Attachment 1.65 notification

1.65 notification

Section 1.65 Notification submitted by Hogan & Hartson LLP

1.65 notification

2009-09-01

This document pretains to SES-ASG-20090807-00974 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2009080700974_738283

HOGAN & Colmbese . HARTSON mesthooncavose. +1.202.637.5600 Tel +1.202.637.5910 Fax www.hhlaw.com September 1, 2009 FILED/ACCEPTED fififffis’;‘ Hastings <rp — 1 2009 +1.202.637.5767 kahastings@hhlaw.com Federal Communications Commission BY HAND DELIVERY Office of the Secretary RECEIVED Ms. Marlene H. Dortch Secretary SEP 0 9 2003 Federal Communications Commission . 445 12th Street, S.W. 'nfate”{te Division Washington, D.C. 20554 ernational Bureay RE: File Nos. SES—T/C—20090724—00916 (Lead Call Sign EO0O0322), SES—T/C—20090724—00941 (Lead Call Sign E890254), SES—T/C—20090724—00917 (Call Sign E£860551), SES—ASG—20090807—00973 (Call Sign E£890253), and SES—ASG—20090807—00974 (Lead Call Sign £890383) Notification of Americom Government Services, Inc. pursuant to § 1.65 Dear Ms. Dortch: Americom Government Services, Inc. ("AGS"), by its attorneys and pursuant to Section 1.65 of the Commission‘s rules, hereby updates its above—referenced pending applications and notification to reflect a recent minor corporate reorganization that eliminated certain intermediate entities in the AGS ownership chain. The change affects the information previously provided in the above—referenced pending proceedings in exhibits to FCC Form 312. Revised exhibits are attached to this letter. Please direct any questions regarding this submission to the undersigned. Respectfully submitted, mt iR i. Karis A. Hastings Counsel for Americom Government Services, Inc. Attachments

Revised Exhibit E for File Numbers: SES—T/C—20090724—00916 (Lead Call Sign E000322) SES—T/C—20090724—00941 (Lead Call Sign £890254)

FCC Form 312 Exhibit E Page 1 of 5 Exhibit E: Response to Item A20 OWNERSHIP AND CONTROL OF AMERICOM GOVERNMENT SERVICES, INC. By this application, Americom Government Services, Inc. ("AGS") and SES Americom, Inc. ("SES Americom," and with AGS, the "Parties") seek Commission consent to the transfer of control of earth station authorizations held by AGS. The transfer of control will take place pursuant to an agreement (the "Proxy Agreement") to be executed by the Parties and certain affiliated entities with the U.S. Department of Defense ("DoD") acting through the Defense Security Service ("DSS"). The Proxy Agreement will give designated individuals (the "Proxy Holders") the right to direct the management and operation of AGS. The Proxy Agreement will not change the ownership of AGS: AGS is and will remain a wholly—owned subsidiary of SES Americom. Information regarding the control and ownership of AGS under the Proxy Agreement is provided in this Exhibit. Control of AGS Pursuant to the Proxy Agreement The Proxy Agreement has been negotiated in accordance with the National Industrial Security Program Operating Manual ("NISPOM") to meet DoD‘s national security objectives. AGS holds a Facility Security Clearance and has contracts with agencies of the U.S. Government that include contracts involving sensitive and classified information. The NISPOM specifies that entities with Facility Security Clearances must be insulated from foreign ownership, control and influence, and entities under foreign control are typically prohibited from having access to classified information. The Proxy Agreement addresses these issues by providing for control of AGS by individuals who are independent of SES Americom and its affiliates. Terms of the Proxy Agreement: The Proxy Agreement provides for the initial designation of three Proxy Holders by SES Americom who must meet specified qualifications and be approved by DSS. The three initial Proxy Holders that have been designated are Billy J. Bingham, Richard D. Parlow, and Kenneth A. Minihan. Biographical information regarding these individuals is provided below. Pursuant to the Proxy Agreement, the Proxy Holders and their successors are designated as SES Americom‘s attorneys in fact to vote and exercise all rights and powers of SES Americom as shareholder of AGS. In so doing, the Proxy Holders are entitled to exercise their sole and absolute discretion, employing their independent judgment. The Proxy Holders are to make decisions free of any control or influence from SES Americom or its affiliated entities. Contacts between AGS and SES Americom and its affiliates are restricted to those expressly permitted in the Proxy Agreement. Consent of SES Americom to decisions by the Proxy Holders is needed under the agreement only for specified extraordinary events. These include changes to AGS‘ charter documents affecting share issuance and capital stock; incurrence of indebtedness outside the ordinary course of business; a merger, consolidation, reorganization or dissolution of AGS; any material sale, lease or disposition of AGS assets, property or business or any material purchase of assets by AGS; and the declaration of bankruptcy.

