Attachment Exhibit A

This document pretains to SAT-LOI-20121226-00224 for Letter of Intent on a Satellite Space Stations filing.

IBFS_SATLOI2012122600224_979254

EXHIBIT A LETTER OF INTENT

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) ViaSat, Inc. ) ) File No. _________________ Letter of Intent for Authority to ) Access the U.S. Market Using a Non-U.S. ) Licensed Ka-Band Geostationary Fixed Satellite Service Satellite at the Nominal 79º W.L. Orbital Location LETTER OF INTENT VIASAT, INC. John P. Janka 6155 El Camino Real Elizabeth R. Park Carlsbad, CA 92009-1699 Amanda E. Potter LATHAM & WATKINS LLP 555 Eleventh Street, N.W. Suite 1000 Washington, D.C. 20004 (202) 637-2200 Counsel for ViaSat, Inc.

TABLE OF CONTENTS I. GRANT OF VIASAT’S LETTER OF INTENT WILL SERVE THE PUBLIC INTEREST......................................................................................................................... 1 A. Services to be Supported ........................................................................................ 3 II. DISCO II SHOWING – SECTION 25.137(A) .................................................................. 3 A. Effect on Competition in the United States ........................................................... 4 B. Spectrum Availability ............................................................................................ 5 1. Primary GSO FSS Allocations................................................................... 5 2. Secondary GSO FSS Allocations............................................................... 6 (i) 28.6-29.1 GHz ................................................................................ 6 (ii) 28.1-28.35 GHz .............................................................................. 6 3. Non-Conforming Spectrum Use ................................................................ 7 C. National Security, Law Enforcement, and Public Safety Matters ......................... 8 III. LEGAL AND TECHNICAL INFORMATION – SECTION 25.137(B) .......................... 9 A. Legal Qualifications ............................................................................................... 9 B. Technical Qualifications ........................................................................................ 9 IV. ADDITIONAL REQUIREMENTS – SECTION 25.137(D) ............................................ 9 A. Milestones and Bond Requirement ........................................................................ 9 B. Reporting Requirements ...................................................................................... 10 C. Spectrum Usage ................................................................................................... 10 D. Ownership Information ........................................................................................ 10 V. REQUEST FOR WAIVERS............................................................................................ 11 VI. WAIVER PURSUANT TO SECTION 304 OF THE COMMUNICATIONS ACT ...... 12 VII. CONCLUSION ................................................................................................................ 12 ATTACHMENT A – Technical Information to Supplement Schedule S

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) ViaSat, Inc. ) ) File No. _________________ Letter of Intent for Authority to ) Access the U.S. Market Using a Non-U.S. ) Licensed Ka-Band Geostationary Fixed ) Satellite Service Satellite at the Nominal 79º ) W.L. Orbital Location ) ) LETTER OF INTENT ViaSat, Inc. (“ViaSat”), pursuant to Section 25.137 of the Commission’s rules and the Commission’s Space Station Licensing Reform Order, 1 hereby files this Letter of Intent seeking to use a geostationary (“GSO”) satellite under authority of the government of the United Kingdom (the “VIASAT-3” satellite) to access the United States market using portions of the Ka band at the nominal 79° W.L. orbital location to provide fixed satellite service (“FSS”). ViaSat provides in this Letter of Intent information required by 47 C.F.R. § 25.137 for applicants seeking U.S. market access from non-U.S.-licensed spacecraft. Technical information relating to the proposed spacecraft is provided on Schedule S and in narrative form in the associated Attachment A, Technical Information to Supplement Schedule S (the “Technical Annex”). I. GRANT OF VIASAT’S LETTER OF INTENT WILL SERVE THE PUBLIC INTEREST ViaSat has previously demonstrated its qualifications as a Commission licensee of spacecraft and earth station networks. ViaSat has a long history and extensive expertise in providing and developing satellite communications technologies for both military and 1 See Amendment of the Commission’s Space Station Licensing Rules and Policies, 18 FCC Rcd 10760, at ¶ 294 (2003) (“Space Station Licensing Reform Order”).

