Attachment 1990Amendment to App

1990Amendment to App

APPLICATION submitted by STARSYS

amendment to application

1990-05-25

This document pretains to SAT-AMD-19900529-00041 for Amended Filing on a Satellite Space Stations filing.

IBFS_SATAMD1990052900041_1060199

y2 . DSS— Amend F0 LAW OFFICES LEVENTHAL, SENTER & LERMAN SUITE 600 ;ORMAN P. LEVENTHAL 2000 K STREET, N. W. ( TELEPHONE MEREDITH 5. SENTER, JR. 202) 429—8970 STEVEN ALMAN LERMAN WASHINCTON, D. C 20006'1809 RAUL R. RODRIGUEZ TELECOPIER DENNIS P. CORBETT (202) 293—7783 BARBARA K. CARDNER f TELEX SHEMAEN D. MBAYCH 710—822—9260 NPL WSH SALLY A. BUCKMAN LAURA B. HUMPHRIES JOHN B. GLICKSMAN MAUREEN A. O‘CONNELL OF COUNSEL MARC C.CORRADO* May 25, 1990 MICHAEL R. KLIPPER LYNN M. CRAKES+ TOBEY B. MARZOUK * ADMITTED PA ONLY *ADMITTED VA ONLY BY DC NEWS & DATA COURIER Federal Communications Commission Common Carrier Domestic Satellites P.0O. Box 358160 Pittsburgh, PA 15251—5160 SERVICE : Satellite Space Station TYPE OF APPLICATION: Amendment to System Application NUMBER OF STATIONS: One Space System (comprised of 26 component spacecraft) Re: Starsys, Inc. (File No. 33—DSS—P—90(26)) To Whom It May Concern: Attached is an original and four duplicate copies of a letter, with attachments, requesting the amendment of Appendices 1 and 6 to Volume 1 of the application of Starsys, Inc. for a low earth orbit (LEO) satellite system "Starnet" (File No. 33—DSS—P—90(26)) that was filed with the Commission on May 4, 1990. The attached documents are intended to replace Appendices 1 and 6 as they exist in the original application on file with the Commission. Also enclosed as part of this package is a completed FCC Form 155 Fee Processing Form and a check in the amount of $1000 .00 payable to the "Federal Communications Commission." Should the Commission have any questions with respect to this filing, please contact the undersigned. Respectfully submitted, | 4.. Raulffif Rodrigqguez Attachments cc: Cecily C. Holiday, Esq. Fern J. Jarmulnek, Esq.

Approved by OMB FEDERAL COMMUNICATIONS comMiIsSION s060—0440 FEE PROCESSING FORM Expires 12/31/90 Please read instructions on back of this form before completing it. Section I MUST be completed. If gou.are ap;‘gly_ing for concurrent actions which require you to _list more than one Fee Type Code, you must also complete Section II. This form must accompany all gaymems. Only one Fee Processin? Form may be submitted per application or filing. Please type or print legibly. All required blocks must be completed or application/filing will be returned without action. sECT 1 O N I APPLICANT NAME (Last, first, middle initial) Starsys, Inc. MAILING ADDRESS (Line i) (Maximum 85 characters — refer to Instruction (2) on reverse of form) c/o Leventhal, Senter & Lerman MAILING ADDRESS (Line 2) (if required) (Maximum 85 characters) 2000 K Street, N.W., Suite 600 CITY . Washington STATE OR COUNTRY (if foreign address) ZIP CODE CALL SIGN OR OTHER FCC IDENTIFIER(If applicable) p.C. 20006—1809 File No. 33—DSS—P—90(26) Enter in Column (A) the correct Fee Type Code for the service you are applying for. Fee Type Codes may be found in FCC Fee Filing Guides. Enter in Column (B) the Fee Multiple, if applicable. Enter in Column (C) the result obtained from multiplying the value of the Fee Type Code in Column (A) by the number entered in Column (B), if any. (A) (B) (C) FEE MULTIPLE FEE DUE FOR FEE TYPE 1 FEE TYPE CODE (if required) CODE IN COLUMN (A) o) w y $ 1,000.00 SECT I ON 1 d — To be used only when you are requesting concurrent actions which result in a requirement to list more than one Fee Type Code. (A) (B) (C) FEE TYPE CODE FEE MULTIPLE FEE DUE FOR FEE TYPE (if required) CODE IN COLUMN (A) (2) $ (3) $ 4 (5) $ ADD ALL AMOUNTS SHOWN IN COLUMN C, LINES (1) THROUGH (5), AND ENTER THE TOTAL HERE. TOTAL fr\NOU\JT REMITIED THIS AMOUNT SHOULD EQUAL YoUur EnNcLosED wiTH THIS AFCRICATION REMITTANCE. } $1,000 .00 This form has been authorized for reproduction. FCC Form 155 May 1990