FCC Form 312 Exhibit E Page 2 of 5 Once approved, the Proxy Holders can be removed by SES Americom only in limited circumstances for failure to perform their duties, and the consent of DSS to the removal is required except in cases of serious misconduct by a Proxy Holder. If a Proxy Holder resigns, dies, or is removed, the remaining Proxy Holders designate a successor and can continue to act in the interim. SES Americom can suggest individuals to be considered as successors and has limited rights to veto a successor designated by the Proxy Holder. Any successor must receive prior written approval of DSS before the designation is effective. The Proxy Agreement has a five—year initial term and specifies the procedures for renewal or extension. Composition of the AGS Board of Directors: Following execution of the Proxy Agreement by AGS and SES Americom, the AGS Board of Directors will initially be composed of the three designated Proxy Holders and three officers of AGS (the "Officer Directors"): Mr. Robert Tipton Osterthaler (President and Chief Executive Officer)‘; Mr. David S. Jackson (Chief Operating Officer)"; and Mr. Michael F. Cade (who will be designated Chief Financial Officer)." All three of the Proxy Holders and all three Officer Directors are U.S. citizens. ‘_Mr. Robert Tipton ("Tip") Osterthaler became President and CEO of AGS in December, 2006. From 1998 until 2006, Mr. Osterthaler was a Senior Vice President at Science Applications International Corporation (SAIC), a large systems, solutions and technical services company serving the needs of the U.S. government. Prior to joining SAIC, he served in the U.S. Air Force for 28 years, retiring as a Brigadier General and Deputy Assistant Secretary of Defense for European and NATO Policy. Mr. Osterthaler holds a BS in Economics from the U.S. Air Force Academy and an MBA from Texas A&M University. He is also a graduate of Harvard University‘s Senior Executives in National Security Program as well as their National and International Security Management course, the Royal College of Defence Studies in the United Kingdom, the Air War College, and the Marine Corps Command and Staff College. * A retired U.S. Army colonel, David Jackson has spent his civilian career in systems, business development, aerospace and national security assignments with ANSER and Science Applications International Corp (SAIC), both in Northern Virginia. Most recently, he served as the Chief of Staff of the National Security Solutions Operation and Director of SAIC‘s Threat Reduction Support Center. His 30 year military career included tours of duty in Germany, Korea and Vietnam, as well as a professorship at the U.S. Military Academy at West Point. Mr. Jackson holds a B.S. from the U.S.M.A. and an M.S. in Nuclear Science and Engineering from the University of Michigan. > Michael Cade, a Certified Public Accountant, serves as Vice President of Operations for AGS. He has more than 15 years experience at progressive levels of management in Accounting, Corporate Strategic and Financial Planning and Government Business Operations, including past positions at SES Americom and GE Capital American Communications, Inc. Mr. Cade holds a BS in Accounting from Widener University and an MBA from La Salle University.

FCC Form 312 Exhibit E Page 3 of 5 The Proxy Holders can appoint additional directors, although there are no immediate expectations that they will do so. Any additional directors must be independent of SES Americom and its affiliates ("Outside Directors") and must meet DSS standards under NISPOM and receive prior approval of the DSS. The Proxy Agreement defines and prohibits the appointment of "Inside Directors" who have employment, family, or other significant ties to SES Americom or its affiliates. The Proxy Holders also are responsible for filling any future vacancies on the Board of Directors. The Initial Proxy Holders: Summary biographical information regarding the initial three designated Proxy Holders follows: Billy J. Bingham: Brigadier General Billy J. Bingham, USAF (Ret.) has nearly 40 years of extensive experience in U.S. and International activities of the Intelligence and Defense Communities covering all phases of Command, Control, Communications, Computer, Intelligence, Surveillance and Reconnaissance (C4ISR) operations. He has served since May 2007 as CEO of BB Technical Solutions LLC. His prior positions include President and COO of Red Arch Solutions, Senior VP of MTC Technologies, and Senior VP for Corporate Development at SAIC. Before joining the private sector, he was Assistant Deputy Director of Operations at the National Security Agency and prior to that, the Director for Intelligence of the U.S. Pacific Command. He holds a BBA from the University of Memphis an MBA from Pepperdine University. He is also a graduate of Harvard University‘s Senior Officials for National Security and the U.S. Army War College. Richard D. Parlow: Richard D. Parlow is a telecommunications consultant to industry and governmental representatives on technical, regulatory, and operational matters concerning domestic and international telecommunications networks, with a particular emphasis on satellite networks and related international regulations. His past positions include Executive Director of International Government Affairs for Iridium LLC and Associate Administrator, Office of Spectrum Management, in the National Telecommunications and Information Administration. He currently serves as an Outside Director and Chairman of the Government Security Committee for AGS. He holds a BS in Electronic Engineering from the University of Wisconsin and a Masters of Engineering Administration from George Washington University. Kenneth A. Minihan: Lieutenant General Kenneth A. Minihan retired from the U.S. Air Force in 1999 after more than 33 years of active commissioned service. On his final tour of duty he served as the Director of the National Security Agency/Central Security Service, the senior uniformed intelligence officer in the Department of Defense. He has also served as the Director of the Defense Intelligence Agency. He has extensive experience in defense

FCC Form 312 Exhibit E Page 4 of 5 and military information services, information technology development, and diverse customer support services. He currently is a Managing Director in the Paladin Capital Group. He holds a Baccalaureate degree from Florida State University, a Masters Degree from the Naval Postgraduate School, and has completed executive development programs at the University of Illinois and Harvard University. As demonstrated by this information, the Proxy Holders are fully qualified under Commission rules and policies to acquire control of AGS and its licensed earth stations. Ownership of AGS As noted above, AGS is and will remain a wholly—owned subsidiary of SES Americom. SES Americom in turn is an indirect wholly—owned subsidiary of SES S.A. ("SES," formerly known as SES Global S.A.). SES Global—Americas, Inc. holds 100% of the capital stock of SES Americom. SES Global Americas Holdings GP, a Delaware general partnership that is owned 99.4% by SES and 0.06% by SES® direct wholly—owned subsidiary SES ASTRA S.A., holds 100% of the capital stock of SES Global—Americas, Inc. With the exception of SES and SES ASTRA, which are Luxembourg companies, all of these entities are U.S. corporations or partnerships. SES wholly owns SES Americom, SES ASTRA (formerly Société Européenne des Satellites S.A.), and New Skies Satellites B.V. Through its subsidiaries and affiliates, SES engages in the provision of satellite services in North and South America, Europe, Africa and Asia. The offices of SES and SES ASTRA are at L—6815 Chiteau de Betzdorf, Luxembourg. The address of the intermediary holding companies is 4 Research Way, Princeton, NJ 08540. The names, addresses, and citizenship of stockholders owning of record and/or voting 10 percent or more of SES voting stock are: 1. The Etat du Grand Duché de Luxembourg (the "State of Luxembourg") — and Banque et Caisse d‘Epargne de l‘Etat ("BCEE") and Société Nationale de Crédit et d‘Investisement ("SNCI"), each of which is an institution created by act of the Luxembourg Parliament and 100% owned by the State of Luxembourg — hold Class B shares of SES representing a combined effective economic interest of 16.67% and effective voting power of 33.33%. In addition, in 2007 and 2008 these entities received SES Fiduciary Deposit Receipts ("FDRs"), which each represent one Class A share of SES. The FDRs distributed to these entities represent a combined 5.43% economic interest and effective voting power of 4.35%. SES Americom has no information regarding whether the Class B shareholders continue to hold these FDRs. The principal business of both BCEE and SNCI is financial services. The addresses of BCEE and SNCI are as follows:

