Attachment application.pdf

This document pretains to SAT-T/C-19990727-00080 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC1999072700080_1161634

CoupErRt BRoTHERS new york HO CHI MINK CITY PARIS HANOL ATTORNEYS AT LAW WaASHiNGToN BERLIN LONDON DENVER 1627 | STREET, N.W. BRUSSELS ST. PETERsBuRG SUITE 1200 HONG KONG MONTREAL WASHINGTON, DC 20006 SINGAPORE ALMATY SAN FRANCISCO PALO ALTO BEIJING FRANKFURT ._SYDNEY MEXICO CY 5 ANGELES ASSOCIATED OFFICE 3 January 2000 SAN JOSE rios rerrer y GUILLEN—LLARENA, S.C. Tokyo BUDAPEST moscow AsSsociaTep orfice BANGKOK nagy &s TRocsAnv Gervépi iropa Ms. Magalie Roman Salas Secretary Federal Communications Commission 445 12"" Street, S.W. TW—A325 Washington, D.C. 20554 Re: Application for Consent to Transfer Control of NetSat 28 Company, L.L.C., File No. SAT—T/C—19990727—00080 Dear Ms. Roman Salas: Enclosed please find an original and four (4) copies, plus a stamped and return copy, of Pacific Century Group, Inc.‘s Petition to Deny in the above—referenced pleading, which has been served on those parties included in the attached service list. Please contact me at (202) 736—1809 if you have any questions concerning this filing. Sincerely, /e{ Y / T'éra Kalagher Giunta Counsel to Pacific Century Group, Inc. WASHINGTON 210101v1

Before the FEDERAL COMMUNICATIONS COMMISSIO Washington, D.C. 20554 In the Matter of ) ) NetSat 28 Company, L.L.C. ) SAT—T/C—19990727—00080 ) Application for Consent to ) Transfer Control ) PETITION TO DENY Pacific Century Group, Inc. ("PCG"), by its attorneys, pursuant to Section 25.154(a) of the Rules of the Federal Communications Commission ("FCC" or "Commission"), 47 C.F.R. §25.154(a) (1998), hereby submits this Petition to Deny the request by NetSat 28 Company, L.L.C. ("‘NetSat") for consent to transfer control of the company and the associated geostationary, Ka—band fixed satellite service license to EMS Technologies, Inc. ("EMS") and the amendment thereto. NetSat‘s amendment to its proposed transfer of control does not change the fact that it did not meet its milestone requirement to begin construction of its satellite by May 1998, as required by its license‘. Therefore, as stated in PCG‘s Petition to Deny filed on 24 September 1999, PCG restates its position that the Commission should declare NetSat‘s license null and void. Further, without a valid license, NetSat‘s pending transfer of control request, in whatever form it may now take, should be declared moot. 1 NetSat 28 Company, L.L.C., Order and Authorization, 13 FCC Red 1392 (1997) ("NetSat Order and Authorization"). WASHINGTON 210075v1

1. BACKGROUND PCG is one of ten parties which submitted applications by 22 December 1997 —— or in the case of PCG, a letter of intent ("LOT") —— to provide service to the United States market as part of a second Ka—band processing round. Efforts by the applicants to develop a proposed orbital deployment plan are being severely hamperéd by a shortage of unassigned orbital locations in certain parts of the geostationary orbital arc. That shortage is particularly acute within the orbital arc suitable for service to the contiguous United States ("CONUS"). NetSat received its assignment to a prime CONUS orbital location in May 1997 as part of the initial round of geostationary Ka—band licensing by the Commussion. In its licensing order, the FCC instructed NetSat to commence construction of its satellite by May 1998 and to launch the spacecraft by May 2002. In the NetSat Order and Authorization, the Commission pointed out that ". . .unless extended by the Commission for good cause shown, this authorization shall become NULL AND VOID in the event the space station is not constructed, launched and successfully placed into operation in accordance with the technical parameters and terms and conditions of the authorization" by the aforementioned dates." NetSat‘s amendment was filed on October 7, 1999, while the pleading cycle was still running for public comments on its first proposal to transfer control of its geostationary Ka—band satellite license to EMS. The Commission only placed NetSat‘s amendment on public notice on December 23, 1999 and requested that comments by filed January 3, 2000. PCG, one of several parties which participated in the first pleading round, incorporates by reference its Petition to Deny" 2 NetSat Order and Authorization, 13 FCC Red at 1403 (emphasis in original). 3 Petition to Deny of Pacific Century Group, In the Matter of NetSat 28 Company, L.L.C., Footnote continued on next page. WASHINGTON 210075v1