APPENDIX I (Substitute FEDERAL —COMMUNICATIONS COMMISSION Approved by OMB ECC Washington, DC 20554 ei?ff%‘z’:}??go 430 COMMON CARRIER AND SATELLITE RADIO LICENSEE . . QUVUALIFICATION REPORT ?::s;%s;w?w’d‘b&%enw:amufi LNSTRUCTIONS A. The "Filer" of this report is defined to include: (1) An applicant, where this report is submitted in connection with applications for common carrier and sgatelite radio authority as required for such applications; or (2) A licensee or permittee, where this report is required by the Commission‘s Rules to be submitted on an annual bass. B. Submit an criginal and one copy (sign original only) to the Fedsral Communications Commission, Washington, DC 20554. If more than one radio service i lsted in Item 6, submit an additional copy for seach such additional service. If this report is being submited in connection with an application for radio authority, attach it to that application. c. Do not submit a fee with this report. 1. Business Name and Address (Number, Street, State and ZIP 2. (Area Code) Telephone Number Code) of Fller‘s Principal Office: (301) 459—8832 STARSYS, Inc. 3. If this report supercedes a previously 4400 Forbes Boulevard filed report, specify its date: Lanham, Maryland —20706—9008 May 4, 1990 4. Filer is (check one): 5. Under the laws of what State (or. other [] individual [] Partnership [X Corporation jurlsdiction) is the Filer organized? J Other (Specify): Delaware 6. List the common carrier and satellite radio services In which Fller has applied or is a current licensee or permilttee: | None 7(a) Has the Filer or any party to this application had any FCC station license or [ves ENo permlt revoked or had any application for permit, license or renewal denled by this Commission? If "YES", attach as Exhibit l a statement giving call sign and file number of license or permit revoked and relating cireumstances. _ _ (b) Has any court finally adjudged the Fller, or any person directly or Indirectly ves No controlling the Filer, gullty of unlawfully monopolizing or attempting unlawfully to monopolize radio communication, directly or Indirectly, through control of manufacture or sale of radio apparatus, exclusive traffic arrangement, or other means of unfair methods of competition? if "YES", attech as Exhibit I! a statement relating the facts. (c}) Has the Fller, or any party to this application, or any person directly or Indirectly Lves EON controlling the Fller ever been convicted of a felony by any state or Federal o Court? If "YES", attach as Exhibit U a statement relating the facts. (d) is the Filer, or any person directly or indirectly controlling the Filer, presently ]ves [¥ No a party in any matter referred to Items 7(b) and 7(c)? If "YES",attach as Exhibit V a statement relating the facts. 8. is the Fller, directly or Indirectly, through stock ownership, contract or otherwise, Cjves No currently Interested in the ownershlp or control of any other radio stations licensed by this Commission? if "YE$", submit as Exhibit ¥ the name of sach such licensee and the licensee‘s relation to the Filer, If Filer is an individual (sole proprietorship) or partnership, answer the following and Item 11: 9(a) Full Legal Name and Residential Address (b) is Individual or each member (Number, Street, State and ZIP Code) of of a partnership a citizen of individual or Partners: the United States? []¥es [A No (c) is Individual or any member of a partnership a representative of an allen or of a foreign government? ]Yes [] No FCC 430 — Page 1 Ma. iara