FCC Form 312 Exhibit E Page 5 of 5 Banque et Caisse d‘Epargne de l‘ Etat 1, place de Metz L—2954 Luxembourg Société Nationale de Crédit et d‘Investisement 7, place du St. Esprit L—1475 Luxembourg The address for the State of Luxembourg is Ministry of State, 4 rue de la Congrégation, L—2910, Luxembourg.

Revised Exhibit E for File Number SES—T/C—20090724—00917 (Call Sign E860551)

FCC Form 312 Exhibit E Page 1 of 5 Exhibit E: Response to Item A20 OWNERSHIP AND CONTROL OF AMERICOM GOVERNMENT SERVICES, INC. Americom Government Services, Inc. ("AGS") and SES Americom, Inc. ("SES Americom," and with AGS, the "Parties") hereby notify the Commission of a transfer of control of a domestic receive—only earth station registration held by AGS. The transfer of control will take place pursuant to an agreement(the "Proxy Agreement") to be executed by the Parties and certain affiliated entities with the U.S. Department of Defense ("DoD") acting through the Defense Security Service ("DSS"). The Proxy Agreement will give designated individuals (the "Proxy Holders") the right to direct the management and operation of AGS. The Proxy Agreement will not change the ownership of AGS: AGS is and will remain a wholly—owned subsidiary of SES Americom. Information regarding the control and ownership of AGS under the Proxy Agreement is provided in this Exhibit. Control of AGS Pursuant to the Proxy Agreement The Proxy Agreement has been negotiated in accordance with the National Industrial Security Program Operating Manual ("NISPOM") to meet DoD‘s national security objectives. AGS holds a Facility Security Clearance and has contracts with agencies of the U.S. Government that include contracts involving sensitive and classified information. The NISPOM specifies that entities with Facility Security Clearances must be insulated from foreign ownership, control and influence, and entities under foreign control are typically prohibited from having access to classified information. The Proxy Agreement addresses these issues by providing for control of AGS by individuals who are independent of SES Americom and its affiliates. Terms of the Proxy Agreement: The Proxy Agreement provides for the initial designation of three Proxy Holders by SES Americom who must meet specified qualifications and be approved by DSS. The three initial Proxy Holders that have been designated are Billy J. Bingham, Richard D. Parlow, and Kenneth A. Minihan. Biographical information regarding these individuals is provided below. Pursuant to the Proxy Agreement, the Proxy Holders and their successors are designated as SES Americom‘s attorneys in fact to vote and exercise all rights and powers of SES Americom as shareholder of AGS. In so doing, the Proxy Holders are entitled to exercise their sole and absolute discretion, employing their independent judgment. The Proxy Holders are to make decisions free of any control or influence from SES Americom or its affiliated entities. Contacts between AGS and SES Americom and its affiliates are restricted to those expressly permitted in the Proxy Agreement. Consent of SES Americom to decisions by the Proxy Holders is needed under the agreement only for specified extraordinary events. These include changes to AGS® charter documents affecting share issuance and capital stock; incurrence of indebtedness outside the ordinary course of business; a merger, consolidation, reorganization or dissolution of AGS; any material sale, lease or disposition of AGS assets, property or business or any material purchase of assets by AGS; and the declaration of bankruptcy.