and its Reply to Consolidated Opposition to Petitions to Deny* in that earlier phase of this proceeding. All of the issues addressed therein are still relevant because the nature of the transfer of control in question has not fundamentally changed. II. NETSAT‘S AMENDMENT IS IRRELEVANT BECAUSE ITS LICENSE SHOULD BE DECLARED NULL AND VOID NetSat‘s amendment does not change the fundamental purpose of its deal with EMS, which is to transfer control of the company and the license to EMS. Nor does it change the fundamental flaw in that deal: NetSat‘s license is no longer valid, because NetSat failed to meet its construction milestone in May 1998. Tronically, NetSat admitted as much in its Opposition." There is no further issue that the Commission need address besides whether NetSat has failed to satisfy the terms ofits license, though NetSat might seek to throw up a smoke screen to cover its failure to do so. The FCC‘s strict construction milestone requirements are designed to ensure that licensees do not "warehouse" valuable spectrum and orbital resources. NetSat‘s poor track record and continuing lack of adequate funding even today, as well as shortages of spectrum and orbital locations is stymieing the progress of the second round geostationary Ka—band applicants. Therefore, its license should declared null and void. Application for Consent to Transfer Control, File No. SAT—T/C—199900727—00080 (24 September 1999). Reply to Consolidated Opposition to Petition to Deny of Pacific Century Group, In the Matter of NetSat 28 Company, L.L.C., File No. 19990727—00080 (15 October 1999). 5 Consolidated Opposition of NetSat 28 Company, L.L.C., In the Matter of NetSat 28 Company, L.L.C., File No. 19990727—00080 (7 October 1999), at 4. WASHINGTON 210075v1

IV. CONCLUSION The Commission should move quickly to revoke NetSat‘s license for failure to comply with the terms of its license. Moreover, the Commission should act quickly to investigate whether other first round geostationary Ka—band licensees have similarly failed to meet their construction milestone requirements and thus violated the terms of their licenses. PCG is encouraged by the fact that it understands that the Commission has sent letters to those first round Ka—band geostationary licensees that have tolling milestones to determine their status. It encourages the Commission to act quickly on any information it obtains which demonstrates that certain first round licensees have not met their license requirements. Second round applicants, including PCG, are anxious to bring broadband services to the American public. Their plans are being hampered, however, by licensees such as NetSat that are warehousing valuable spectrum and orbital locations. Respectfully submitted, PACIFIC CENTURY GROUP, INC. / l wal< V/[‘)? : V Tara K. Giunta t Coudert Brothers 1627 I Street, N.W. Suite 1200 Washington, D.C. 20006 Its Attorneys Date: 3 January 2000 WASHINGTON 210075v1

