Attachment Supplement

Supplement

LETTER submitted by SkyPort Global

Supplement

2007-11-07

This document pretains to SES-STA-20070919-01297 for Special Temporal Authority on a Satellite Earth Station filing.

IBFS_SESSTA2007091901297_605422

\ WILKINSON)BARKER] KNAUER]LLP 2300 N STREET, NW I SUITE 700 WASHINGTON, DC 20037-1128 TEL 202 783 4141 FAX 202 783 5851 www wbklaw corn November 7,2007 Marlene H. Doitch, Secretary - NOV 7 2007 Federal CommunicationsCommission Federal Communications Commission Offlce of the Secretary 445 1 2 ‘ ~ Street, S.W. Room TW-A325 Washington, DC 20554 Re: SkyPort Global Communications, Iric. FCC File No. SES-STA-130070919-01,397 Dear Ms. Doitch: This letter is submitted on behalf of SkyPort Global Communications, Inc. (“SkyPoit”) to supplement the above-referenced special temporary authority application. In that filing, SkyPort noted that it had already commenced the process of contacting the Department of Justice, the Department of Homeland Security and the Federal Bureau of Investigation (“Executive Branch Agencies”) to obtain any required clearance for the initial public offering (“IPO”) of Lave11 Systems Inc. and the associated transfer of control of SkyPoit’s FCC authorizations. During that process, SkyPoit had informally alerted the Executive Branch Agencies that SkyPort and its post-ZPO ownership intended to assume SkyPoi-t’s letter commitment to the Executive Branch Agencies, which SkyPort’s existing ownership executed on July 3 1, 2006 (“July 3 1, 2006, letter”) (copy attached). SkyPort expressly requests that the Commission condition any grant of the above- referenced application on (1) SkyPort’s submission of a letter confirming that SkyPort’s post-IPO new ownership intends to assume the commitments set forth in the July 3 1, 2006 Letter, and (2) SkyPort’s compliance with those commitments under its post-1PO ownership structure. Appropriate submissions to this effect will be submitted to the Executive Branch Agencies and the Commission upon completion of the IPO. 1 See Request of SkyPort Global Communications, Inc. Special Temporary Authority, File No. SES-STA-200709 19-01297, STA Request and Public Interest Statement, n.2 (filed Sept. 19, 2007).

', 1 W I L K I N S O N BARKER'; K N A U E R )L L P Marlene H. Dortch November 7,2007 Page 2 Respectfully submitted, Timothy J. Coone

July 31,2006 Ms.Sigal P. Mandelker Deputy Assistant Attorney General US.Department of Justice 950 Pennsylvania Avenue, N.W. Washington, D.C. 20530 Mr.Stewart A. Baker Assistant Secretary for Policy U.S. Department ofHomeland Security 3801 Nebraska Avenue, N.W. Washington, D E . 20528 Ms.Elaine N. Lammert Deputy General Counsel Federal Bureau of Investigation 935 Pennsylvania Avenue, N.W. Washington,D.C. 20530 Re: - sed Acsuisition by Balaton Grouv Inc. of ShPort International. Inc. PIWDO Dear Ms.Mandelker, Mr, Baker and Ms. Lammert: SkyPort International, Inc. (“SkyPort”), its parent company SkyComm Technologies Corporation (“SkyComm”) and the BPlaton Group Inc. (“Balaton”) (collectively, the ’Sgnatories”) provide this letter in response to the request of the Department of Homeland Security (“DHS”), the Departmeat of Justice (“DOP’) and the Federal Bureau of Investigation (“FBI”)(CoIlectively, the ”Executive Agencies”) for certain assurances with respect to Balaton’s proposed acquisition of an indirect, controUing interest in Skyport. I. Overview of the Parties and tbe Transaction A. SkyPort SkyPort provides managed broadband satellite and terrestrial communications services, including voice. data, video, and Internet backbone services. A Texas corporation, Skyport is headquartered in Houston, Texas, where its teleport and Global Network Operations Center also are located. Skyport holds authorizationsgranted by the Federal Communications Commission C’FCC”) pursuant to Title LI and Title In of the Communications Act of 1934, as amended (the “CommunicationsAct”). Skyport is a wholly-owned subsidiary of SkyComrn, a holding company incorporated in Delaware. SkyComm’s voting equity currently is hdd by a diffuse group of individuals and entities. CennuyTel, Inc. ((‘CentutyTel.3, a mid-sized tdecommunications company incorporated in Louisiana and headquartered in Monroe, Louisiana, holds convertible DCWSS0.I

