Attachment Petition

Petition

PETITION submitted by DOJ

Petition to Adopt Conditions

2007-11-20

This document pretains to ITC-T/C-20070404-00135 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2007040400135_606723

Amendment No, 1 THIS AMENDMENT NO. 1 (hereinafter "Amendment") to the Agreement dated August 7, 2001 ("Agreement"), by and between Stratos Communications, Inc. (previously MarineSat Communications Network, Inc.), and Stratos Mobile Networks (USA) LLC (collectively, "Stratos Parties") and the Department of Justice ("DOJ") and the Federal Bureau of Investigation ("FBI") (collectively with the Stratos Parties, "the 2001 Signatories"), a copy of which is attached as Exhibit A, is hereby agreed by and between the 2001 Signatories, Robert M. Franklin ("Trustee"), CIP Canada Investment Inc. ("CIP Canada"), Stratos Mobile Networks, Inc. and the Department of Homeland Security ("DHS") (collectively "the 2007 Signatories"). This Amendment is effective as of the date of the last signature hereto ("Effective Date"). WHEREAS the 2001 Signatories desire to enter into this Amendment to add parties to the Agreement, to add commitments by the Trustee and CIP Canada in connection with a proposed transaction to be effective if such transaction is consummated, and to clarify the obligations of all signatories under the Agreement, as of the Effective Date; WHEREAS CIP UK Holdings Limited ("CIP UK"), its subsidiary CIP Canada, and Stratos Global Corporation ("Stratos Global") have entered into a Plan of Arrangement effective March 19, 2007, which provides that upon receipt of regulatory approvals including by the FCC, all of the issued and outstanding shares of Stratos Global will be transferred to a Canadian trust created by CIP Canada; WHEREAS CIP Canada and the Trustee have entered into a Trust Agreement effective April 2, 2007, which provides for an irrevocable trust ("Trust") giving the Trustee legal title to the Stratos Global shares, until either the dissolution of the Trust, or the removal of the Trustee and replacement by a successor at the election of CIP Canada following (i) a finding by an independent party that the Trustee has engaged in malfeasance, criminal conduct, or wanton or willful neglect, or (ii) a judgment of incompetence by a court of competent jurisdiction, either of which would require regulatory approval; WHEREAS the Trust Agreement also provides that the Trustee has a fiduciary duty to manage the Stratos Global shares for the benefit of CIP Canada, that the Trustee does not have authority to sell, transfer, assign, or otherwise dispose of the Stratos Global shares during the trust period, that CIP Canada will have no legal control over, or operational responsibility for, Stratos Global prior to the dissolution of the Trust, and whereas the Stratos Global Board of Directors and Stratos management retain operational responsibility for Stratos Global notwithstanding the Trust Agreement and the Plan of Arrangement; and WHEREAS, the Trust Agreement provides that, subject to receipt of regulatory approval, the Trust will dissolve on or before April 14, 2009 and the Trustee will transfer legaltitle to the Stratos shares to CIP Canada, or to a third party in the event Inmarsat Finance does not exercise its call option to acquire CIP UK. NOW, THEREFORE, in consideration of the promises, terms and conditions of this

Amendment, and for other consideration, receipt of which is hereby acknowledged, the 2007 Signatories hereby agree as follows: SECTION 1. This Amendment is entered into pursuant to Section 7.7 of the Agreement. SECTION 2. The Agreement shall be amended as of the Effective Date such that Stratos Mobile Networks, Inc. is hereby added as a signatory and party to the Agreement with all of the full rights, benefits and obligations of the Stratos Parties. SECTION 3. The Agreement shall be amended as of the Effective Date such that DHS is hereby added as a signatory and party to the Agreement with all the rights, benefits and obligations of DOJ and FBI. SECTION 4. During the period between the Effective Date and either the dissolution of the Trust or the resignation or removal of Trustee, Trustee undertakes the obligation not to interfere with or impede the ability of the Stratos Parties or Stratos Mobile Networks, Inc. to discharge their obligations under the Agreement. SECTION 5. During the period between the Effective Date and the purchase of the issued and outstanding shares of Stratos Global bya third party, pursuant to regulatory approval, CIP Canada undertakes the obligation not to interfere with or impede the ability of the Stratos Parties or Stratos Mobile Networks, Inc. to discharge their obligations under the Agreement. SECTION 6. The Agreement shall be amended as ofthe Effective Date, to modify Section 7.12 by adding the following addresses: Department of Homeland Security Assistant Secretary for Policy Email: ip—feec@dbs.gov Robert M. Franklin, Trustee 34 Plymbridge Crescent Willowdale, Ontario M2P 1P5 Canada CIP Canada Investment Inc. Suite 600, 570 Queen Street Fredericton, New Brunswick E3B 676 Canada with copies to: James D. Scarlett Torys LLP bo

Suite 3000 79 Wellington Street West Box 270, TD Centre Toronto, Ontario MSK 1N2 Canada Counselfor Robert M. Franklin, Trustee Patricia J. Pacletta Harris, Wiltshire & Grannis LLP 1200 18th Street, N.W., Suite 1200 Washington, D.C. 20036—2516 Counselfor CIP Canada Investment Inc. and Laura Fraedrich Kirkland & Ellis LLP 655 15th Street, N.W. Washington, D.C. 20005—5793 Counselfor CIP Canada Investment Inc. In addition, the following address is hereby substituted for the Stratos Mobile Networks (USA) LLC address in Section 7.12: Stratos Communications, Inc. Stratos Mobile Networks (USA), LLC Stratos Mobile Networks, Inc. 6901 Rockledge Drive, Suite 900 Bethesda, MD 20817 SECTION 7. Except as provided in this Amendment, all terms of the Agreement remain in full force and effect. This Amendment may be signed in any number of counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement. SECTION 8. The Stratos Parties, Stratos Mobile Networks, Inc., DOJ, FBI, and DHS further agree pursuant to Section 1.2 and 7.7 of the Agreement to an Amended Implementation Plan dated _____, 2007, a copy of which is attached hereto as Exhibit B. For clarification, the Amended Implementation Plan is confidential and will not be attached to any public filing of this Amendment. [Remainder ofthis Page Intentionally Left Blank; Signature Pages follow]

This Amendment is Executed on behalf of the 2007 Signatories: Department of Justice Date: By: Sigal Mandelker Deputy Assistant Attorney General Criminal Division Department of Homeland Security Date: By: Stewart A. Baker Assistant Secretary for Policy Federal Bureau of Investigation Date: By: _________ Elaine N. Lammert Deputy General Counsel Stratos Communications, Inc. Stratos Mobile Networks (USA) LLC Stratos Mobile Networks, Inc. Date: _ By: 4&21 James Chief Exéqhtive Officer Robert M. Franklin, Trustee Date: _ By: Robert M. Franklin Trustee


Document Created: 2007-08-30 11:03:38
Document Modified: 2007-08-30 11:03:38
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