commercial uses. ViaSat is a major producer of VSAT communications systems and has proven itself to be an innovator in satellite communications by improving the performance and bandwidth efficiency of satellite networks while reducing their costs. In addition, ViaSat is currently a leading provider of satellite-based broadband services to consumer, enterprise, and government users. ViaSat’s broadband satellite network provides service throughout the United States. Grant of this application will serve the public interest in several important respects. ViaSat seeks to expand the capacity of its broadband communications network in the United States using Ka-band spectrum resources at an additional orbital location. The launch of ViaSat-1 last year has enabled ViaSat to deliver fast and reliable satellite broadband service to residential and business consumers, particularly those in unserved and underserved areas, and also to provide a competitive alternative to less robust and less efficient broadband technologies. More specifically, ViaSat’s new Exede® service has revolutionized the broadband industry by offering speeds of up to 12/3 Mbit/s, and is winning customers from terrestrial competitors. 2 The deployment of this spacecraft would further the Commission’s goals of enhancing competition and promoting the growth and development of cost-effective broadband services throughout the United States. The proposed spacecraft will expand the capacity of the ViaSat network that provides Exede® service, and thus facilitate the continued growth and development of competitive broadband services, while also promoting job opportunities and economic recovery. 3 2 See Letter to FCC from ViaSat, Inc. WC Docket No. 10-90, Att. at 6-8 (Sep. 19, 2012). 3 See Comments of ViaSat, Inc., Connect America Fund, WC Docket No. 10-90 at 12 (Apr. 18, 2011), including Exhibit A, Dr. Charles L. Jackson, Satellite Service Can Help to Effectively Close the Broadband Gap (Apr. 18, 2011) (“Jackson Paper”). 2

A. Services to be Supported The proposed spacecraft is intended to provide a wide array of communications services to meet the two-way communications needs of individual and commercial users in the United States. Specifically, the proposed spacecraft will help satisfy the continuing demand for high-speed, high-capacity broadband access, particularly in areas that are difficult to reach, or cannot be efficiently served, using terrestrial technologies. ViaSat’s deployment of this additional broadband satellite would allow ViaSat to increase the overall capacity of its satellite broadband network, thereby supporting the expected increase in broadband usage by end-users, the demand for faster broadband speeds, and the ability to support additional broadband subscribers. 4 All of the capacity on the proposed satellite will be provided on a non-common carrier basis. 5 ViaSat has demonstrated its commitment to developing technologies that make the most efficient use of spectrum, responding to customers’ expanding needs for greater broadband bandwidth and capacity. ViaSat’s proposed system will play a vital role in providing affordable high-data rate communications services and will efficiently employ underutilized Ka- band spectrum. As an innovative leader in the satellite communications market, ViaSat will continue to advance satellite technology and design to satisfy the ever-growing demand for broadband services. II. DISCO II SHOWING – SECTION 25.137(A) Because this spacecraft will operate under the authority of the government of the 4 See, e.g., Jackson Paper. 5 See Amendment to the Commission's Regulatory Policies Governing Domestic Fixed Satellites and Separate International Satellite Systems, 11 FCC Rcd 2429, at ¶¶ 46-50 (1996) (no longer a need to require domestic satellite licensees to provide capacity on a common carrier basis) (“DISCO I”). 3

United Kingdom, the Commission’s DISCO II framework applies to this Letter of Intent. 6 The DISCO II analysis includes consideration of a number of factors, such as the effect on competition in the United States, spectrum availability, eligibility requirements, technical requirements, national security, law enforcement, foreign policy and trade concerns. 7 Each of these factors weighs in favor of granting this Letter of Intent. A. Effect on Competition in the United States In DISCO II, the Commission established a rebuttable presumption that it will further competition in the United States to allow non-U.S. satellites authorized by WTO Members to provide services covered by the U.S. commitments under the WTO Basic Telecommunications Agreement. 8 The United Kingdom is a member of the WTO. Further, ViaSat seeks to use the requested spectrum to provide satellite services that are covered by the WTO Basic Telecommunications Agreement. 9 Accordingly, the presumption in favor of entry applies to this application. Allowing ViaSat to serve the United States with this spacecraft will help fulfill the promise of the WTO Basic Telecommunications Agreement with respect to satellite communications services. Grant of this Letter of Intent will enhance competition in the United States for satellite service by permitting ViaSat to expand the available capacity of its satellite broadband network. Grant of this Letter of Intent thus would improve service quality, increase 6 See Amendment of the Commission’s Regulatory Policies to Allow Non-U.S. Licensed Satellites Providing Domestic and International Service in the United States, 12 FCC Rcd 24094, at ¶¶ 30-49 (1997) (“DISCO II”). 7 See, e.g., Telesat Canada, Petition for Declaratory Ruling for Inclusion of Anik F2 on the Permitted Space Station List, Petition for Declaratory Ruling to Serve the U.S. Market Using Ka-band Capacity on Anik F2, 17 FCC Rcd 25287, at ¶ 6 (2002). 8 DISCO II, at ¶ 39; see also 47 C.F.R. § 25.137(a)(2). 9 ViaSat does not seek authority to provide direct-to-home (“DTH”), direct broadcast satellite (“DBS”), or digital audio radio service (“DARS”) in the United States. 4

broadband service options, and foster technological innovation. The Commission consistently has relied on these same public interest benefits in granting similar requests. 10 B. Spectrum Availability This Letter of Intent proposes to access the U.S. market using the 18.3-19.3 GHz, 19.7-20.2 GHz, 28.1-29.1 GHz and 29.5-30.0 GHz segments of the Ka-band. As demonstrated in the attached Technical Annex, no other satellite operates in those parts of the Ka-band at or within two degrees of the proposed orbital location. This request is fully consistent with the procedures set forth by the Commission in the Space Station Licensing Reform Order regarding processing of GSO-like services. 11 ViaSat seeks authority to access the U.S. market using spectrum (i) on a primary basis in the 18.3-18.8 GHz (downlink), 19.7-20.2 GHz (downlink), 28.35-28.6 GHz (uplink), and 29.5-30.0 GHz (uplink) bands; (ii) on a secondary basis in the 28.1-28.35 GHz (uplink) and 28.6- 29.1 GHz (uplink) bands; and (iii) on non-conforming basis in the 18.8-19.3 GHz (downlink) band. ViaSat requests a waiver of the U.S. Table of Frequency Allocations in Section 2.106 of the Commission’s rules in connection with the proposed operations in the 18.8-19.3 GHz band, which is designated for non-geostationary (“NGSO”) FSS operations. 12 1. Primary GSO FSS Allocations In the 18.3-18.8 GHz (downlink), 19.7-20.2 GHz (downlink), 28.35-28.6 GHz (uplink), and 29.5-30.0 GHz (uplink) band segments designated for the GSO FSS on a primary basis, the spacecraft will comply with the uplink off-axis EIRP density and downlink PFD levels 10 See, e.g., Digital Broadband Applications Corp., 18 FCC Rcd 9455 (2003); Pegasus Development Corp., 19 FCC Rcd 6080 (2004); DIRECTV Enterprises, LLC, Request for Special Temporary Authority for the DIRECTV 5 Satellite, 19 FCC Rcd 15529 (2004). 11 See Space Station Licensing Reform Order, at ¶ 113. 12 See 47 C.F.R. § 2.106, n.NG165. 5