FCC Form 312 Exhibit E Page 2 of 5 Once approved, the Proxy Holders can be removed by SES Americom only in limited circumstances for failure to perform their duties, and the consent of DSS to the removal is required except in cases of serious misconduct by a Proxy Holder. If a Proxy Holder resigns, dies, or is removed, the remaining Proxy Holders designate a successor and can continue to act in the interim. SES Americom can suggest individuals to be considered as successors and has limited rights to veto a successor designated by the Proxy Holder. Any successor must receive prior written approval of DSS before the designation is effective. The Proxy Agreement has a five—year initial term and specifies the procedures for renewal or extension. Composition of the AGS Board of Directors: Following execution of the Proxy Agreement by AGS and SES Americom, the AGS Board of Directors will initially be composed of the three designated Proxy Holders and three officers of AGS (the "Officer Directors"): Mr. Robert Tipton Osterthaler (President and Chief Executive Officer)‘; Mr. David S. Jackson (Chief Operating Officer)"; and Mr. Michael F. Cade (who will be designated Chief Financial Officer)." All three of the Proxy Holders and all three Officer Directors are U.S. citizens. ‘ _Mr. Robert Tipton ("Tip") Osterthaler became President and CEO of AGS in December, 2006. From 1998 until 2006, Mr. Osterthaler was a Senior Vice President at Science Applications International Corporation (SAIC), a large systems, solutions and technical services company serving the needs of the U.S. government. Prior to joining SAIC, he served in the U.S. Air Force for 28 years, retiring as a Brigadier General and Deputy Assistant Secretary of Defense for European and NATO Policy. Mr. Osterthaler holds a BS in Economics from the U.S. Air Force Academy and an MBA from Texas A&M University. He is also a graduate of Harvard University‘s Senior Executives in National Security Program as well as their National and International Security Management course, the Royal College of Defence Studies in the United Kingdom, the Air War College, and the Marine Corps Command and Staff College. * A retired U.S. Army colonel, David Jackson has spent his civilian career in systems, business development, aerospace and national security assignments with ANSER and Science Applications International Corp (SAIC), both in Northern Virginia. Most recently, he served as the Chief of Staff of the National Security Solutions Operation and Director of SAIC‘s Threat Reduction Support Center. His 30 year military career included tours of duty in Germany, Korea and Vietnam, as well as a professorship at the U.S. Military Academy at West Point. Mr. Jackson holds a B.S. from the U.S.M.A. and an M.S. in Nuclear Science and Engineering from the University of Michigan. 3 Michael Cade, a Certified Public Accountant, serves as Vice President of Operations for AGS. He has more than 15 years experience at progressive levels of management in Accounting, Corporate Strategic and Financial Planning and Government Business Operations, including past positions at SES Americom and GE Capital American Communications, Inc. Mr. Cade holds a BS in Accounting from Widener University and an MBA from La Salle University.

FCC Form 312 Exhibit E Page 3 of 5 The Proxy Holders can appoint additional directors, although there are no immediate expectations that they will do so. Any additional directors must be independent of SES Americom and its affiliates ("Outside Directors") and must meet DSS standards under NISPOM and receive prior approval of the DSS. The Proxy Agreement defines and prohibits the appointment of "Inside Directors" who have employment, family, or other significant ties to SES Americom or its affiliates. The Proxy Holders also are responsible for filling any future vacancies on the Board of Directors. The Initial Proxy Holders: Summary biographical information regarding the initial three designated Proxy Holders follows: Billy J. Bingham: Brigadier General Billy J. Bingham, USAF (Ret.) has nearly 40 years of extensive experience in U.S. and International activities of the Intelligence and Defense Communities covering all phases of Command, Control, Communications, Computer, Intelligence, Surveillance and Reconnaissance (C4ISR) operations. He has served since May 2007 as CEO of BB Technical Solutions LLC. His prior positions include President and COO of Red Arch Solutions, Senior VP of MTC Technologies, and Senior VP for Corporate Development at SAIC. Before joining the private sector, he was Assistant Deputy Director of Operations at the National Security Agency and prior to that, the Director for Intelligence of the U.S. Pacific Command. He holds a BBA from the University of Memphis an MBA from Pepperdine University. He is also a graduate of Harvard University‘s Senior Officials for National Security and the U.S. Army War College. Richard D. Parlow: Richard D. Parlow is a telecommunications consultant to industry and governmental representatives on technical, regulatory, and operational matters concerning domestic and international telecommunications networks, with a particular emphasis on satellite networks and related international regulations. His past positions include Executive Director of International Government Affairs for Iridium LLC and Associate Administrator, Office of Spectrum Management, in the National Telecommunications and Information Administration. He currently serves as an Outside Director and Chairman of the Government Security Committee for AGS. He holds a BS in Electronic Engineering from the University of Wisconsin and a Masters of Engineering Administration from George Washington University. Kenneth A. Minihan: Lieutenant General Kenneth A. Minihan retired from the U.S. Air Force in 1999 after more than 33 years of active commissioned service. On his final tour of duty he served as the Director of the National Security Agency/Central Security Service, the senior uniformed intelligence officer in the Department of Defense. He has also served as the Director of the Defense Intelligence Agency. He has extensive experience in defense

FCC Form 312 Exhibit E Page 4 of 5 and military information services, information technology development, and diverse customer support services. He currently is a Managing Director in the Paladin Capital Group. He holds a Baccalaureate degree from Florida State University, a Masters Degree from the Naval Postgraduate School, and has completed executive development programs at the University of Illinois and Harvard University. As demonstrated by this information, the Proxy Holders are fully qualified under Commission rules and policies to acquire control of AGS and its licensed earth stations. Ownership of AGS As noted above, AGS is and will remain a wholly—owned subsidiary of SES Americom. SES Americom in turn is an indirect wholly—owned subsidiary of SES S.A. ("SES," formerly known as SES Global S.A.). SES Global—Americas, Inc. holds 100% of the capital stock of SES Americom. SES Global Americas Holdings GP, a Delaware general partnership that is owned 99.4% by SES and 0.06% by SES® direct wholly—owned subsidiary SES ASTRA S.A., holds 100% of the capital stock of SES Global—Americas, Inc. With the exception of SES and SES ASTRA, which are Luxembourg companies, all of these entities are U.S. corporations or partnerships. SES wholly owns SES Americom, SES ASTRA (formerly Société Européenne des Satellites S.A.), and New Skies Satellites B.V. Through its subsidiaries and affiliates, SES engages in the provision of satellite services in North and South America, Europe, Africa and Asia. The offices of SES and SES ASTRA are at L—6815 Chiateau de Betzdorf, Luxembourg. The address of the intermediary holding companies is 4 Research Way, Princeton, NJ 08540. The names, addresses, and citizenship of stockholders owning of record and/or voting 10 percent or more of SES voting stock are: 2. The Etat du Grand Duché de Luxembourg (the "State of Luxembourg") — and Banque et Caisse d‘Epargne de l‘Etat ("BCEE") and Société Nationale de Crédit et d‘Investisement ("SNCI"), each of which is an institution created by act of the Luxembourg Parliament and 100% owned by the State of Luxembourg — hold Class B shares of SES representing a combined effective economic interest of 16.67% and effective voting power of 33.33%. In addition, in 2007 and 2008 these entities received SES Fiduciary Deposit Receipts ("FDRs"), which each represent one Class A share of SES. The FDRs distributed to these entities represent a combined 5.43% economic interest and effective voting power of 4.35%. SES Americom has no information regarding whether the Class B shareholders continue to hold these FDRs. The principal business of both BCEE and SNCI is financial services. The addresses of BCEE and SNCI are as follows:

