsuly h Agrle 30ds befeeoffring anyit servie.SinityIncar wl oh Asmnca 20 d n enc oeieing to w yofi enipncnt es trnfored Td ermes o tpoviion ofconmon caric neichdaeviee. Pesecontct e uodaninnt fyo mqure y firterinomnion. Traskyen foyou atetio tmavr

rovember24, 2006 Puss seae Tou NPhoy %M RivertL.mobot S3 Toh n repdit, M m " Ton W.Dviden Wioplei &neidegtir AldnGimp Stis timer & PldteP im xsweant 1383 New Henpatie Avease NW. Wabinges, Bc roo0s Watingen,DC 2006 wmis—mo mssads Goneltons 1t GunetoZea Hottngstinted w ie Lotate,not Td hte,rut Loo W.Rrome, i.pis

Atachments. oummous cosor musvor veeme orme sove orprecrors or amiserclow. sevce coiron«ron Tre undesgns, bng at of te dtecon of nikut GitalSn Comsrrton Dimre onersientte "Coreaton‘. o hy conent o t sdgnten o an ta c aduot t folownn mlatom, and d Nrny drec ut t cosem te fid veh th mvts o thepvendoas of e our of Oreden afh Copanten t ows" peiananenient AESOWRD:thtSecton 22 fh plom of th Copornton b an hy i anended by irng at th and of he it seince of ce (, 70 ay dedda by e Cocrnton mhrrato conclanc it Inv US, precos whers Herign oi o ies hom a erdan govenenen o the frign eniny may e aficne" tefolorie roridesNavens batncting beresta ecute 0 themebes of tBoard oDreda ofmss Nkiis ho meraing war l autnyts oiafcs o corannommatenatet t epeatonsseantyparonnd oiefratucim o tconeni communiato newots o 0 h en penone r e delgrenuho e mviinate contalin arecmay ote Aoms Eeope¥ inJoBesiorWfund ousn, e rerin fxone fird yount Mation Danen fint roup ind e Acclo V ind aroufow do idovaihy c infornitnso n uch delens i atheco notvolne potcsmenipae byie Searty comnite t addras Snatoralseany, im efoement publciny or ntornuoie reotcion ccars." (Pe relode os page rerdonat t old

. BHHnSS WERROt, w ham heento esc ts coser as t CHaC ies


commexmorsimcz 1,Secltorhier E: Man c tcice utcpler ofe rvpgPeiicn o Alet Cubtco Atinrnion d ces wre eivent ty td or tesonie mal,oin d0,Nowmterte,200 t fllning: Matmets.DorcsGanttlien) Hevs BliQand n en dciven) Sery TolcyDiviion Peiea Conmencaton Conminicn InesatonBams cas reits Sren S Peien Conmutcates Conniaice We D atise cas Tt Sove t WialngesD. 284 Jrvestatgti qo Nelot uit n enalldciy) xoatien Cotin uo on ul dcver) Toncin Tom Totsividen ObcrefteGment Comet Invitival Di Peie Conmencaton Countaion Eeienl Commmctis Conninicn s reats ooo 52. 4s Toi. sw Waningesn acise Waiinges, Dc.atsse Not betugn y YanieColitoger HefTin Qanant soutdatey) 1non Encfant ind mal talvey) Pole een Crial ntwercone Busitepiiden Wein Teiconmnicton hews Anmnton Birs Poiea Conmuscaton Conmiaion Feten Conmuicaiees Conninico 48 ron Soew 9. 46 Tecithvee, SW Waiinges. n anise Waaioges pe.hss etTesingticgo Irondsccnatiegor Svan 0CrnatlQuntandmalibny). hnFRewelyhndndenalldciny) ols iriden Eepermid Nemingts Efviatates Otfcrettrgineeis tTetoooey Peten CommuncaionCoomininn Futenl Conmiaten Conniatca 8 Ni Sven w 48 TeSoen 30 Tiiingsn ioise Wiaiisges, nc 2nise SuanOConnlagor Net Datweatiger Bes Copidsys on dcion) c rean Soe 50 Ireacrnen Yaaorm,. c mise xibcon


Document Created: 2019-02-16 07:47:46
Document Modified: 2019-02-16 07:47:46
© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC