Attachment pages 31 thru 54.pdf

This document pretains to SAT-AMD-19960916-00114 for Amended Filing on a Satellite Space Stations filing.

IBFS_SATAMD1996091600114_1162678

TECHNICAL CERTIFICATION I hereby certify that the technicai information in the foregoing Supplement to Application— was prepared by me or under my supervision; that 1 am a technically qualified person familiar wit Part 25 of the Commission‘s rules; and that the engineering information subrmitted in this Supple— ment is accurate to the best of my knowledge and belief »C__yPros. Johr WBros Chief Scientist \// Mobile Communications Holdings. Inc. Dated: November /Z. 1996

IF VI I, _ le ,(_,QD Sl(/\/l/\ , do hereby certify that a true and correct copy of the foregoing document was sent by first class mail, postage prepaid, or hand—delivered, on this Z 3 Th day of November, 1996, to the following persons: *Chairman Reed E. Hundt Federal Communications Commission 1919 M Street, NW., Room 814 Washington, D.C. 20554 *Commissioner James H. Quello Federal Communications Commission 1919 M Street, N.W.,; Room 802 Washington, D.C. 20554 *Commissioner Rachelle B. Chong Federal Communications Commission 1919 M Street, N.W., Room 844 Washington, D.C. 20554 *Commissioner Susan Ness Federal Communications Commission 1919 M Street, N W., Room 832 Washington, D.C. 20554 *Julius Genachowski, Esq. Special Assistant Office of the Chairman Federal Communications Commission 1919 M Street, N.W., Room 814 Washington, D.C. 20554 *WilliamE. Kennard, Esq. General Counsel Federal Communications Commission 1919 M Street, N.W., Room 614 Washington, D.C. 20554 *Donald H. Gips Chief, International Bureau Federal Communications Commission 2000 M Street, N.W., Room 800 Washington, DC 20554

Lon C. Levin Vice President & Regulatory Counsel AMSC Subsidiary Corporation 10802 Parkridge Boulevard Reston, VA 22091 William Wallace Crowell & Moring LLP 1001 Pennsylvania Avenue, N.W. Washington, DC 20004 Leslie Taylor, Esq. Leslie Taylor Associates 6800 Carlynn Court Bethesda, MD 20817—4302 C *Hand delivered 264235—01 / DOCSDC1

*John Stemm Senior Legal Advisor to the Chief, International Bureau Federal Communications Commission 2000 M Street, N. W., Room 819—A Washington, DC 20554 *Fern J. Jarmulnek, Branch Chief International Bureau Federal Communications Commission 2000 M Street, NW., Room 518 Washington, D.C. 20554 *Karl Kensinger, Esq. International Bureau Federal Communications Commission 2000 M Street, N.W., Room 521 Washington, D.C. 20554 *Cassandra Thomas International Bureau Federal Communications Commission 2000 M Street, N.W., Room 800 Washington, DC 20554 Philip L. Malet, Esq. Marc A. Paul, Esq. Steptoe & Johnson, LLP 1330 Connecticut Avenue, N.W. Washington, DC 20036 Robert A. Mazer, Esq. Vinson & Elkins 1455 Pennsylvania Avenue, NW., Suite 700 Washington, D.C. 20006 Norman P. Leventhal, Esq. Raul R. Rodriguez, Esq. Stephen D. Baruch, Esq. Leventhal, Senter & Lerman 2000 K Street, NW., Suite 600 Washington, D.C. 20006—1809