FCC Form 312 Exhibit E Page 5 of 5 Bangue et Caisse d‘Epargne de 1‘ Etat 1, place de Metz L—2954 Luxembourg Société Nationale de Crédit et d‘Investisement 7, place du St. Esprit L—1475 Luxembourg The address for the State of Luxembourg is Ministry of State, 4 rue de la Congrégation, L—2910, Luxembourg.

Revised Exhibit E for File Number SES—ASG—20090807—00973 (Call Sign £890253)

FCC Form 312 Exhibit E Page 1 of 5 Exhibit E: Response to Item A20 OWNERSHIP AND CONTROL OF AMERICOM GOVERNMENT SERVICES, INC. By this application, Americom Government Services, Inc. ("AGS") and SES Americom, Inc. ("SES Americom," and with AGS, the "Parties") seek Commission consent to the assignment of a VSAT hub station license from SES Americom to AGS. AGS is a wholly— owned subsidiary of SES Americom. However, AGS is controlled under the terms of a recent agreement (the "Proxy Agreement") entered into by the Parties and certain affiliated entities with the U.S. Department of Defense ("DoD") acting through the Defense Security Service ("DSS"). The Proxy Agreement gives designated individuals (the "Proxy Holders") the right to direct the management and operation of AGS. Information regarding the control and ownership of AGS under the Proxy Agreement is provided in this Exhibit. Control of AGS Pursuant to the Proxy Agreement The Proxy Agreement has been negotiated in accordance with the National Industrial Security Program Operating Manual ("NISPOM") to meet DoD‘s national security objectives. AGS holds a Facility Security Clearance and has contracts with agencies of the U.S. Government that include contracts involving sensitive and classified information. The NISPOM specifies that entities with Facility Security Clearances must be insulated from foreign ownership, control and influence, and entities under foreign control are typically prohibited from having access to classified information. The Proxy Agreement addresses these issues by providing for control of AGS by individuals who are independent of SES Americom and its affiliates. Terms of the Proxy Agreement: The Proxy Agreement provides for the initial designation of three Proxy Holders by SES Americom who must meet specified qualifications and be approved by DSS. The three initial Proxy Holders that have been designated are Billy J. Bingham, Richard D. Parlow, and Kenneth A. Minihan. Biographical information regarding these individuals is provided below. Pursuant to the Proxy Agreement, the Proxy Holders and their successors are designated as SES Americom‘s attorneys in fact to vote and exercise all rights and powers of SES Americom as shareholder of AGS. In so doing, the Proxy Holders are entitled to exercise their sole and absolute discretion, employing their independent judgment. The Proxy Holders are to make decisions free of any control or influence from SES Americom or its affiliated entities. Contacts between AGS and SES Americom and its affiliates are restricted to those expressly permitted in the Proxy Agreement. Consent of SES Americom to decisions by the Proxy Holders is needed under the agreement only for specified extraordinary events. These include changes to AGS® charter documents affecting share issuance and capital stock; incurrence of indebtedness outside the ordinary course of business; a merger, consolidation, reorganization or dissolution of AGS; any material sale, lease or disposition of AGS assets, property or business or any material purchase of assets by AGS; and the declaration of bankruptcy.

FCC Form 312 Exhibit E Page 2 of 5 Once approved, the Proxy Holders can be removed by SES Americom only in limited circumstances for failure to perform their duties, and the consent of DSS to their removal is required except in cases of serious misconduct by a Proxy Holder. If a Proxy Holder resigns, dies, or is removed, the remaining Proxy Holders designate a successor and can continue to act in the interim. SES Americom can suggest individuals to be considered as successors and has limited rights to veto a successor designated by the Proxy Holder. Any successor must receive prior written approval of DSS before the designation is effective. The Proxy Agreement has a five—year initial term and specifies the procedures for renewal or extension. Composition of the AGS Board of Directors: Following the recent execution of the Proxy Agreement by AGS and SES Americom, the AGS Board of Directors is now composed of the three designated Proxy Holders and three officers of AGS (the "Officer Directors"): Mr. Robert Tipton Osterthaler (President and Chief Executive Officer)‘; Mr. David S. Jackson (Chief Operating Officer)"; and Mr. Michael F. Cade (Chief Financial Officer)" All three of the Proxy Holders and all three Officer Directors are U.S. citizens. ‘ _Mr. Robert Tipton ("Tip") Osterthaler became President and CEO of AGS in December, 2006. From 1998 until 2006, Mr. Osterthaler was a Senior Vice President at Science Applications International Corporation (SAIC), a large systems, solutions and technical services company serving the needs of the U.S. government. Prior to joining SAIC, he served in the U.S. Air Force for 28 years, retiring as a Brigadier General and Deputy Assistant Secretary of Defense for European and NATO Policy. Mr. Osterthaler holds a BS in Economics from the U.S. Air Force Academy and an MBA from Texas A&M University. He is also a graduate of Harvard University‘s Senior Executives in National Security Program as well as their National and International Security Management course, the Royal College of Defence Studies in the United Kingdom, the Air War College, and the Marine Corps Command and Staff College. > A retired U.S. Army colonel, David Jackson has spent his civilian career in systems, business development, aerospace and national security assignments with ANSER and Science Applications International Corp (SAIC), both in Northern Virginia. Most recently, he served as the Chief of Staff of the National Security Solutions Operation and Director of SAIC‘s Threat Reduction Support Center. His 30 year military career included tours of duty in Germany, Korea and Vietnam, as well as a professorship at the U.S. Military Academy at West Point. Mr. Jackson holds a B.S. from the U.S.M.A. and an M.S. in Nuclear Science and Engineering from the University of Michigan. Michael Cade, a Certified Public Accountant, serves as Vice President of Operations for AGS. He has more than 15 years experience at progressive levels of management in Accounting, Corporate Strategic and Financial Planning and Government Business Operations, including past positions at SES Americom and GE Capital American Communications, Inc. Mr. Cade holds a BS in Accounting from Widener University and an MBA from La Salle University.

