Attachment application

This document pretains to SAT-ASG-20010108-00004 for Assignment on a Satellite Space Stations filing.

IBFS_SATASG2001010800004_715370

EAD INSTRUCTIONS CAREFULLY — APPROVED BY OMB 30600588 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION REMITTANCE ADVICE In) LockBox# 358160 d 3) TOTAL AMOUNT PAID (dollars and cents) KaStar 109.2 Acquisition, LLC |, 6 ,670.00 4) STREET ADDRESS LINE NO. 1 4600 S. Syracuse Street, Suite 500 [S) STREET ADDRESS LINE NO. 2 Ia ciry m sTATe @) zip cone Denver Co go0237 ) DAYTIME TELEPHONE NUMBER (Include area code} — (720) 554—7400 ' ‘ PAYERN S2165 0010 3 EMoRETHAN ONE APPEICZ i KASTAR 73 ACcQUISITIONLLC mc11) APPLICANT NAMEQf paying by credit card, enter name exactly as it appears on your card) <ot=« 12) STREET ADDRESS LINE NO. 1 13) STREET ADDRESS LINE NO. 2 14 city ns stare 18) Zip copE 17) DAYTIME TELEPHONE NUMBER (Include area code} (18) COUNTRY CODE (if not in U.S.A) comprcreseen OREEONES ARENEEDED,usecomm NC_—_PAYMENT INFORMATION 19 | (20A) PAYMENT TYPE CODE (PT 28 FEE DUE FOR (PTC) BLOCK 202 S2165 B F Y¥ 1 &6,670.00 23A) FCC CODE 1 24A) FCC CODE 2 % 198) FCC CALL SIGN/OTHER ID (20B) PAYMENT TYPE CODE (PTC) Lz:a) Fec cabe i [2i8) ree cone 2 krommmmmmmmmetmnee T5C) Foc caLL sioworer in (20c) payment TyPE conE (PTo Ima Guarm 23C) roc cooe 1 Z1C) Fec copt 2 12D) Fee CaLL siewomer n (2oo) ravaENt yPe cobe (Prof Gin auam EroyreE oue ron Prcj in acoox zon s 0) Fec cooe 1 ZaD) Foc cobe z ~SECTHON en m NEORMATION :E 28) PAYER TIN 0|5 14 |1 |7 |8 |1 |O |0 |2 APPLICANT TIN SECTION E~~~ CERTFIcATION 27) CERTIFICATION STATEMENT 1 _William M. Wiltshire , Certify under penalty of perjury that the foregoing and supporting information print Name) ‘ o ® ® are true and correct to the best of my knowledge, infomation and belief. SIGNATURE, ECTIONF — CR 1 20) * MASTERCARD ...~._ MONTH YEAR lAUTHORIZED SIGNATURE DATE sa [ heraby auhorize the FGC to charge my VISA or MASTERCARD lor the wervica(s}/suthorizationa(s) harein described. ripmmmmmyuntommmnmnemmnsem SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 158 JULY 1997 (REVISED)

Approved by OMB FCC Use Goly FCC 312 * File Number: Main Form Est. Ayg.Bucdcn Howra . Per Responsc: 1t Hex. . FEDERAL COMMUNICATIONS COMMISSION . Call Sign: APPLICATION FOR SATELLITE SPACE AND EARTH STATION AUTHORIZATIONS Fee Number: APPLICANT INFORMATION 1. Legal Name of Applicant 2. Voice -'l’:_l;phonc Number KaStar 109.2 Acquisition, LLC (720) 554—7400 3. Other Name Used for Doing Business (if any) 4. Fax Telephone Number {(120) 554—7500 5. Mailing Street Address or P.O, Box 6. City . Denver 4600 S. Syracuse Street, Suite 500 7. State / Country (if not U.S.A.) 8. Zip Code ATTENTION: David M. Brown cCO 80237 9. Name of Contact Representative ({If other than applicant) 10. Voice Telephone Number William M. Wiltshire (202)730—1300 11. Firm or Company Name 12. Fax Telephone Number Harris, Wiltshire & Grannis LLP (202) 730—1301 13. Mailing Street Address or P.O. Box 14. City . Washington 1200 Elghteenth Street, NW 15. State / Cougriy (if not U.S.A) 16. Zip Code ATTENTION: District of Columbia 20036 CLASSIFICATION OF FILING 17. Place an "X"in the box next to the classification that applies to this filing for both questions a. and b. Mark only one box for 171 and only one box for 176. D bi. Application for License of New Station - bfi Transfer of Control of License or Registration D a}. Earth Station D b2. Application for Registration of New Domestic Receive—Only Station [_] 57. Notification of Minor Modification D b3. Amendment to a Pending Application . D b8. Application for License of New Receive—Only Station Using Non—U.S. Licensed Satellite a2. Space Station D b4. Modification of License or Registration [_] b9. Letter of Intent to Use Non—U.S—Licensed Satellite to Provide Service in the United States D b5. Assignment of License or Registration [_] b10. Other (Please Specify): 18. If this filing is in reference to an existing station, enter: 19. If this filing is an amendment to a pending application enter; Call sign of station: {a) Date pending application was filed; (b) File number of pending mpplication: $2165 N/A PCC 312, Main Form — Page i. February, 1998

TYPE OF SERVICE 20. NATURE OF SERVICE: This filing is for an authorization to provide or use the following type(s) of service(s): Place an "X" in the box(es) next to all that apply. [X] a. Fixed Satellite [_] c. Radiodetermination Satetlite [_] e. Direct to Home Fixed Satellite D b. Mobile Satellite D d. Earth Exploration Satellite D . Digital Audio Radio Service D g. Other (please specify) 21. STATUS: Place an "X" in the box next to the applicable status. Mark only one box. 22. If earth station applicant, place an "X" in the box(es) next to all that apply. D a. Common Carrier K] b. Non—Common Carrier D a. Using U.S. licensed satellites D b. Using Non—U.S. licensed satellites N/A 23. If applicant is providing INTERNATIONAL COMMON CARRIER service, see instructions regarding Sec. 214 filings. Mark only one box. Are these facilities: I:] a. Connected to the Public Switched Network D b. Not connected to the Public Switched Network N/A 24. FREQUENCY BAND(S): Place an "X" in the box(es) next to all applicable frequency band(s). [_] a C—Band (46 GHz) [_] b. KuBand 12714 6Hz) [X] c. Otner @Pleasespeciy _Ka—Band (18/28 GHz) TYPE OF STATION 25. CLASS OF STATION: Place an "X" in the box next to the class of station that applies. Mark only one box. . . o . : . & £. Other D a. Fixed Earth Station D b, Temporary—Fixed Earth Station [:] c. 12/14 GHz VSAT Network D d. Mobile Earth Station @ e. Space Station D (Specify) If space station applicant, go to Question 27. 26. TYPE OF EARTH STATION FACILITY Mark only one box. D a. Transmit/Receive D b. Transmit—Only — D c. Receive—Only PURPOSE OF MODIFICATION OR AMENDMENT 27. The purpose of this propased modification or amendment is to: Place an "X" in the box(es) next to all that apply. a —— authorization to add new emission designator and related service b —— authorization to change emission designator and related service c —— authorization to increase EIRP and EIRP density d —— authorization to replace antenna e —— authorization to add antenna f —— authorization to relocate fixed station g ~— authorization to change assigned frequency(ies) h —— authorization to add Points of Communication (satellites & countries) i —— authorization to change Points of Communication (satellites & countries) j —— authorization for facilities for which environmental assessment and radiation hazard reporting is required k —— Other (Please Specify) ENVIRONMENTAL POLICY 28. Would a Commission grant of any proposal in this application or amendment have a significant environmental impact as defined by 47 CFR 1.1307? If YES, submit the statcmgm as requg'c% bl;oSectinns 1.[%%8 and 1.1311 of the Commissioxgx's rules, 47 C.E.R. §§ 1.1308 and 1.1311, a?s( an exhibit to this application. D YES [XJ No A Radiation Hazard Study must accompany all applications as an exhibit for new transmitting facilities, major modifications, or major amendments. Refer to OET Bulletin 65. ECC 312, Main Form— Page 2 February, 1998

ALIEN OWNERSHIP 29. Is the applicant a foreign government or the representative of any foreign government? _ [_] ¥Es [X] No 30. Is the applicant an alien or the representative of an alien? [] ¥Es [X] no 31. Is the applicant a corporation organized under the laws of any foreign government? D YES NO 32. Is the applicant a corporation of which more than one—fifth of the capital stock is owned of record or L__I v¥ES [X no j voted by aliens or their representatives or by a foreign government or represenitative thereof or by any corporation organized under the laws of a foreign country? 33. Is the applicant a corporation directly or indirectly controlled by any other corporation of which more than D YES [X no 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? 34. If any answer to questions 29, 30, 31, 32 and/or 33 is Yes, attach as an exhibit, the identification of the aliens or foreign entities, their nationality, their relationship to the applicant, and the percentage of stock they own or vote. BASIC QUALIFICATIONS 35. Does the applicant request any waivers or exemptions from any of the Commission‘s Rules? D vES LX] NO If Yes, attach as an exhibit, copies of the requests for waivers or exceptions with supporting documents. 36. Has the applicant or any party to this application had any FCC station authorization or license revoked or had D ¥ES [XI NO any application for an initial, modification or renewal of FCC station authorization, license, or construction — permit denied by the Commission? If Yes, attach as an exhibit, an explanation of the circumstances. 37. Has the applicant, or any party to this application, or any party directly or indirectly controlling the applicantever been D ¥ES m NO convicted of a felony by any state or federal court? If Yes, attach as an exhibit, an explanation of the circumstances. 38. Has any court finally adjudged the applicant, or any person directly or indirectly controlling the applicant, guilty of unlawfully —_{(OyvEs {X’ NO monopolizing or attempting unlawfully to monopolize radio communication, directly or indirectly, through control of _ manufacture or sale of radio apparatus, exclusive traffic arrangement or any other means or unfair methods of competition? If Yes, attach as an exhibit, an explanation of the circumstances, 39. Is the applicant, or any person directly or indirectly controlling the applicant, currently a party in any pending matter D YES |X| NO referred to in the preceeding two items? If Yes, attach as an exhibit, an explanation of the circumstances. 40. If the applicant is a corporation and is applying for a space station license, attach as an exhibit the names, addresses, and citizenship of those o. stockholders owning of record and/or voting 10 percent or more of the Filer‘s voting stock and the percentages so held. In the case of fiduciary See Exhibit A control, indicate the beneficiary(ies) or class of beneficiaries. Also list the names and addresses of the officers and directors of the Filer. 41. By checking Yes, the undersigned certifies, that neither the applicant nor any other party to the application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21 U.S.C. Section 862, because YES []no of a conviction for possession or distribution of a controlled substance. See 47 CFR 1.2002(b) for the meaning of "party to the application" for these purposes. 42a. Does the applicant intend to use a non—U.S. licensed satellite to provide service in the United States? v¥ES If yes, answer 42b and attach an exhibit providing the information specified in 47 C.E.R. § 25.137, as appropriate. D [X] no If no, proceed to question 43. . 42b. What administrationhas licensed or is inthe process of licensing the space station? If no license will be issued, what administration has coordinated or is in the process of coordinating the space station? « FCC 312, Main Form — Page 3 February, 1998 &

Page: 5 of 9 rome s 43. Description. (Summanize the oabire of the spplication and the services to be provided). 05 See Exhibit B + Powered by G&Fax.com FAX NO. 2027301301 Exhibit No, all exhibits that are attached to this 2 on en rrmer CERTIFICATION To: 7202940456 The Applicant waives any claim to the use of any parlicalar frequency or of the efectromagnetic spectrum as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, ard requesis an avthorization in accordance with this application. The applicant certifies that grant of this application would not cause the applicant to be in violation of the spectrum aggregation Iimit in 47 CFR Part 20. Alf statements made in exhibits are a matemal part bereof and are Incorporated herein as if set out in full in this application. The undersigned, individually and for the applicant, hareby certifies that all staternents made in this application and in all attached exhibiis are tus, complete and correct to the best of his or ber knowledge and belief, and ate made in good faith. From: 2027301301 44. Applicant is a {any: {Place an "X" in the box next to applicable response.) aolkll JAN—05—2001 FRI 09 30 AM HWG 20. [_] a Individaal [[] b. Unincorporated Association [_] c, Partnership [_[4. Corporation Je. Governmental Entity [X] £. Other (Please specify)Limiled Liability Compan 45. Typed Name of Ezrson Signing 46. Title of Person Signing David M. Byoyn {\ Vice President and General Counsel of Wildblue 4 S \Ma% l nee /! £ 48. Dare Received: 05.Jan.01 08:35 AM CC is70 | WILLEUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AXD/OR LMPRISONMENT (U.S. Code, Title 18, Section £001), AND/OR REYVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a){1)), AND/OR FORFEITURE (U.8. Code, Title 47, Section 503). FCC312, MainForm — Page 4 Februacy, 1998 +

Page: 6 of 9 FEDERAL COMMUNICATIONS COMMISSION PeC mSaly P. 08 ECC 312 — Schedule A (Place u'x‘iucgn{mcblnchbdw}. Powered by@Fax.com CONSENT TO TRANSFER OF CONTROL (] CONSENT TO ASSIGNMENT OF LICENSE 0A NOTIFICATION OF TRANSFER OF CONTROL O NOTIFICATION OF ASSIGNMENT OF RECEIYE ONLY REGISTRATION OF RECEKIYE ONLY REGISTRATION wl he ito «.5+ sn Al. Name of Licessee or Regietrant AZ. Noice Teleghone Numiber KaStar 73 Acquisition, LLC (720) 554—7400 Al. Maiting Sucet Address o PQ, Box A4. Fax Telephone Numbes FAX NO. 2027301301 4600 S. Syracuse Street, Suite 500 ATTENTION: {720) 554—7500 A5. Cily AS. State / Country {ifnow 1.5.A.} AF. Zip Code Denver ~ j Co — 80237 A8. List Call Sign{a) of station(a) being assigned or traifered A9. No. of nation{1) ined S 2165 4 AT0. Name ofTransiprocAsaignor Ufdifferent Huah Loenese or regisizari) AlS. Hame of TranricteciAudigner : KaStar 109.2 Acquisition. LLC AlL Mailing Street Address or P.O. Hox AlG. Mailing Sireet Address or P.0. Box 4600 S. Syracuse Street, Suite 500 AtZ. City All. State/Country A14. Zip Code AlT. Cily AL. Stae/Country Ald. Zip Code Denver co 80237 A2O. If these facilities are licensed, is the iransferce/assignes directly or indirecily controlled by any oiher entity? [X vEs [}no If Yes, attach as an exhibit, a slatement {including izational diagrams where appropriale} which fully and completcly . Received: 05.Jan.01 08:35 AM.From: 2027301301 To: 7202940456 identifies the nature and extent of control including: (1} the name, address, cilizenship, and primary business of the contopiling k. criity and any intermediate subsidiades or funics; and {2) the names, aderesses, cilizesship, and the percentages of voling and See Exhibit A equity stock of those stockholders holding_ 10 percen« or more of the controlling corporation‘s yoting stock. * A21. If these Rcilities are licensed, attach as an exhibit, a complete statement serting forth the facts which show how the assignment or transfer will serve the public inferesL. _CERTIFICATICGN i. The undersigned, individually and for licensee, certifics that al} attached exhibits pertinent to Schedule A and all siatements made in Schedule A of this appiication ate Urue, complele and correct to the best of histhes knowledge and belief. The undersigned also certifies that any contracts or other instruments submitted herewith are compleie constitute the full agrecment. JAN—O5—2001 FRI 99 31 AM HWG 2. The undersigned represents that stock will not be delivered and that control will not be transferred until the Conunissim:s consent has been received, but that transfer of mir or assignmend of license control : will be completed within da{a Dtlfl:omml asion consent. The undersigned also acknowledges that the Commission must be notified by letter within 30 days of consummation. 1 \A T _z A2Z. Primied Name of Licenier {IMust agrae with Al} MS{?WV AZA Tule (Office Held by Prrion Signing) 74. Oae { } KaStar 73 Acquisition, LLC _ N < V. P. and General ConnseL 1/S’-/OI A26.PringedNameLicenieNandoou/Astignor A21 Sigaature AZR. Title (Office Held by Person Signing) ~T AZC. Imte LmN L. : A30.PrintedHageof Licease Trensferee/Asiignee A05) | A32. Tile {Office Hetd hy Person Signing) A33 Dale KaStar 109.2 Acquisition, LLC / i VFA _ ¥. P. and General Counsel ( /s7</i> U J t FCC 312 — Schedule A Febmuary, 1998 ___\_aaeae +