specified in Section 25.138 of the Commission’s rules. Therefore, the use of these frequencies will be compatible with adjacent satellite systems. 2. Secondary GSO FSS Allocations (i) 28.6-29.1 GHz The 28.6-29.1 GHz band is allocated to the NGSO FSS on a primary basis and GSO FSS on a secondary basis. As demonstrated by the Technical Annex, ViaSat’s proposed operations in the United States are compatible with NGSO use of this band segment, including the NGSO system to be operated by O3b Limited. 13 ViaSat will operate in this band segment in the United States consistent with its obligations of a secondary user of spectrum to avoid harmful interference into, and to accept any interference received from, primary users. Accordingly, ViaSat’s use of spectrum at 28.6-29.1 GHz is consistent with the Commission’s intended use of the secondary allocation for FSS in this band and with Commission precedent regarding use of these frequencies by GSO FSS systems. 14 (ii) 28.1-28.35 GHz The 28.1-28.35 GHz band is allocated for LMDS operations on a primary basis and FSS operations on a secondary basis. ViaSat intends to use spectrum in the 28.1-28.35 GHz band to support gateway-type uplink operations, which are consistent with the Commission’s intended use of the secondary allocation for FSS in this band. 15 The terminals operating on a 13 See FCC File No. SES-LIC-20100723-00952 (granted Sept. 25, 2012). 14 See, e.g., Hughes Network Systems, LLC, 26 FCC Rcd 8521, 8524-25 (2011) (authorizing GSO use of Ka-band NGSO spectrum); Northrop Grumman Space & Mission Systems Corporation, 24 FCC Rcd 2330, 2357-2360 (2006) (same). 15 See Rulemaking to Amend Parts 1, 2, 21, and 25 of the Commission's Rules to Redesignate the 27.5-29.5 GHz Frequency Band, To Reallocate the 29.5-30.0 GHz Frequency Band, To Establish Rules and Policies for Local Multipoint Distribution Service and for Fixed Satellite Services, 12 FCC Rcd 12545, at ¶ 45 (1998) (“At 27.5 – 28.35 GHz we designate 850 MHz for LMDS on a primary basis. GSO/FSS … will be permitted on a non-interference basis … for the purpose of providing limited gateway- type services.”). 6

secondary basis will employ interference mitigation techniques, such as shielding, to avoid interference into LMDS stations. The applications for those earth stations will include a technical analysis demonstrating that the proposed operations will not cause harmful interference into any licensed LMDS spectrum user. 16 The Commission has previously authorized secondary FSS operations in this band, thus recognizing that such operations successfully may coexist with LMDS operations. 17 ViaSat’s proposed operations in the U.S. are consistent with the obligations of a secondary user of spectrum to avoid harmful interference into, and to accept any interference received from, primary users. 18 3. Non-Conforming Spectrum Use In the United States, the 18.8-19.3 GHz band currently is designated for NGSO downlink operations, without a current secondary allocation for GSO FSS downlinks. 19 ViaSat therefore requests a waiver of Section 2.106 of the Commission’s rules, and specifically footnote NG165 thereto, to permit ViaSat to operate its GSO FSS downlinks in this band segment on a non-conforming basis. As demonstrated by the Technical Annex, ViaSat’s proposed operations in the United States are compatible with NGSO use of this band segment, including the NGSO system to be operated by O3b Limited. 20 ViaSat will operate in this band segment in the United 16 See Teledesic Corporation, 14 FCC Rcd 2261, at ¶ 19 (1999) (recognizing that in granting space station authority in the LMDS band, issues regarding how earth stations would successfully operate on a secondary, non-interference basis should be resolved as part of future earth station applications). 17 See, e.g., Amended Letter of Intent of ViaSat, Inc., IBFS File No. SAT-AMD-20080623- 00131 (granted Aug. 18, 2009); see also ViaSat Earth Station IBFS File No. SES-LIC- 20110211-00150, as amended, Call Sign E110015 (granted Oct. 21, 2011). 18 O3b is authorized to operate an earth station in Hawaii on a secondary basis in the 28.1- 28.35 GHz band segment. See FCC File No. SES-LIC-20100723-00952 (granted Sept. 25, 2012). As explained in the Technical Annex, ViaSat’s proposed operations in the 28.1-28.35 GHz band in the U.S. are compatible with NGSO use of this band segment. 19 47 C.F.R. § 2.106, n.NG165. This is allocated outside of the U.S. to GSO FSS and NGSO FSS on a co-primary basis. 20 See FCC File No. SES-LIC-20100723-00952 (granted Sept. 25, 2012). 7