CERTIFICATE OF SERVICE I, A. Lynn Kimmel, hereby certify that on this 3rd day of January 2000, a true and correct copy of the foregoing "Reply to Consolidated Opposition to Petitions to Deny" was sent by first class U.S. mail, postage prepaid, to the following parties: Thomas S. Tycz* Mark J. Tauber Chief, Satellite and Radiocommunications Piper & Marbury, L.LP. Division, International Bureau 1200 19°" Street, N.W. Federal Communications Commission Suite 700 445 12th Street, SW. 6th Floor West Washington, D.C. 20036—2430 Washington, D.C. 20554 Counsel for EMS Technologies, Inc. Fern Jarmulnek* Chief, Satellite Policy Branch William S. Jacobs International Bureau Vice President and General Counsel Federal Communications Commission EMS Technologies, Inc. 445 12th Street, S.W. 6th Floor West 660 Engineering Drive Washington, D.C. 20554 Norcross, Georgia 30092 Jennifer Gilsenan* Bruce D. Jacobs Satellite Policy Branch Stephen J. Berman International Bureau David S. Konczal Federal Communications Commission Fisher Wayland Cooper 445 12th Street, S.W. 6th Floor West Leader & Zaragoza L.L.P. Washington, D.C. 20554 Suite 400 2001 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Julia Garcia* Satellite Engineering Branch Counsel for Pegasus Development Corp. International Bureau Federal Communications Commission 445 12th Street, S.W. 6th Floor West Mark A. Grannis Washington, D.C. 20554 Kelly S. McGinn Harris, Wiltshire & Grannis LLP Robert A. Mazer 1200 Eighteenth Street, N.W. Albert Shuldiner Washington, D.C. 20036 Vinson & Elkins L. L.P. The Willard Office Building Counsel for Celsat America, Inc. 1455 Pennsylvania Avenue, N.W. Washington, DC 20004 Counsel for NetSat 28 Company, L.L.C.

Gary M. Epstein John P. Janka Arthur S. Landerholm Michael J. Gyr Latham & Watkins 1001 Pennsylvania Avenue, N.W. Suite 1300 Washington, D.C. 20004 Counsel for Hughes Communications, Inc. /M/W A. Lynn Kimmel *via Hand Delivery

EXHIBIT AMENDMENT TO TRANSFER OF CONTROL APPLICATION

Vinson&¥Elkins ATTORNEYS AT LAW VINSON & ELKINS L.L.P. THE WILLARD OFFICE BUILDING 1455 PENNSYLVANIA AVE., N.W, Writer‘s Phone: (202) 639—6722 wWASHINGTON, D.C. 20004—1008 E—mail: ashuldiner@velawcom Writer‘s Fax: (202) 639—6604 TELEPHONE (202) 639—6500 Web: www.velaw.com FAX (202) 639—6604 October 7, 1999 Ms. Magalie Roman Salas Secretary Federal Communications Commission 445 Twelfth Street, S.W. Washington, D.C. 20554 Re: NetSat 28 Company, LL.C. File No. SAT—T/C—19990727—00080 Dear Ms. Salas: NetSat 28 Company, L.L.C. ("NetSat 28"), by its attorneys, hereby submits this amendment to its pending application for transfer of control. NetSat 28 is a licensee authorized to launch and operate a geostationary satellite in the Ka—band Fixed Satellite Service ("FSS"). NetSat 28 Company, LL.C., 13 FCC Red 1392 (1997). On July 27, 1999, NetSat filed an application for transfer of control. That application appeared on public notice on August 25, 1999. Public Notice, Report No. SAT—00024 (Aug. 25, 1999). This amendment provides details on the revised structure of the agreement between NetSat 28 and EMS Technologies, Inc. ("EMS"). Under this revised structure, EMS will also obtain a majority interest in NetSat 28. Thus, this amendment does not raise any issues not raised in the original transfer of control application. Nonetheless, this amendment provides the Commission with the more accurate description of the revised transaction. This application consists of FCC Form 312 plus revised versions of the exhibits attached to the original transfer application. A fee of $1,280 also accompanies this application. Any questions concerning this application should be directed to the undersigned. Respectfully submitted, Albert Shuldiner Counsel to NetSat 28 Company, L.L.C. Enclosures WASHINGTON, D.C. AUSTIN BEIJING DALLAS HOUSTON LONDON MOscow NEW YORK SINGAPORE

APPROVED 8y omB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION REMITTANCE ADVICE PAGE NO Or 1 LocksBox» 358210 paying by credit card, enter name as it appears on your card) {ootars ana cents) NetSat 28 Com L .L LINE NO. 1 73 Franklin Street LINE NO. 2 Annapolis MD finclude area code} COUNTRY CODE (if not in 410—268—6984 IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, C CTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 15 paying by credit card, enter name exactly as it appears on your {Include srea code} COUnTRY notin U.S.A.) COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORM 1 TvPE CODE D— PAYER TIN > 6]2 |4 713 |9 PLICANT TIN , Certify under penalty of perjury that the foregoing and supporting information (PRINT NamE) true and correct to the best of my knowledge, infomation and beliefSIGNATURE MONTH YEAR meparie we [CGC is charge my VISA or MASTERCARG _______> we semceis¥eutrartistonttt) narem dosermed.