KaStar 73 Pro Forma Transfer of Control Exhibit A, page 1 of 1 EXxHIBIT A OWNERS, OFFICERS AND DIRECTORS OF KASTAR 109.2 LC ("KaStar 109.2") is a wholly owned subsidiary of Wildblue Communications, Inc. ("Wildblue"), a Delaware corporation whose address is 4600 S. Syracuse Street, Suite 500, Denver, Colorado 80237. Wildblue is also the sole Manager of KaStar 109.2. As a limited liability company, KaStar 109.2 has no officers or directors. Those shareholders with more than 10% of the voting stock of Wildblue are as follows:‘ DirectCom Networks, Inc. 20.5% USA 7140 South Lewis Avenue Tulsa, OK 74136 Liberty Satellite, LLC 18.3% USA c/o Liberty Satellite & Technology, Inc. 7600 E. Orchard Road Suite 3308 Englewood, CO 80111 KPCB Holdings, Inc. (as nominee) 15.7% USA 2750 Sand Hill road Menlo Park, CA 94025 In addition, the founders of the company, David Drucker and Walter Segaloff along with various family members and related trusts, control inaggregate—aapproximately 22% of Wildblue voting stock, but none of those persons or entities individually.owns or votes a 10% or greater interest.

KaStar 73 Pro Forma Transfer of Control Exhibit B, page 1 of 2 EXxXHIBIT B PUBLIC INTEREST STATEMENT In 1997, the Comumission granted a single license to KaStar Satellite Communications Corp. ("KSCC") to construct, launch, and operate a Fixed—Satellite Service system operating at the 109.2° W.L. and the 73° W.L. orbital locations.‘ In 1998, KSCC sought and obtained Commission approval for a pro forma assignment that would split its licensed orbital locations between two wholly owned subsidiaries, KaStar 109.2 Acquisition, LLC ("KaStar 109.2") and KaStar 73 Acquisition, LLC ("KaStar 73)." At the time, KSCC believed that dividing its license in tl:liS way would give the company greater flexibility in future financing transactions. Wildblue Communications, Inc. ("Wildblue"), KSCC‘s new corporate name, has now concluded that its efforts to raise additional capital for the construction and operation ofits satellite system would be better served by re—consolidating its licenses into a single entity. . Accordingly, Wildblue proposes to merge KaStar 73 into KaStar 109.2 to reunite the license into its original configuration. It will also change the name of the surviving entity from KaStar 109.2 to WB Holdings 1 LLC in order to cénform it to the current name of its ultimate parent. The proposed transaction will serve the public interest by assisting Wildblue in its continuing efforts to raise capital for development of its satellite system. The proposed transfer is pro forma in nature because control of KaStar 73‘s license will remain with Wildblue, the present managing member of both KaStar 73 and I KaStar Satellite Communications Corp., 13 FCC Red. 1366 (Int‘l Bur. 1997). 2 See File No. SAT—ASG—19981218—00104. Those transactions were consummated on January 15, 1999.

KaStar 73 Pro Forma Transfer of Control Exhibit B, page 2 of 2 KaStar 109.2. Both before and after the merger, KaStar 109.2 will be a wholly owned subsidiary of Wildblue and managed solely by Wildblue. Therefore, pursuant to Section 25.119(c) of the Commission‘s rules, this action would constitute a non—substantial transfer of control. Because the application is pro forma, the parties respectfully request that it not be placed on public notice prior to grant so that it may be granted as expeditiously as possible." See, e.g., 47 U.S.C. §309(c)(2)(B) (no prior public notice requirement for radio license transfers that do not involve a substantial change in ownership or control); Satellite Transponder Leasing Corp., 7 FCC Red. 6341 (CCB 1992).


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