Attachment Deferral Request Let

Deferral Request Let

SUPPLEMENT

Supplement

2011-09-27

This document pretains to ITC-T/C-20110818-00266 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011081800266_918760

AGREEMENT This AGREEMENT is made as of the date of the last signature affixed hereto (the "Effective Date")}, by and between: TELENOR SATELLITE SERVICES HOLDINGS, INC. ("TSSH"), a Delaware Corporation; its wholly—owned subsidiaries, TELENOR SATELLITE, INC. ("TSI"), a Delaware Corporation, and TELENOR SATELLITE SERVICES, INC. ("TSS"), a Delaware Corporation, (with TSSH, TSI, and TSS collectively referred to as "Telenor USA"); and their Norwegian indirect sole owner and guarantor, TELENOR BROADBAND SERVICES AS ("TBS"), a limited liability company established pursuant to the laws of the Kingdom of Norway and headquartered in Oslo, Norway (with Telenor USA and TBS collectively referred to as "Telenor") on the one hand; and the FEDERAL BUREAU OF INVESTIGATION (the "FBI") and the UNITED STATES DEPARTMENT OF JUSTICE (the "DOJ") on the other, (with each of the foregoing referred to individually as a "Party" and collectively as the "Parties"). RECITALS WHEREAS, U.S. communications systems are essential to the ability of the U.S. government to fulfill its responsibilities to the public to preserve the national security of the United States, to enforce the laws, and to maintain the safety of the public; WHEREAS, the U.S. government has an obligation to the public to ensure that U.S. communications and related information are secure in order to preserve the national security of the United States, to protect the privacy of U.S. persons and to enforce the laws of the United States; WHEREAS, it is critical to the well being of the nation and its citizens to maintain the viability, integrity, and security of the communication system of the United States (see, e.g., Presidential Decision Directive 63 on Critical Infrastructure Protection); WHEREAS, protection of Classified, Controlled Unclassified, and Sensitive Information is also critical to U.S. national security; WHEREAS, Telenor filed with the Federal Communications Commussion (the "FCC" or "Commission") on May 4, 2001, a set of applications (the "Application") under Sections 214 and 310(d) of the Communications Act of 1934, as amended (the "Act"), seeking FCC approval for the assignment to TSI of certain Title I common carrier authorizations and Title IH licenses (collectively, the "Licenses") of COMSAT Corporation and COMSAT General Corporation, _ both owned by Lockheed Martin Global Telecommunications Corporation (collectively "COMSAT"), in connection with the proposed acquisition by TSSH of the assets of COMSAT Mobile Communications ("CMC"), a business unit of COMSAT (with the proposed transaction referred to as the "CMC Acquisition", and to be fully consummated only upon approval by the FCC of COMSAT‘s assignment of the Licenses to TSI (the "FCC Approval")); WHEREAS, as part of the Application, Telenor has also requested of the FCC a declaratory ruling that TSI‘s holding of the Licenses would serve the public interest and in all other respects be consistent with Section 310(b)(4) of the Act (the "Declaratory Ruling"), which ruling will reflect the current ownership by the Kingdom of Norway of approximately 79% of the shares of Telenor ASA, a Norway—incorporated. Oslo—based company that is publicly—listed _

on the NASDAQ and Oslo stock exchanges and that is the ultimate parent of TBS, TSSH, TSI, TSS and other wholly—owned subsidiaries through which Telenor ASA would own the CMC business once its proposed acquisition by TSSH is complete; WHEREAS, the Application also requests authorization for the assignment of (1) any . licenses or authorizations issued to COMSAT for the benefit of CMC during the pendency of the Commission‘s consideration of the Application or during the period required for consummation of the assignments following the FCC Approval; and (2) applications that will have been filed by COMSAT for the benefit of CMC and that are pending at the time of consummation of the proposed assignments; WHEREAS, on June 21, 2001, the Parties submitted to the FCC a joint Petition to Defer the Application pending the negotiation and execution of an Agreement to address U.S. national security, law enforcement and public safety issues in connection with the CMC Acquisition; WHEREAS, by Executive Order 12661, the President, pursuant to Section 721 of the Defense Production Act, as amended, authorized the Committee on Foreign Investment in the United States ("CFIUS") to review, for national security purposes, foreign acquisitions of U.S. companies; WHEREAS, Telenor and COMSAT intend to submit or have submitted a voluntary notification (the "Notification") to CFIUS of the proposed CMC Acquisition, and Telenor has agreed to enter into this Agreement to resolve any national security or law enforcement issues that the DOJ and the FBI might have in their consideration of the Notification or any other process of U.S. government review of the CMC Acquisition, consistent with Article 6.3 below; WHEREAS, Telenor represents that Telenor ASA is subject to the same rules and regulations under the Norwegian Public Limited Companies Act as all other corporations whose shares are traded on the Oslo Stock Exchange, and Telenor further represents that its operation of the CMC business will be fully insulated from Norwegian government involvement; WHEREAS, in the course of reaching this Agreement, representatives of Telenor have represented to the DOJ and the FBI that (a) it has no present plans, and is aware of no present plans of any other entity, as a result of which Telenor USA will provide communications, or Telenor will provide Domestic Communications, through facilities located outside the United States except for bona fide commercial reasons, (b) no government has, as a direct or indirect shareholder of Telenor, special voting or veto rights concerning the actions of Telenor other than those that would apply to a similarly—situated non—government shareholder under applicable U.S. and Norwegian securities laws, and Telenor is aware of no plans the result of which would confer such rights to a government concerning the actions of Telenor, and (c) the CMC business, including any future provision of Inmarsat services related to U.S.—Licensed MESs, will be operated, on or after the Consummation Date, exclusively by or on behalf of Telenor USA; and WHEREAS, Telenor represents that it will have no officers or directors directly appointed or nominated by the Kingdom of Norway and that Telenor will continue to be directed, operated and managed on a day to day basis by its board of directors and officers in accordance with regular commercial practices: 3


Document Created: 2011-09-27 14:47:51
Document Modified: 2011-09-27 14:47:51
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