FCC Form 312 Exhibit E Page 3 of 5 The Proxy Holders can appoint additional directors, although there are no immediate expectations that they will do so. Any additional directors must be independent of SES Americom and its affiliates ("Outside Directors") and must meet DSS standards under NISPOM and receive prior approval of the DSS. The Proxy Agreement defines and prohibits the appointment of "Inside Directors" who have employment, family, or other significant ties to SES Americom or its affiliates. The Proxy Holders also are responsible for filling any future vacancies on the Board of Directors. The Initial Proxy Holders: Summary biographical information regarding the initial three designated Proxy Holders follows: Billy J. Bingham: Brigadier General Billy J. Bingham, USAF (Ret.) has nearly 40 years of extensive experience in U.S. and International activities of the Intelligence and Defense Communities covering all phases of Command, Control, Communications, Computer, Intelligence, Surveillance and Reconnaissance (C4ISR) operations. He has served since May 2007 as CEO of BB Technical Solutions LLC. His prior positions include President and COO of Red Arch Solutions, Senior VP of MTC Technologies, and Senior VP for Corporate Development at SAIC. Before joining the private sector, he was Assistant Deputy Director of Operations at the National Security Agency and prior to that, the Director for Intelligence of the U.S. Pacific Command. He holds a BBA from the University of Memphis an MBA from Pepperdine University. He is also a graduate of Harvard University‘s Senior Officials for National Security and the U.S. Army War College. Richard D. Parlow: Richard D. Parlow is a telecommunications consultant to industry and governmental representatives on technical, regulatory, and operational matters concerning domestic and international telecommunications networks, with a particular emphasis on satellite networks and related international regulations. His past positions include Executive Director of International Government Affairs for Iridium LLC and Associate Administrator, Office of Spectrum Management, in the National Telecommunications and Information Administration. He currently serves as an Outside Director and Chairman of the Government Security Committee for AGS. He holds a BS in Electronic Engineering from the University of Wisconsin and a Masters of Engineering Administration from George Washington University. Kenneth A. Minmbhan: Lieutenant General Kenneth A. Minihan retired from the U.S. Air Force in 1999 after more than 33 years of active commissioned service. On his final tour of duty he served as the Director of the National Security Agency/Central Security Service, the senior uniformed intelligence officer in the Department of Defense. He has also served as the Director of the Defense Intelligence Agency. He has extensive experience in defense

FCC Form 312 Exhibit E Page 4 of 5 and military information services, information technology development, and diverse customer support services. He currently is a Managing Director in the Paladin Capital Group. He holds a Baccalaureate degree from Florida State University, a Masters Degree from the Naval Postgraduate School, and has completed executive development programs at the University of Illinois and Harvard University. As demonstrated by this information, the Proxy Holders are fully qualified under Commission rules and policies to hold earth station licenses through their control of AGS. Ownership of AGS As noted above, AGS is and will remain a wholly—owned subsidiary of SES Americom. SES Americom in turn is an indirect wholly—owned subsidiary of SES S.A. ("SES," formerly known as SES Global S.A.). SES Global—Americas, Inc. holds 100% of the capital stock of SES Americom. SES Global Americas Holdings GP, a Delaware general partnership that is owned 99.4% by SES and 0.06% by SES® direct wholly—owned subsidiary SES ASTRA S.A., holds 100% of the capital stock of SES Global—Americas, Inc. With the exception of SES and SES ASTRA, which are Luxembourg companies, all of these entities are U.S. corporations or partnerships. SES wholly owns SES Americom, SES ASTRA (formerly Société Européenne des Satellites S.A.), and New Skies Satellites B.V. Through its subsidiaries and affiliates, SES engages in the provision of satellite services in North and South America, Europe, Africa and Asia. The offices of SES and SES ASTRA are at L—6815 Chiteau de Betzdorf, Luxembourg. The address of the intermediary holding companies is 4 Research Way, Princeton, NJ 08540. The names, addresses, and citizenship of stockholders owning of record and/or voting 10 percent or more of SES voting stock are: 3. The Etat du Grand Duché de Luxembourg (the "State of Luxembourg") — and Banque et Caisse d‘Epargne de l‘ Etat ("BCEE") and Société Nationale de Crédit et d‘ Investisement ("SNCI"), each of which is an institution created by act of the Luxembourg Parliament and 100% owned by the State of Luxembourg — hold Class B shares of SES representing a combined effective economic interest of 16.67% and effective voting power of 33.33%. In addition, in 2007 and 2008 these entities received SES Fiduciary Deposit Receipts ("*FDRs"), which each represent one Class A share of SES. The FDRs distributed to these entities represent a combined 5.43% economic interest and effective voting power of 4.35%. SES Americom has no information regarding whether the Class B shareholders continue to hold these FDRs. The principal business of both BCEE and SNCI is financial services. The addresses of BCEE and SNCI are as follows:

FCC Form 312 Exhibit E Page 5 of 5 Banque et Caisse d‘Epargne de 1‘ Etat 1, place de Metz L—2954 Luxembourg Société Nationale de Crédit et d‘Investisement 7, place du St. Esprit L—1475 Luxembourg The address for the State of Luxembourg is Ministry of State, 4 rue de la Congrégation, L—2910, Luxembourg.