FCC 312 ApprovesbyOB FCC Use om?' BsAvg.Barden Hous File Number: Main Form FEDERAL COMMUNICATIONS COMMISSION Per Response: 11 Hrs. Call Sign: APPLICATION FOR SATELLITE SPACE AND EARTH STATION AUTHORIZATiIONS Fee Numbe e Number:; APPLICANT INFORMATION 1. Legal Name of Applicant 2. Voice Telephone Number NetSat 28 Company, L.L.C. 410—268—6981 3. Other Name Used for Doing Business (if any) 4. Fax Telephone Number 410—268—0206 5. Mailing Street Address or P.O. Box 6. City 73 Franklin Street Annapolis 7. State / Country (if not U.S.A.) 8. Zip Code ATTENTION: Thomas W. Glynn Maryland 21401 9. Name of Contact Representative (If other than applicant) 10. Voice Telephone Number Albert Shuldiner 202—639—6722 11. Firm or Company Name 12. Fax Telephone Number Vinson & Elkins 202—639—6604 13. Mailing Street Address or P.O. Box 14. City 1455 Pennsylvania Avenue, N.W. Washington 15. State / Country (if not U.S.A) 16. Zip Code ATTENTION: D.C. 20004—1008 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 17a and only one box for 176. D b1. Application for License of New Station D b6. Transfer of Control of License or Registration D b2. Application for Registration ofNew D b7. Notification of Minor Modification [__] a1. Barth Station Domestic Receive—Only Station E b3. Amendment to a Pending Application [:] b8. Application for License ofNew Receive—Only Station Using Non—U.S. Licensed Satellite g] a2. Space Station D b4. Modification of License or Registration D 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 D 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 ofpending application: File No. 194—SAT—P/LA—95 July 28, 1999 SAT—T/C—19990727—00080 FCC 312, Main Form — Page 1 February, 1998

TYPE OF SERVICE 20. NATURE OF SERVICE: This filing is for an authorization to provide or use the following type(s) ofservice(s): Place an "X" in the box(es) next to all that apply. a. Fixed Satellite [_] c. Radiodetermination Satellite [] e. Direct to Home Fixed Sateilite [_] b. Mobile Satellite [_] 4. Earth Exptoration Satellite [_] £ Digital Audio Radio Service [_] 2. Other (piease 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. N/A D a. Common Carrier E b. Non—Common Carrier D a. Using U.S. licensed satellites D b. Using Non—U.S. licensed satellites 23. If applicant is providing INTERNATIONAL COMMON CARRIER service, see instructions regarding Sec. 214 filings. Mark only one box. Are these facilities: yf /A [_] a. Connected to the Public Switched Network [_] b. Not connected to the Public Switched Network 24. FREQUENCY BAND(S): Place an "X" in the box(es) next to all applicable frequency band(s). [_] a C—Band 46 oH2) [_] b. Ku—Band (12/14 GHz) [X] c. Other (Please specify) Ka—band (20/30 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. [Z] a. Fixed Barth Station [_] b. Temporary—Fixed Barth Station [_] c. 12/14 GHz VSAT Network [_] d. Mobile Earth Station [{] e. Space Station [_] (CIETT,) If space station applicant, go to Question 27. 26. TYPE OF EARTH STATION FACILITY Mark only one box. N/A D a. Transmit/Receive D b. Transmit—Only D c. Receive—Only PURPOSE OF MODIFICATION OR AMENDMENT 27. The purpose of this proposed 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 [mlIJT[T[[1 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) authorization for transfer of control of licensee 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? YES If YES, submit the statement as requlyregi bI;IOSections 1.11)3‘:)8 and 1.1311 of the Commission‘s rules, 47 C.F.R. §§ 1.1308 and 1.1311, as an exhibit to this application. D &] 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. FCC 312, Main Form — Page 2 February, 1998