States consistent with the obligations of a non-conforming user of spectrum to avoid harmful interference into, and to accept any interference received from, both primary and secondary users. The Commission has granted similar waivers in the past for GSO FSS operations in this frequency band. 21 Ample good cause continues to exist for granting such a waiver. 22 As noted above, ViaSat seeks to use the proposed spacecraft to supplement the capacity of its existing satellite broadband network. Grant of this waiver thus would allow ViaSat to increase the overall capacity of its satellite broadband network, thereby supporting the expected increase in broadband usage by end-users, the demand for faster broadband speeds, and the ability to support additional broadband subscribers, and thereby facilitating competition as well. 23 Moreover, grant of the requested waiver would stimulate the use of spectrum that currently is woefully underutilized. C. National Security, Law Enforcement, and Public Safety Matters Grant of this Letter of Intent is consistent with U.S. national security, law enforcement, and public safety considerations. The satellite’s authorization from the United Kingdom is held by ViaSat Satellite Holdings Ltd., a direct, wholly owned subsidiary of ViaSat. ViaSat has a long history of providing satellite communication service to U.S. government and military users. 21 See note 14, supra. 22 47 C.F.R. § 1.3. See also WAIT Radio v. FCC, 418 F.2d 1153, 1157 (D.C. Cir. 1969) (Waiver is appropriate when grant “would better serve the public interest than strict adherence to the general rule.”); Fugro-Chance, Inc., 10 FCC Rcd 2860, at ¶ 2 (1995) (Waiver of the U.S. Table of Allocations is appropriate “when there is little potential for interference into any service authorized under the Table of Frequency Allocations and when the non-conforming operator accepts any interference from authorized services.”). 23 See Section I.A, supra. 8

III. LEGAL AND TECHNICAL INFORMATION – SECTION 25.137(B) A. Legal Qualifications ViaSat’s legal qualifications are set forth in this Letter of Intent and in the attached Form 312. Specifically, the Letter of Intent and attached Form 312 demonstrate ViaSat’s satisfaction of the applicable requirements for space station applicants set forth in Section 25.114 of the Commission’s rules. 24 As noted above, ViaSat holds several Commission licenses, and its legal qualifications are a matter of record before the Commission. B. Technical Qualifications Included with this Letter of Intent are the Technical Annex (including an orbital debris mitigation showing) and Schedule S with the required Part 25 technical information. As discussed in further detail in the Technical Annex, in order to reduce the risk of in-orbit collisions with other satellites located at the same nominal location, ViaSat proposes to operate at an offset location to eliminate any station-keeping volume overlap with other satellites. No ground spare is currently planned. IV. ADDITIONAL REQUIREMENTS – SECTION 25.137(D) A. Milestones and Bond Requirement ViaSat plans to implement the spacecraft in compliance with the Commission’s milestones established in the Satellite Licensing Reform Order: 25 (i) execute a binding contract for construction of the spacecraft within one year of grant of authority; (ii) complete the Critical Design Review for the spacecraft within two years; (iii) commence physical construction within three years; and (iv) launch the satellite and begin operations within five years. ViaSat acknowledges that it also will be subject to the bond requirement for GSO satellites. 24 See 47 C.F.R. § 25.114. 25 See 47 C.F.R. § 25.137(d)(4). See also Space Station Licensing Reform Order, at ¶ 311. 9