1 7Tf Filer is a corporation, answer the fellowing and [tem 11: 10ls) Attech as Exhibit Vi the names, addresses, and citizenship of those stockholders owning of record and/or voting 10 percent or more of the Filer‘s voting stock and the percenteges so held. in ths casse of fiduciary control, Indicate the beneficlary(ies) or class of beneficlaries. See Exhibit VI. (b) List below, or attach as Exhibit Vil the names and addresses of the officers and directors of the Filer. See Exhibit VII. {c) is the Filer directly or Indirectly controlled by any other corporation? EKves [A No If "YES", attach as Exhibit Vill a statement lineluding organizational disgrams where appropriste) which tully and completely identifies the nature and extent of control. Include the tellowing: (1) the address and primary business of the controlling corperation and any intermediate subsidisries; (2) the names, addresses, and citizenship of those stockholders helding 10 percoent or more of the contralling corporation‘s voling stock; (3) the approximate percentage of total veting stock held by each such stockholdor; and (4) the names and addresses to the president and directors of the controlling corporation. See Exhibit VIII. (d) is any officer or director of the Filer an alien? [jves [O No {e) is more than one—fifth of the capital stock of the Filer owned of record or Cves ON voted by allens or their representatives, or by a foreign government or representa— o tive(s) thereof, or by a corporation organized under the laws of s foreign country? (f} is the Filer directly or Indirectly controlied: (1) by any other corporation of which Oves ON any officer or more than one—fourth of the directors are aliens, or (2) by any o foreign corporation or corporation of which more than one—fourth of the capital stock is owned or voted by allens or their representatives, or by a foreign government or representatives thereof. (g) if any answer to questions (d}, (e) or (f) is "YES", attach as Exhibit IX a staterment identifying the allens or foreign entitles, their nationality, their relationship to the Fller, and the percentage of stock they own or vote. 11. CERTFICATION This report constitutes a material part of any application which cross—references it, and all statements mede in the at— tached exhibits are a material part thereof. The ownership Information contained in this report does not constitute an ap— plication for, or Commission approval of, any transfer of control or assignment of radio fecilities. The undersigned, in— dividually and for the Fller, hereby cortmu that the statements made herein are true, emhto and correct to the best of Fller‘s knowlodgo and bellst, and are made in good faith. wILLEUL FaLsE statements Date cjor(Must,sorpsnend with that Typed or Printed Name ABEPUNIsHASLE®BVFINE:AND IMPRISONMENT (U.S. Code 05/25/90 STARSYS, Inc. Dr. Ashok Kaveeshwar Titie. 18, Section 100 1)and/or REVOCATION OF ANY STATION a“" Title g&suss(o8 goNSTRuct iOn Title 47, Section9120( 11. President NOTICE TO INDIVIDUALS REQU!IRED BY THE PRNACY ACT OF 1974 AND THE PAPERWORK REDUCTION ACT OF 1@so The solicitation of personal information requested in this form is to determine if you are qualified to become or remain s licensee in a common carrier or satellite radio service pursuant to the Communications Act of 1934, as amended. No authorization can be granted uniess all information quested is provided. Your response is required to oblain the requested authorization or retain an authorization. ~ eublic reporting burden for this collection of information is estimated to average 2 hours per response, including the time for reviewing instruc— tions, searching existing data sources, gathering and maintaining the datas needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to Federal Communications Commission, Office of Managing Drector, Washington, DC 20554, and to Office of Management and Budget, Paperwork Reduction Project (3060—0105), Washington, DC 20503. FCC 430 — Page 2 May 1989

XHIBIT VI ST Systems Corporation, a Maryland corporation, owns 5 percent of the voting stock of Filer.* The business address of ST Systems Corporation is 4400 Forbes Boulevard, Lanham, Maryland, 20706—9008 . North American CLS, Inc., a Delaware corporation, owns 95 percent of the voting stock of Filer.** The business address of North American CLS, Inc. is 1801 McCormick Drive, Suite 10, Landover, Maryland, 20785 . * The class of stock owned by ST Systems Corporation entitles it to elect three directors. (See Appendix 6.) **— The class of stock owned by North American CLS, Inc. entitles it to elect two directors. (See Appendix 6.)

EXHIBIT VII TARSYS n £1i and Dir Dr. Ashok Kaveeshwar (President and Director) 4400 Forbes Boulevard Lanham, Maryland —20706—9008 Jean—Luc Bessis (Director) 1801 McCormick Drive Suite 10 Landover, Maryland 20785 John H. McElroy (Director) College of Engineering University of Texas at Arlington Post Office Box 19019 Arlington, Texas 76019 Wilbur Pritchard (Director) 7315 Wisconsin Avenue Bethesda, Maryland 20814 Lisa Shaffer (Director) 6807 Lumsden Street McLean, Virginia 22101 Archie E. Shaw, III (Assistant Secretary) 1801 McCormick Drive Suite 10 Landover, Maryland Linda J. Soldo (Assistant Secretary) 1752 N Street, N.W. Washington, D.C. 20036

EXHIBITVIIL ST Systems Corporation, a Maryland corporation with its principal place of business at 4400 Forbes Boulevard, Lanham, Maryland, 20706—9008, is a high technology company specializing in environmental remote—sensing systems. The principal shareholder is Mr. Sharad K. Tak with 78.6% of all issued and outstanding shares. The remaining shareholders are Narindra Bewtra, Richard Bishop, Ashok Kaveeshwar, Chandra Tak, and William Vest. Mr. Sharad Tak is the President and the Treasurer, Dr. Kaveeshwar is the Vice President, and Ralph W. Hardy, Jr. is the Secretary of the Corporation. Messrs. Tak, Kaveeshwar and Hardy are the directors of ST Systems Corporation. All of the above individuals are U. S. citizens and their business address is 4400 Forbes Boulevard, Lanham, Maryland, 20706—9008. ST Systems Corporation holds all shares of STARSYS Inc. Class A Common Stock as authorized to be issued by the Articles of Incorporation of STARSYS Inc. (See Appendix 6 to this Application). The holder of STARSYS, Inc. Class A Common Stock elects three of the five directors of STARSYS, Inc.