ALIEN OWNERSHIP 29. Is the applicant a foreign government or the representative of any foreign government? D YES PEI NO 30. Is the applicant an alien or the representative of an alien? [] ves 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 [] ves NO voted by aliens or their representatives or by a foreign government or representative 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 [ ves E] 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 @ 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 vEs @ 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 applicant ever been rg convicted of a felony by any state or federal court? If Yes, attach as an exhibit, an explanation of the circumstances. D YES No 38. Has any court finally adjudged the applicant, or any person directly or indirectly controlling the applicant, guilty of unlawfully D vES E 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 E No referred to in the preceeding two items? If Yes, attach as an exhibit, an explanation of the circumstances. 40. If the apFlicant is a corporation and is applying for a space station license, attach as an exhibit the names, addresses, and citizenship of those 5 l 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 ee Exhibit B 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 D 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 provideservice in the United States? [ ves K] no If yes, answer 42b and attach an exhibit providing the information specified in 47 C.F.R. § 25.137, as appropriate. If no, proceed to question 43. 42b. What administration has licensed or is in the processof licensing the space station? If no license will be issued, what administration has coordinated oris in the process of coordinating the space station? U.S. FCC 312, Main Form — Page 3 February, 1998

43. Description. (Summarize the nature of the application and the services to be provided). By this application, NetSat 28 Company, L.L.C. seeks to amend its pending application for Commission authorization for a transfer of control whereby EMS Technologies, Inc. will obtain a controlling interest in NetSat 28. Exhibit No. ify all exhibits that are attached to this Ownership Information CERTIFICATION The Applicant 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, and requests an authorization in accordance with this application. The applicant certifies that grant of this appfication would not cause the applicant to be in violation of the spectrum aggregation limit in 47 CFR Part 20. All statements made in exhibits are a material part hereof and are incorporated herein as if set out in full in this application. The undersigned, individually and for the applicant, hereby certifies that all statements made in this application and in all attached exhibits are true, complete and correct to the best of his or her knowledge and belief, and are made in good faith. 44. Applicant is a (an): (Place an "X" in the box next to applicable response.) Limited Liabilit [_] a. Individual [_] b. Unincorporated Association [_] c. Partnership [_] d. Corporation [_] e. Governmental Entity [X {i’gg;zrspecity) Company 9 45. Typed Name of Person Signing 46. Title of Person Signing Thomas W. Glynn Chief Executive Officer 47. Signature % % é 2 48. Damlo/6/77 WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT gU.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, ection 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503). FCC 312, Main Form — Page 4 February, 1998

EXHIBIT A DESCRIPTION OF TRANSACTION NetSat 28 seeks Commission authorization for transfer of control to permit EMS Technologies, Inc. ("EMS") to obtain a controlling interest in the Company. NetSat 28 currently holds an authorization in the Ka—band geostationary orbit ("GSO") Fixed Satellite Service ("FSS") to launch and operate a satellite at 95°W.L. Approval of this transaction will provide NetSat 28 with additional technical and financial resources to ensure the success of its satellite system. Background on NetSat 28 NetSat 28 is a limited liability company established in 1995 to commercialize innovative optical switching technology for satellite applications. NetSat 28 is currently owned by three entities: (i) dbX Second Corporation, an entity ultimately owned and controlled by David A. Bayer, (ii) Geo Licensing Company, L.L.C. ("GLC"),‘ an entity ultimately controlled by Thomas W. Glynn, and (iii) Hellman & Friedman Capital Partners III, L.P. ("HFCP III"), an investment fund. The core technology for the NetSat 28 system was developed by Mr. Glynn. The initial satellite design and subsequent technical design work has been managed by the technical team at Glynn Scientific, Inc. ("GSI"), another compariy controlled by Mr. Glynn. Proposed Transaction The transfer of ownership in NetSat 28 will take place in a two—step transaction occurring at the same time. First, the ownership interests in NetSat 28 held by all three of the current members will be redeemed or transferred to Nation Net, L.L.C. ("Nation Net"), making NetSat 28 a wholly— owned subsidiary ofNation Net. Nation Net is owned by GLC. Mr. Glynn owns 60% of GLC. Mr. NetSat 28‘s license refers to a company named GeoPhone Licensing Company, L.L.C. The correct name of the entity is Geo Licensing Company, L.L.C.