21219 Geqige Steet ula Gign Auslin moandg 1685 ommunications PC Bux se42 Ielephone .0}1 314 ans c i‘criway House Ffucsimke [Ul M14—443Y 16B5 Ref: /nr 13 Novomber 19896 Dr David Castiel President & CEO Mobile Commmunications Holdings Inc. 1120 19" Streot, N.W. Suite 490 Washington, D C 20036 Dr Castiel, By this letter, Vula Commnunications (Pty) Limitad ("Vula") confirms its commitment to pay Mobile Communications Holdings Ins. (MCHI) US $350 million, pursuant to an agresement betwaan MCHI and Vula dated 12 September 1996, in exchange for an oquity interest in MCHI anu the sale of distribution rignts tor the ELLIPSO system in Sub—Saharan Africa. The commitment is non—contingent and is subject only to issuance of an FCC license for tha ELLIPSO system. The agreement sete forth a payment schedule pursuant to which the $350 million will be payable in instalments cver a two year perigqd commencing 30 days aftar issuance of the FCC ligense. The agrooment doos not provide for a chattel mortgage or secured interest in any tacility. [his letter also confirms that Vula has the capability to perform its finannial abligations under the agreemont. Members of the Vula consortium include Vula investments, Coummunivativns Workers Investment Company, National Unlon of Matalwnrkers of South Africa (NUMSA) and > the Mctal Induatries Provident (Netirement) Pund, Sangy Invesunent Huldings (Pty) Ltd, and the National African Federated Chamhar nf Commerce (NAFCOC) and Nateoc Inveostment Hoiding Company. MARK HEADEYUSHK CHIEF EXECUTIVE QFFICER YULA COMMUNICATIONS (PTY) LIMIiTED

SEP.18.1996 12:02PM P 2 FROM :# Zl —I ERNS.T& YOUNG & Emst & Young Financial E& Telephone (011) 4981000 Consulting Services Telefax (011) 498—1555/1671 Emnst & Young House Docex 130 4 Pritchard Street PO Box 2322 Johannesburg 2000 12 September 1996 To whom it may concern Ermst & Young has been requested to reserve the company name Vula Communications (Pty) C ‘ Limited for purposes of changing the name of—Shelfeo 160 Investments (Proprietary) Limited, Registration No 96/08645/07, to Vula Communications (Pty) Limited. We have been told that Ernst & Young will be appointed as auditor to Vula Communications. We understand that the beneficial shareholding in Vula Communications will be as follows: . Vula Investments (Pty) Ltd = 26% . Sance Investment Holdings (Pty) Ltd = 20% . Nafcoc Investment Holdings (Pty) Ltd «— 10% . Communication Workers Union Investment Holdings (Pty) Ltd ~ 20% . National Union of Metalworkers of S.A. Investment Holdings (Pty) Ltd ~ 10% . Investment Trust = 14% Yours faithfully ~ lt R M KAPLAN . Partner — Corporate Finance

BACKGROUND INFORMATION ON VULA SHAREHOLDERS National African Chamber of Commerce (NAFCOC) NAFCOC is participating through its subsidiary, NAFCOC Investment Holding Company (Pty) Ltd. (NIHC). NAFCOC is South Affica‘s oldest and largest black business representative organization with 170,000 members. In 1994, it set up an investment company, NIHC, which is 80% owned by private investors and 20% by Nafcoc‘s trust fund. NIHC recently announced a joint venture with the British company BASS. It has a 30% stake in the MAN truck dealership, Affrican Truck and Bus, with an annual turnover of R130 million. It has a 25% interest in a gam— ing consortium which, in turn, has a 50% interest in Tsogo Sun that aims to develop casino re— sorts. Mashudu Ramano, the chairman of the National Empowerment Corporation, is secretary general of NAFCOC and also head of NIHC. The company is held by the NAFCOC Trust(15%), the sixteen NAFCOC regions and sectors (80%) and individual NAFCOC members (5%). Sanco Investment Holdings (Pty) Ltd. Sanco Investment Holdings is the business arm of the South African National Civic Or— ganisation ("SANCO"), the country‘s largest community based organisation, which has more than 1.2 million members. j Sanco Investment Holdings was established in early 1995 and currently has two sharehold— ers. The Sanco Development Trust which owns 80% of the equity and the Liberty Life Associa— tion which owns the remaining 20%. The company has focused on electronic media, telecommunications, marketing and financial services as initial areas of activity. To date, Sanco Investment Holdings has acquired a 20% shareholding in Solid Gold Com— mercial Radio, 20% of Powerlib Holdings, 51% of Price Tag Marketing, 40% of Vula Communi— cations and is currently negotiating the acquisition of 10% in listed SMG Holdings. Sanco Investment Holdings is unique as far as the current trend of black empowerment companies goes, in that the shareholders of Sanco are the ordinary Sanco members who have sup— ported the organisation through the liberation struggle over many years. Sanco is a well estab— lished and highlycredible organisation that has a close relationship with the communities that it represents. Day to day management of Sanco Investment Holdings lies with the team of executive di— rectors who have been mandated to develop the company‘s commercial activities. The executive directors of the company are: Dr. Moses Mayekiso (Chairman): Moses Mayekiso is one of the most respected trade union and community leaders to emerge during the last twenty years in South Affica. He was the General Secretary of the National Union of Metalworkers of South Afrfica, the founding President of SANCO, a Member of Parliament for the African National Congress and is still a member of the National Executive Committee of the ANC.