APPENDIX VI (Substitute) [ Michael HQrkins, Se/cretary of State AUTHENTICATION: _ DATE: o5

RESTATED CERTIFICATE OF INCORPORATION OF STARSYS, Inc. STARSYS, Inc. a corporation organized and existing under the laws of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is STARSYS, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State of Delaware was May 3, 1990. 2. The corporation has not yet received any payment for any of its stock. 3. This Restated Certificate of Incorporation restates and amends the Certificate of Incorporation by amending therein a provision relating to the election of directors of the Corporation and by deleting therefron a provision permitting cumulative voting at all elections of directors of the Corporation. 4. The text of the Certificate of Incorporation is amended hereby to read as herein set forth in full;:

1. The name of the corporation is STARSYS, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. In particular, the corporation will apply to secure authorization to build, launch and operate a satellite system to serve the U.S. public interest, including compliance with the requirements of the Communications Act of 1934. 4. The total number of shares of stock which the Corporation shall have authority to issue is 10,000, comprised of one class of Class A Common Stock consisting of 500 shares, with a par value of $1.00 per share, and one class of Class B Common Stock consisting of 9,500 shares, with a par value of $1.00 per share. The designations and the powers, preferences and rights of the Class A Common Stock and the Class B Common Stock shall be as follows: (1i) The voting power solely for the election of directors shall be vested as provided in this subparagraph (i). The Board of birectors of the Corporation shall have five members. The holders of the Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock standing in the name of such holder upon the books of the Corporation, and the holders of the Class A Common Stock, by vote of a majority in number of shares of Class A Common Stock, shall be entitled to elect three directors. The holders of the Class B Common Stock shall be entitled to one vote for each share of Class B Common Stock standing in the name of such holder upon the books of the Corporation and the holders of the the Class B Common Stock, by vote of a majority in number of shares of Class B Common Stock, shall be entitled to elect two directors. (i1) Except as provided in subparagraph (i) above, each holder of stock of the Corporation shall, at every stockholders‘

meeting, be entitled to cast one vote for each share of said stock of whatever class held by him, and shall be entitled to cast such vote for any and all purposes. (iii) The holders of the shares of Class A Common Stock and Class B Common Stock shall be entitled to participate ratably, according to the respective number of shares of Common Stock held by them and without preference of any class over the others, in such dividends, if any, as fron time to time in the discretion of the Board of Directors may be declared and made payable out of funds legally available therefor; except that, in any distribution with respect to Common Stock or right to acquire Common Stock (whether by stock dividend, distribution of rights, recapitalization or otherwise), only Class A Common Stock (or rights to acquire Class A Common Stock) will be distributed with respect to Class A Common Stock and only Class B Common Stock (or rights to acquire Class B Common Stock) will be distributed with respect to Class B Common Stock. (iv) In the event of any dissolution, liquidation or winding up of the Corporation, the holders of the shares of Class A Common Stock and Class B Common Stock shall share ratably, according to the number of shares of Common Stock held by them and without preference of any class over the others, in any payment or distribution of the net assets of the Corporation available for distribution to its stockholders. (v) Except as set forth in this paragraph 4, the Class A Common Stock and the Class B Common Stock shall be identical in all respects and shall have the same designations, powers, preferences and rights.

5. The name and nmailing address of each incorporator is as follows: NAME MAILINGADDRESS Archie E. Shaw, III 2817 Glen Isle Road Riva, Maryland 21140 Raul Rodriqguez 2000 K Street, N.W. Suite 600 Washington, D.C. 20006 6. The corporation is to have perpetual existence. 7. Elections of directors need not be by written ballot unless the by—laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by—laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by—laws of the corporation. 8. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 9. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director‘s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. 5. This Restated Certificate of Incorporation was duly adopted by unanimous vote of the board of directors in accordance with the applicable provisions of Section 241 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, THE UNDERSIGNED, the President and Assistant Secretary of STARSYS, Inc., under penalties of perjury, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this [[ day of May, 1990. STARSYS, Inc. By: A \q ké&ww/wpl Ashok Kaveeshwar, President ATTEST : w _4 Z Archie E. Shaw, III, Assistant Secretary


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