B. Reporting Requirements ViaSat will comply with all applicable reporting requirements for the spacecraft. C. Spectrum Usage Simultaneously with this application, ViaSat is also seeking U.S. market access for another satellite to be operated under the authority of the United Kingdom. ViaSat has no other pending or granted spectrum reservation requests involving unbuilt spacecraft to which the limits of Section 25.137(d)(5) of the Commission’s rules would apply. D. Ownership Information ViaSat is a Delaware corporation and a publicly traded company headquartered at 6155 El Camino Real, Carlsbad, California 92009. As a publicly traded company, the stock of ViaSat is widely held. Based on publicly available SEC filings, the following entities and their respective affiliates beneficially owned 10 percent or more of ViaSat’s voting stock as of December 11, 2012: Beneficial Owner Citizenship Voting Percentage The Baupost Group, L.L.C. Massachusetts 23.69% 10 St. James Avenue Suite 1700 Boston, MA 02116 FPR Partners LLC Delaware 13.10% 199 Fremont Street 25th Floor San Francisco, CA 94105- 2261 No other stockholders are known to hold 10 percent or more of ViaSat’s voting stock. The following are the officers and directors of ViaSat, all of whom can be reached c/o ViaSat, Inc., 6155 El Camino Real, Carlsbad, CA 92009. 10

Directors Mark D. Dankberg, Chairman, CEO Dr. Robert W. Johnson B. Allen Lay Dr. Jeffrey M. Nash John P. Stenbit Harvey P. White Officers/Senior Management Mark D. Dankberg, Chairman, CEO Richard A. Baldridge, President, COO Shawn Duffy, VP Corporate Controller, Chief Accounting Officer, CFO Kevin Harkenrider, Sr. VP – Broadband Services H. Stephen Estes, VP Government Systems and Human Resources Steven R. Hart, VP Chief Technical Officer Keven Lippert, VP General Counsel, Secretary Mark J. Miller, VP Chief Technical Officer John Zlogar – VP Commercial Networks V. REQUEST FOR WAIVERS In addition to the waiver of the U.S. Table of Frequency Allocations discussed above, ViaSat requests a technical waiver of the cross-polarization isolation requirement in Section 25.210(i) of the Commission’s rules. More specific information supporting this waiver requests is contained in the Technical Annex at Section A.16. In addition, ViaSat requests a limited waiver of Section 25.114(c) of the Commission’s rules, which requires certain information to be filed in the Schedule S. ViaSat understands that it is currently not feasible to embed in the Schedule S form the large number of GXT files that ViaSat is providing with this application. 26 Accordingly, ViaSat is instead: (i) e- mailing these files to IBFSINFO@fcc.gov, pursuant to instructions provided on FCC Form 312; and (ii) filing these GXT files as an attachment to the application, in ZIP format. Therefore, 26 See Application of SkyTerra Communications, Inc., IBFS File No. SAT-LOA-20050214- 00038, Attachment A at 34 (granted Apr. 19, 2005). 11

ViaSat requests a waiver of Section 25.114(c) and any other rule waiver necessary to permit the submission of the GXT files in this alternative manner. VI. WAIVER PURSUANT TO SECTION 304 OF THE COMMUNICATIONS ACT In accordance with Section 304 of the Communications Act of 1934, as amended, ViaSat hereby waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise. VII. CONCLUSION For the foregoing reasons, granting ViaSat’s Letter of Intent seeking to access the United States using the proposed Ka-band satellite under the authority of the United Kingdom will serve the public interest, convenience, and necessity. ViaSat respectfully requests that the Commission promptly grant this Letter of Intent. Respectfully submitted, /s/ John P. Janka Elizabeth R. Park Amanda E. Potter LATHAM & WATKINS LLP 555 Eleventh Street, N.W. Suite 1000 Washington, D.C. 20004 Telephone: (202) 637-2200 Counsel for ViaSat, Inc. 12


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Document Modified: 2012-12-26 13:51:24
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