In March 1996, he was awarded an international honorary doctorate in recognition of his contribution to the struggle for democracy in South Affrica. He is also a trustee of The Sanco De— velopment Trust. Michael Levinsohn (Managing Director): Michael Levinsohn was the national business advisor to Sanco and has been given the responsibility of launching the business arm. He is a di— rector of a number of companies including Sterling Trust, Sebata Investment Holdings, Gentle & Gentle Communications, Solid Gold Commercial Radio, and Venter Trailers. His areas of exper— tise include strategic marketing and financial services. He is a trustee of The Sanco Development Trust. ‘ Eugene Ruiters (Executive Director): Eugene Ruiters graduated with distinction at Har— old Cressy High School in Cape Town before joining KPMG Aiken and Peat where he qualified as a chartered accountant and chartered management accountant. He spent five years with Engen oil company‘s exploration division which is now listed as Energy Africa. During this time he spe— cialised in the areas of project and corporate finance, and was responsible for the evaluation of multi—million Rand projects both locally and internationally. In 1995 he joined Thebe Investment Corporation as a senior manager at Msele Merchant Bank. He is a director ofPowerlib Holdings, Ilima Community Development Company, and is also the managing director of the industrial arm of Sanco Investment Holdings. Mlungisi Hlongwane (Non—executive director): Mlungisi Hlongwane is the current President of SANCO. He is also the Chairperson of the Vaal/Lekoa Metropolitan Chamber and the Chairperson of the ANC in the Vaal region. He was the General Secretary of the Postal and Telecommunications Workers Union and is regarded as one of the most respected leaders of the ANC. SANCO, through The Sanco Development Trust, has a company which is specialising in community development projects in partnership with major international corporations. This com— pany, called Ilima Community Development Company has recently won a tender in the Eastern Cape to introduce an Entrepreneurial Development Centre to the Xalanga region. This is seen as a major step forward in the process of community participation in upliftment programs around South Africa. As a sign of their unqualified support for this initiative, several international com— panies have expressed an interest in becoming shareholders in Ilima. The management of Sanco Investment Holdings are committed to the long term develop— ment of the business as a significant player in the arena of community based empowerment. SANCO is the largest civil society structure in the country with a defined membership base and elected leadership.

National Union of Metalworkers of S.A. Investment Holdings (Pty) Ltd. (NUMSA) Numsa was formed in 1987 after a merger of three major unions —— National Automobile and Allied Workers Union (Mawu) and Motor Industry Combined Workers Union (MICWU) —— including other smaller unions such as United Metal Mining Allied Workers of SA (Umma—Wosa). With a membership of more than 230,000 nationally, Numsa is the second largest affiliate of Cosatu after the National Union Mineworkers. The Metal Industries Provident Fund is the largest industrial council provident (retirement) fund in South Affrica. Communication Workers Union Investment Holdings (Pty) Ltd. The Communications Workers Union Investment Holdings (Pty) Ltd. is the investment arm of the Communications Workers Union. Vula Investments (Pty) Ltd. Vula Investments is a newly—formed company comprised of corporate and individual in— vestors. The principal director of Vula is Mark Headbush, Chairman of ATEO Affrica Holdings (Pty) Ltd., which has interests in Netech, a leader in distance learning technology, Virtual Com— munications, the South African Nokia satellite distributor, Jupiter Radio Systems, radio installa— tion and commissioning, Stantek, the South Affrican GEC—Marconi representative, and ITC Services, the only private EMC/EMI laboratory in Southern Affica. 376461—01 / DOCSDC1