2. Glynn also holds an indirect interest in Nation Net through his 31% interest in GSI, which owns 13% of GLC. Neither Mr. Bayer nor HFCP III will have an ownership interest in Nation Net. Second, 50.1% of Nation Net‘s membership interest in NetSat 28 will be transferred to EMS in return for cash and other investments EMS is making in NetSat 28. Nation Net will retain the other 49.9% ownership interest in NetSat 28. Mr. Glynn will serve as both Chief Technology Officer of NetSat 28 and as a director of the company. GSI will continue to provide technical design work under its existing contract with NetSat 28. Based on NetSat 28‘s achievement of certain performance goals, EMS may increase its interest in NetSat 28 in stages up to 95.1% ownership of the Company. EMS will grant Nation Net stock in EMS in return for EMS acquiring any portion of this additional block of NetSat 28 stock. Background EMS, a publicly traded Nasdaq company, designs, manufactures and markets products that are important to a wide range of wireless communications applications. EMS‘ Space and Electronics division manufactures custom—designed, highly engineered hardware for use in spaée and satellite communications, radar, surveillance and military countermeasures. The company‘s satellite system expertise includes the manufacture of beam forming networks for antenna control, switches, satellite bus products, aeronautical antennas and ground terminal products. In January 1999, EMS acquired the Satellite Products business of Spar Aerospace Limited. That business included the design and manufacture of complete payload systems as well as several product lines for satellites focused on antennas, rf products, power converters and digital products. The expertise of both EMS‘ Space and Electronics division and the former Spar Satellite Products business will be available to support development of NetSat 28‘s satellite system.

PROPOSED OWNERSHIP STRUCTURE Thomas W. Glynn 31% Y¥ Glynn Scientific, 60% ° Inc. 13% Y¥ Geo Licensing a 1 Public Shareholders Company, L.L.C. to 12% i Nation Net, L.L.C. |— 2 2 m EMS Technologies, Inc. 49.9% (potentially 50.1% (potentially decreasing to 4.9%) increasing to 95.1%) NetSat 28 Company, L.L.C.

EXHIBIT B OWNERSHIP OF EMS TECHNOLOGIES, INC. No person (other than Depositary Trust Company as nominee for "street name" shareholders) currently is the record owner of 10% or more of the common stock of EMS Technologies, Inc., and EMS does not know of any person who holds beneficial economic ownership of or the power to vote 10% or more of such stock. The investment advisory firm of Kopp Investment Advisors, Inc., 6500 Wedgewood Road, Maple Grove, MN 55311, has reported to EMS that it holds discretionary trading authority with respect to shares of common stock held in accounts of its clients, aggregating 15.6% of the outstanding common stock, but does not have the power to vote such shares. The following list identifies the officers and directors of EMS Technologies: Name/Address Position Alfred G. Hansen Director 4609 Chattahoochee Crossing Marietta, GA 30067—4769 Jerry H. Lassiter Director 48 Hickory Hollow Winder, GA 30680 John B. Mowell Director 814 Live Oak Plantation Road Tallahassee, FL 32312

2. Don T. Scartz Director, Senior Vice President and 2455 Roxburgh Drive Chief Financial Officer, Treasurer Roswell, GA 30076 Thomas E. Sharon Chairman of the Board, President and CEO 305 Briton Park Court Duluth, GA 30097 Norman E. Thagard Director 502 North Ride Tallahassee, FL 32303 John J. Farrell, Jr. Senior Vice President; Group President, 1803 Ballybunion Drive Wireless Products Group Duluth, GA 30136 William S. Jacobs Vice President and General Counsel 2041 Starfire Drive, N.E Atlanta, GA 30345—3961 Jeffrey A. Leddy Vice President 210 Chessgate Court Alpharetta, GA 30202 Gerald S. Bush Vice President and General Manager, 1659 Burgundy Canadian Space & Electronics Division St. Lazare, Quebec J7T 2C1 Paul R. Cox Vice President and General Manager, 9490 Dominion Way Atlanta Space & Electronics Division Alpharetta, GA 30202 James T. Grosch Vice President and General Manager, 625 Wintergate Ct Infrastructure Products Division Alpharetta, GA 30202 Neilson A. Mackay Vice President and General Manager, 625 1025 Grenon Ave SATCOM Division Ottawa, Ontario, K2B 885 Terry W. Hopkins Controller Space & Electronics Group — Atlanta 5029 Gunners Run Roswell, GA 30075