Revised Exhibit E for File Number SES—ASG—20090807—00974 (Lead Call Sign £890383)

FCC Form 312 Exhibit E Page 1 of 5 Exhibit E: Response to Item A20 OWNERSHIP AND CONTROL OF AMERICOM GOVERNMENT SERVICES, INC. By this application, Americom Government Services, Inc. ("AGS") and SES Americom, Inc. ("SES Americom," and with AGS, the "Parties") seek Commission consent to the assignment of earth station licenses from SES Americom to AGS. AGS is a wholly—owned subsidiary of SES Americom. However, AGS is controlled under the terms of a recent agreement (the "Proxy Agreement") entered into by the Parties and certain affiliated entities with the U.S. Department of Defense ("DoD") acting through the Defense Security Service ("DSS"). The Proxy Agreement gives designated individuals (the "Proxy Holders") the right to direct the management and operation of AGS. Information regarding the control and ownership of AGS under the Proxy Agreement is provided in this Exhibit. Control of AGS Pursuant to the Proxy Agreement The Proxy Agreement has been negotiated in accordance with the National Industrial Security Program Operating Manual ("NISPOM") to meet DoD‘s national security objectives. AGS holds a Facility Security Clearance and has contracts with agencies of the U.S. Government that include contracts involving sensitive and classified information. The NISPOM specifies that entities with Facility Security Clearances must be insulated from foreign ownership, control and influence, and entities under foreign control are typically prohibited from having access to classified information. The Proxy Agreement addresses these issues by providing for control of AGS by individuals who are independent of SES Americom and its affiliates. Terms of the Proxy Agreement: The Proxy Agreement provides for the initial designation of three Proxy Holders by SES Americom who must meet specified qualifications and be approved by DSS. The three initial Proxy Holders that have been designated are Billy J. Bingham, Richard D. Parlow, and Kenneth A. Minihan. Biographical information regarding these individuals is provided below. Pursuant to the Proxy Agreement, the Proxy Holders and their successors are designated as SES Americom‘s attorneys in fact to vote and exercise all rights and powers of SES Americom as shareholder of AGS. In so doing, the Proxy Holders are entitled to exercise their sole and absolute discretion, employing their independent judgment. The Proxy Holders are to make decisions free of any control or influence from SES Americom or its affiliated entities. Contacts between AGS and SES Americom and its affiliates are restricted to those expressly permitted in the Proxy Agreement. Consent of SES Americom to decisions by the Proxy Holders is needed under the agreement only for specified extraordinary events. These include changes to AGS® charter documents affecting share issuance and capital stock; incurrence of indebtedness outside the ordinary course of business; a merger, consolidation, reorganization or dissolution of AGS; any material sale, lease or disposition of AGS assets, property or business or any material purchase of assets by AGS; and the declaration of bankruptcy.

FCC Form 312 Exhibit E Page 2 of 5 Once approved, the Proxy Holders can be removed by SES Americom only in limited circumstances for failure to perform their duties, and the consent of DSS to their removal is required except in cases of serious misconduct by a Proxy Holder. If a Proxy Holder resigns, dies, or is removed, the remaining Proxy Holders designate a successor and can continue to act in the interim. SES Americom can suggest individuals to be considered as successors and has limited rights to veto a successor designated by the Proxy Holder. Any successor must receive prior written approval of DSS before the designation is effective. The Proxy Agreement has a five—year initial term and specifies the procedures for renewal or extension. Composition of the AGS Board of Directors: Following the recent execution of the Proxy Agreement by AGS and SES Americom, the AGS Board of Directors is now composed of the three designated Proxy Holders and three officers of AGS (the "Officer Directors"): Mr. Robert Tipton Osterthaler (President and Chief Executive Officer)‘; Mr. David S. Jackson (Chief Operating Officer)"; and Mr. Michael F. Cade (Chief Financial Officer)" All three of the Proxy Holders and all three Officer Directors are U.S. citizens. ‘_Mr. Robert Tipton ("Tip") Osterthaler became President and CEO of AGS in December, 2006. From 1998 until 2006, Mr. Osterthaler was a Senior Vice President at Science Applications International Corporation (SAIC), a large systems, solutions and technical services company serving the needs of the U.S. government. Prior to joining SAIC, he served in the U.S. Air Force for 28 years, retiring as a Brigadier General and Deputy Assistant Secretary of Defense for European and NATO Policy. Mr. Osterthaler holds a BS in Economics from the U.S. Air Force Academy and an MBA from Texas A&M University. He is also a graduate of Harvard University‘s Senior Executives in National Security Program as well as their National and International Security Management course, the Royal College of Defence Studies in the United Kingdom, the Air War College, and the Marine Corps Command and Staff College. > A retired U.S. Army colonel, David Jackson has spent his civilian career in systems, business development, aerospace and national security assignments with ANSER and Science Applications International Corp (SAIC), both in Northern Virginia. Most recently, he served as the Chief of Staff of the National Security Solutions Operation and Director of SAIC‘s Threat Reduction Support Center. His 30 year military career included tours of duty in Germany, Korea and Vietnam, as well as a professorship at the U.S. Military Academy at West Point. Mr. Jackson holds a B.S. from the U.S.M.A. and an M.S. in Nuclear Science and Engineering from the University of Michigan. > Michael Cade, a Certified Public Accountant, serves as Vice President of Operations for AGS. He has more than 15 years experience at progressive levels of management in Accounting, Corporate Strategic and Financial Planning and Government Business Operations, including past positions at SES Americom and GE Capital American Communications, Inc. Mr. Cade holds a BS in Accounting from Widener University and an MBA from La Salle University.