ATTACHMENT 2

FAX IN P.1. MERTJY BURNR Our Ref. : gg /Dr/MB/X1/96 Jakarta, November 9, 1996 Dr. David Castiel President and CEO Mobile Communications Holdings, Inc. 1120 19th Street, N.W. ' Suite 480, Washingion, D.C. 20036 Dear Sfy. ==s3 ; By this lotter, PT. ‘Wigamutiara Buanakhatulistiwa (TMBK) (a member of the Meryju Buuna Group of Indoncsia) and the State Design Office Yuzhnoye (Yuzhnoyc) confitm their respective financing commitmenis relating to launch services for the sixteen first—generation ELLIPSOY®*" satellites ("Required Launch Capability"). The terms of the commitments are fully negotiated and arc memorialized in a final agreement between the parties dated Scptember 4, 1996. ‘This letier of commitment is being provided for submission to the FCC in conncetion with MCHI‘s license application. TMBK hereby confirmms its commitment to provide vendor financing in the amount of $300 million for the Required Launch Capability, ‘TMBK‘s commitmecnt is subject only to issuance of an FCC license for ihe ELLIPSOQ‘* system and does not rest on contingencies that require action by either party. The agreement does not involve a chuttel mortgage or security interest in any proposed facility. The terms of the agreement provide for issuance by MCHIL of convertible debeniures, non—converuble debentures and/or stock in Ellipsat International, a subsidiary of MCHI, upon successful cormpletion of each launch. The agreement also provides for certain distributorship rights. The principal amount of the debentures and the number of shares of stock will depend upon ibe amount ouf vendor firancing acinally utilized by MCHL Pursuant to the terms of the agreement, the debentures bear interesi at the rate equal to the US Dollars six month LIBOR (London Inter Bank Offered Rate) plus une percent (1%) payable semi—agnually in arrcars commencing tiree imonths afier the date of‘ intrexluction of commercial service for the ELLIPSO systeim. ‘The principal of ceacl debenture is payable in ten semi—annual installments begining six months after the commercial service date, GEDURA TEJA BUAMA Lantei 1 3. tenteng Reye No. 20 Teip 101303 Tita ©1222 B t Fes. 31OISS1 Jekerte 10340

Our Ref: /DUMB/X196 2. — Dated :; November 9, 1996 TMBEK is pleased to report that our proposal to the Indoncsian government to establish a commercial satellite launching centre, has been received enthuasiastically, and is very confidem that the Required Launch Capability will be available on time. Because the launch services contract with MCHI is imporiant io the success of our project as a major first customer, TMBK is willing to, and hercby does, commit to provide financing to MCHI for equivalent launch capability in the event that the project in Indonesia does not proceed ur, for any rcason, is unable to provide the Required Launch Capability. — Such financing will be in the same ierms as in our Agreement dated Sepiember 4, 1996. ‘This letter also confirms that TMBK in its efforts to establish a Commorcial Satellite Launching Centre in Indonesia, TMBK is supported by the full financial!, mmanagerial and political resources of the Mercu Buana Group, and therfore TMBK has the capability to perfom its financial obligations under the agreement and this letter. _ Yours faithfully, PT. Tigamutiara Buanakhatulistiwa State Design Office Yuzhnoyc Main directorate for science, — development and testing Ministry of Defence of Ukrgin By : PROBOSUTEDJO By: 2z Igor Pustoviy, » . Chief of main directoralé? — —r1 meauy surna