—3. Roberta K. Lowry Controller of Wireless Products Group 4523 Forest Peak Circle Marrietta, GA 30066 Pierre C. Bertrand Controller, EMS Technologies Canada, Ltd 3260 Carriage Hill Place Gloucester, Ontario KI1T 3X6 Philippe Quenneville Vice—President, Finance and Administration 15A Winchester Space and Electronics Group — Canada Westmount, Quebec H3Z 1H9

EXHIBIT DECLARATION OF THOMAS W. GLYNN

DECLARATION I, Thomas W. Glynn, hereby declare as follows: 1. I am Chief Executive Officer of NetSat 28 Company, L.L.C. ("NetSat 28"). 2. I have been personally involved in NetSat 28‘s affairs since the NetSat 28 was formed in 1995. I personally have supervised NetSat 28‘s development efforts since the first quarter of 1998. I have first hand knowledge of the discussions NetSat 28 has held with potential investors, strategic partners and vendors since that time. I have supervised the negotiations with NetSat 28‘s owners for redemption of their ownership interests and with EMS Technologies, Inc. for investment in NetSat 28. I have reviewed the foregoing Joint Opposition and verify the facts about NetSat 28 contained therein are true and correct to the best of my knowledge. Thomas W. Glyna Date: October 6, 1999

EXHIBIT C DECLARATION OF WILLIAM S. JACOBS

DECLARATION I, William S. Jacobs, hereby declare as follows: 1. I am Vice President and General Counsel of EMS Technologies, Inc. ("EMS"). 2. I have been involved personally in the negotiations between EMS and NetSat 28 and in EMS‘ review of the NetSat 28 system. 3. I have personal knowledge of EMS* business plans concerning NetSat 28. 4. I have reviewed the Joint Opposition with which this Declaration is ‘ submitted, and I verify that the factual statements about EMS contained therein, and specifically the factual statements contained in Section IL.B, zdeff are true and correct to the best of my knowledge. lliam S J'acob/ Date: October 7, 1999

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 7th day of October, 1999, a true and correct copy of the foregoing CONSOLIDATED OPPOSITION was served via hand delivery, upon the following: Stephen J. Berman Mr. Thomas S. Tycz Fisher Wayland Cooper Chief, Satellite and Radiocommunications Leader & Zaragoza L.L.P. Division, International Bureau Suite 400 Federal Communications Commission 2001 Pennsylvania Avenue, N.W. 445 Twelfth Street, S.W., 6th Floor West Washington, D.C. 20006 Washington, D.C. 20554 Counsel for Pegasus Development Corp. Ms. Cassandra Thomas International Bureau Kelly S. McGinn Federal Communications Commission Harris, Wiltshire & Grannis LLP 445 Twelfth Street, S.W., 6th Floor 1200 Eighteenth Street, N.W. Washington, D.C. 20554 Washington, D.C. 20036 Ms. Jennifer Gilsenan Counsel for Celsat America, Inc. Satellite Policy Branch International Bureau Tara K. Giunta Federal Communications Commission Coudert Brothers 445 Twelfth Street, S.W., 6th Floor 16271 I Street, N.W. ington, D.C. 20554 Suite 1200 Washington, D.C. 20006 Counsel for Pacific Century Group, Inc. John P. Janka Latham & Watkins 1001 Pennsylvania Avenue, N.W. Suite 1300 Washington, D.C. 20004 Counsel for Hughes Communications, Inc.


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