FCC Form 312 Exhibit E Page 3 of 5 The Proxy Holders can appoint additional directors, although there are no immediate expectations that they will do so. Any additional directors must be independent of SES Americom and its affiliates ("Outside Directors") and must meet DSS standards under NISPOM and receive prior approval of the DSS. The Proxy Agreement defines and prohibits the appointment of "Inside Directors" who have employment, family, or other significant ties to SES Americom or its affiliates. The Proxy Holders also are responsible for filling any future vacancies on the Board of Directors. The Initial Proxy Holders: Summary biographical information regarding the initial three designated Proxy Holders follows: Billy J. Bingham: Brigadier General Billy J. Bingham, USAF (Ret.) has nearly 40 years of extensive experience in U.S. and International activities of the Intelligence and Defense Communities covering all phases of Command, Control, Communications, Computer, Intelligence, Surveillance and Reconnaissance (C4ISR) operations. He has served since May 2007 as CEO of BB Technical Solutions LLC. His prior positions include President and COO of Red Arch Solutions, Senior VP of MTC Technologies, and Senior VP for Corporate Development at SAIC. Before joining the private sector, he was Assistant Deputy Director of Operations at the National Security Agency and prior to that, the Director for Intelligence of the U.S. Pacific Command. He holds a BBA from the University of Memphis an MBA from Pepperdine University. He is also a graduate of Harvard University‘s Senior Officials for National Security and the U.S. Army War College. Richard D. Parlow: Richard D. Parlow is a telecommunications consultant to industry and governmental representatives on technical, regulatory, and operational matters concerning domestic and international telecommunications networks, with a particular emphasis on satellite networks and related international regulations. His past positions include Executive Director of International Government Affairs for Iridium LLC and Associate Administrator, Office of Spectrum Management, in the National Telecommunications and Information Administration. He currentlyserves as an Outside Director and Chairman of the Government Security Committee for AGS. He holds a BS in Electronic Engineering from the University of Wisconsin and a Masters of Engineering Administration from George Washington University. Kenneth A. Minihan: Lieutenant General Kenneth A. Minihan retired from the U.S. Air Force in 1999 after more than 33 years of active commissioned service. On his final tour of duty he served as the Director of the National Security Agency/Central Security Service, the senior uniformed intelligence officer in the Department of Defense. He has also served as the Director of the Defense Intelligence Agency. He has extensive experience in defense

FCC Form 312 Exhibit E Page 4 of 5 and military information services, information technology development, and diverse customer support services. He currently is a Managing Director in the Paladin Capital Group. He holds a Baccalaureate degree from Florida State University, a Masters Degree from the Naval Postgraduate School, and has completed executive development programs at the University of Illinois and Harvard University. As demonstrated by this information, the Proxy Holders are fully qualified under Commission rules and policies to hold earth station licenses through their control of AGS. Ownership of AGS As noted above, AGS is and will remain a wholly—owned subsidiary of SES Americom. SES Americom in turn is an indirect wholly—owned subsidiary of SES S.A. ("SES," formerly known as SES Global S.A.). SES Global—Americas, Inc. holds 100% of the capital stock of SES Americom. SES Global Americas Holdings GP, a Delaware general partnership that is owned 99.4% by SES and 0.06% by SES® direct wholly—owned subsidiary SES ASTRA S.A., holds 100% of the capital stock of SES Global—Americas, Inc. With the exception of SES and SES ASTRA, which are Luxembourg companies, all of these entities are U.S. corporations or partnerships. SES wholly owns SES Americom, SES ASTRA (formerly Société Européenne des Satellites S.A.), and New Skies Satellites B.V. Through its subsidiaries and affiliates, SES engages in the provision of satellite services in North and South America, Europe, Africa and Asia. The offices of SES and SES ASTRA are at L—6815 Chateau de Betzdorf, Luxembourg. The address of the intermediary holding companies is 4 Research Way, Princeton, NJ 08540. The names, addresses, and citizenship of stockholders owning of record and/or voting 10 percent or more of SES voting stock are: 4. The Etat du Grand Duché de Luxembourg (the "State of Luxembourg") — and Banque et Caisse d‘ Epargne de l‘Etat ("BCEE") and Société Nationale de Crédit et d‘Investisement ("SNCI"), each of which is an institution created by act of the Luxembourg Parliament and 100% owned by the State of Luxembourg — hold Class B shares of SES representing a combined effective economic interest of 16.67% and effective voting power of 33.33%. In addition, in 2007 and 2008 these entities received SES Fiduciary Deposit Receipts ("FDRs"), which each represent one Class A share of SES. The FDRs distributed to these entities represent a combined 5.43% economic interest and effective voting power of 4.35%. SES Americom has no information regarding whether the Class B shareholders continue to hold these FDRs. The principal business of both BCEE and SNCI is financial services. The addresses of BCEE and SNCI are as follows:

FCC Form 312 Exhibit E Page 5 of 5 Banque et Caisse d‘Epargne de ‘Etat 1, place de Metz L—2954 Luxembourg Société Nationale de Crédit et d‘Investisement 7, place du St. Esprit L—1475 Luxembourg The address for the State of Luxembourg is Ministry of State, 4 rue de la Congrégation, L—2910, Luxembourg.


Document Created: 2019-04-17 10:21:29
Document Modified: 2019-04-17 10:21:29
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