A ME

AGREEMENT FOR TIIE SALE OF ELLIPSO‘S EKXCIUSIVE TERRITORIAL, SERVICE RIGHTS This agreement is signed and cntered into by and between Mobile Conmununications Holdings Inc., ("MCHI"), a Delaware corporation, located at 1120 19th Street, N.W., Suite 460 Washingtun, D.C. 20036, and Artoc Suez For Technical Services, located at 15, Giza Street, P.O. Box 132, Giza—Egypt 11511 (Relerred to hercinafter as "TERRIFVORNAL PARTNER"), for the purpose of establishing a distribution infrastructure for the LELJLJPSO‘* services in . thereinafter referred to as the ‘TERRITORY". WHEREAS, MCHI owns the rights to the concept and design of a non—geostationary satellitc system to provide mobile voice and communications services with global coverage tailored to populated land masses (the "ELLIPSO‘* System") AND WHEREAS, MCHI. is currently secking the necessary regulatory approvals to implement the ELLIPSO‘*" System in the United States, and to distribute its services in the U.S. and other countries; AND WHEREAS, MCIHL is contracting with regional partners to facilitate the global provision of ELLIPSOY" Service; AND WHEREAS, MCHI desires to sell rights to offer ELLIPSO** Service in the TERRITORY; AND WITREAS, TERRITORY PARTNER desires to purchase the rights to promotc, distribute, and commercially offer ELLLIPSOY*" Satcilite Service in the TERRITORY; AND NOW, THEREFORE, the Partiecs hereby agree as fullows: 1. Irrey 1 s (a) TERRITORLAL PARTNEKR hereby irrcvocably commits to purchasing from MCHI the ELLIPSO‘* Service rights in the TERRITORY for USD 300 million. This commitment, absent material changes in market conditions, is subject only to the issuance of an FCC license, and is hereby offered in a form believed by the Parties to be sufficient to meet the FCC standard for financial commitments. (b) & is the Partics‘ intention that this territorial rights agreement shall fully satisfy the requirements of the Fedcral Communications Commission,. The Parties hereby represent and warrant that (i) the commitment does not rest on contingencies which require action by any party; (ii) Artoc Suey For Technical Services has determined that MCTII and the ELIPSO "" Project are credit worthy and are a reasonuble business risk.

C opPQ.3eg n y 1S—SEP—1956 21:27 eRevroc Pa . reigs®s F3 splh mtz B puss9l \Piplszmed Gu Arroc. Susz FoR Tecunjcan — SERviCES ay ylsa IPs F3 ¢ STATMENT OF FINANCIAL QUALIFICATION Date: Septemher 15, 1996 Dr. David Castie! MCHI 1120 19th Street, NW. Washington, D.CG. 20036 Dear Mr. Castie], In accordance with the signingof the Agreement: of Exclusive Termitorial Service Rights by Artoc Suez For Technical. Services and MCHI, [ hereby commit by my signature below, to y% the ZELLIPSO Sateliite Telephon e Project for the purchese of the — exclusive tervitorial service tights to includé the twonty —two Arab tountries, Turkey, Pakistan and fran. _‘ ' > 1 understand that. without FCC approval of ‘this project and/ory " dramatic market condition changes, Lf4 . ' 1 wiil be frée fom ify involves fulfi]lment of this Sbiigatibh toward MCHI or any ather ident in this venture. ; this A bank confirmation of my financial cepability to fulfill commirment is attached. . ' —__edf _ Name: Abd El'.l{ami‘d _ Title: Chairmen ehj'i:iy ho 2 PAE in ommonredbommndatetonmnmmtedsatbizabtini Yean! —ljs i4 Abre 14. Clea Sirset Cite. \\'o\\-};-._l;,,«!-l\\'w‘qf . ' > ovrA\~ .: U 9 ev tyaty : 3¥AB P <3.Box 192 Oite.Egypilifit ~ * * Tri.: $941827 «—» fax.; $73B160 TOTAL .83 «_ newm «_ ~—— a— —— —= — > _ w a_ —_—— «— — coms a~ «——.

£0‘s THLQi sak e se ks sesarercae s w wown ldwt MV LVLUIIOYUV _ShawtiaCGe A Mambers of the Egyptien_ efl-wounmms 7e © Bark K & CERTHFICATE This certificate is being provided in connection with Artoc‘s ii nvestment in the ELLI?SO- [ satellite system and the related satellite license application currently pending ar thePndml 2l Communications Commission in Washington, D.C, We are familiar with the agreement between Artoc and Mobile Communications Hoidings Inc. (MCHI) which pros-:daa'fo ' sale of exclusive territorial service rights by MCHI in return for Artoc‘s comm:tment : handle this project in its exclusive ten'lwzy w Artus is a privately held company and iis fi.qwal statements are not publicly avu — Artoc‘s auditors, we ara thmiltar with the company‘s financial condition. Accnr_.ir ols latest available information, we believe that there are no apparent impedimentspr tmgtd Artoc from meeting its obligations in the ELLTPSO pruject, once the pmjm haabm xC granted the necessary regulalory approvals and is proven viable. . PMawho?lbe. SHAWK3 & CO. November 13, 1996 OctaitisTacks «oumsemesperate ressmamens amasagd Thri?t GCot NOM 21

ATTACHMENT 4

LE PRESIDENT DIRECTEUR GENERAL . . Dr. David Castiel President and Chief Executive Officer Mobile Communications Holdings Inc. 1120 19th Street, N.W., Suite 460 . Washington, D.C. 20036 November 16, 1994 Dear Dr. Castiel, In connection with the Launch Services Agreement entered into this day between ARIANESPACE and Mobile Communications Holdings Inc. (hereafter the "LSA"), we have agreed to directly provide 15% of the financing required to provide these services (45,000,000US$) through the issuance of convertible debentures as contemplated under the collateral Agreement also entered into this day. We also agree to assist you in negotiating with our European banks a credit arrangement which will address up to 85% of the total price of the Launches contemplated under the LSA. Sincerely, Charles Bigot President & C.E.0. —' BOULEVARD DE L‘EUROPE — B.P. 177 — 21006 EVRY CEDEX / FRANCE — Tél. Télex ARESP 602392 e (33/1) 60 87 6000+ — Téicx ACE ARIANESPACE BOU SA. au capital de 270.000.000 F . R.CS. CORBEIL—ESSONNES B 318 516457

ATTACHMENT 5

xSpectrum Astro, Inc. ADVANCED SPACE SYSTEMS In reply refer to: 0000—EL—X02104 9 November 1996 Attn: Dr. David Castiel President and CEO Mobile Communications Holdings, Inc. Suite 480 1120 — 19th Street, NW. Washington, D.C. 20036 Dear David: By this letter, Spectrum Astro, Inc. ("Spectrum") confirms its commitment to provide vendor financing in the amount of $206 million to Mobile Communications Holdings, Inc. ("MCHI") for construction of the sixteen first—generation ELLIPSOT satellites by Spectrum Astro and its subcontractors. The terms of the commitment are fully negotiated and are memonrialized in a final agreement between MCHI and Spectrum Astro dated June 26, 1996. Spectrum‘s commitment is subject only to issuance of an FCC license for the ELLIPSO® system and does not rest on contingencies that require action by either party. The agreement does not involve a chattel mortgage or secunrity interest in any proposed facility. The terms of the agreement provide for issuance by MCHI of convertible debentures, non— convertible debentures and/or MCHI stock to Spectrum upon successful completion of each . satellite. The principal amount of the debentures and the number of shares of MCHI stock will depend upon the amount of vendor financing actually utilized by MCHL ' The agreement provides that the debentures shall bear interest at the rate equal to the U.S. Dollar six month LIBOR (London Inter Bank Offered Rate) plus one percent (1%) payable semi— annually in arrears commencing three months after the date of introduction of commercial service for the ELLIPSO®Y system. The principal of each debenture shall be payable in ten semi—annual installments beginning six months after the commercial service date. This letter also confirms that Spectrum has the capability to perform its financial obligations under the agreement. W. David Thompson President WDT :nlk 1440 N. Fiesta Blyvd., Gilbert, AZ $5234 Phone (602) 892—8200/FAX (602) 892—2949 ___ELxXO21i04D0C______

AT

ATTA ENT 7

O ellipso GLOBAL PRICING* (NOT VOLUME SENSITIVE) COST TO PRICE TO SERVICE DISTRIBUTOR CONSUMER MARGIN FIXED (NO SUBSCRIPTION) $0.08 PER MIN $0.12 PER MIN 50% MOBILE PRIME TIME $0.35 PER MIN $0.50 PER MIN 43% NON PRIME $0.17 PER MIN $0.24 PER MIN 41% SUBSCRIPTION $25.00 PER MO $35.00 PER MO 40% * Prices at start of service;drops to 70% of the above by 2006


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