debentures that give it control of SkyComm. These debt securities entitleCenturyTe1to an approximately65% voting interest in SkyComm and provide CenturyTel the right to appoint half of Skycorn’s board ofdirectors. SkyComm does not hold any FCC authorizations other than through SkyPort. B. BaIaton Balaton, a Canadian corporation headquartered in Toronto,.Ontario, is aprivate equity firm specializing in capital markets, corporate restructuring, and strategic development. Balaton’s primary business is investments. Balaton is wholly owned by the following five individuals, each of whom is a Canadian citizen: Robert Kubbemus c30%)), Martin Dome (30%), Bill Cdsbeck (20%), Paul Heney (15%), and Bryson Fanill (5%). Neither Balaton nor any of its subsidiaries holds any FCC authorizations. C. The Proposed Transaction On February 15,2006, Balaton and the current owners ofSkyComm entered into several transaction agtzerncntspursuant to which Balaton will obtain an approximately 83% equity interest in SkyComm (the “Roposed Transaction”). Upon completion of the Proposed Transaction, the remaining 17% of SkyComm will be owned by certain of Skycornm’s existing shareholders, whose individual ownership will be substantially diluted and range from approximately 0.002% to 2.738%. All of these remaining shareholders are U.S. citizens, With the exception of one individual, a French citizen that the Signatories have been unable to locate, who will own less than 0.5% of Skycomm. CenturyTel no longer will hold any interest in skycorm. Consummation of the Proposed Transaction is subject to a number of closing conditions, including the receipt of requisite regulatory approvals. On April 7,2006, CenturyTel, SkyPort and Balaton filed applications with the FCC for consent to d e transfer of control of Skyport from CenturyTel to Balaton. Those applications remain pending. The Signatorieswish to consummate the Proposed Transactionin the July-August 2006 timeframe. 11. Specific Commitments Assuming consummation of the Proposed Transaction, the Signatories undertake the folIowing commitments to the Executive Agencies: 1. StaraRe of Records in the United States. The Signetorb agree that, for all customer billing records, subscriberinformation, and any other related information used, processed, or maintained in the ordinary m u s e ofbusiness relating to communications services offered to U.S.persons (“U.S.Records”), SkyPort will store such U.S. Records in the United States. For these purposes, US.Records shall incIude informatiansubject to disclosure to a US. Federal or state governmental entity under the procedures specified in Sections 2703(c) and (d) and Section 2709 ofTitle 18 of the United States Cade. SkyPort a p e s toensure that U.S. Records are not made subject to mandatory destruction under any foreign laws. SkyPort agrees to take all practicable measures to prevent unauthorized access to, or disclosure of the content of, communications or U.S.Records, in violation ofany U.S. Federal, state, or local laws or of the commitments set forth in this letter. 2

. I 2. Goomration with Law E n f o m e n t Reauests. The Signatoriescommit that, in the event that there is a need to conduct lawfully authorized surveillancethrough SkyPort’s facilities or services, SkyPort will take reasonable measuresto assist and support the FBI or any other United States federal, state or local a m y with lawenforoement, public safety or national security responsibilities in conducting IawfUy authorizedelectronic surveillance. Such assistance shall include, but not be limited to,disclosure, if necessary, of technical and engineering infomation relating to the design, maintenance or operation of Skyport’s systems. Skyport and the agency seeking cooperation will work together in determining what is reasonable, taking into account the investigative needs of the agency and Skyport’s commercial mterests. 3. Establishmentof a U.S.Citizen Law Enforcement Point of Contact. Skyport will designate a representativewho is a United States citizen to serve as its authorized Point of Contact for U.S. Government officials in connection with the conduct of lawfully authorized electronic surveillance. Within 14 days of tbe consummation of the Proposed Transaction, SkyPort will inform the Executive Agencies by letter addressed to each of you of the name of the designated SkyPort Point of Contact. SkyPort will inform the Executive Agencies by letter within 10 days of any change in such Point of Contact. 4. Establishment of a US. Citizen Security Officer. SkyPort will designate a representative who is a United States citizen toserve as its Security Officer. The Security Officer will be responsible for the implementation of Skyport’s Security Policy and its compliauce with the commitments contained m this letter. Within 14 days of the consummation of the Proposed Transaction, SkyPort will inform the Executive Agencies by letter addressed to each of you ofthe name of the designated SkyPort Security Officer. SkyPort will inform the Executive Agencies by letter with 10 days of any change in such Security Officer. 5. Establishmentofa Security Policy. Within 90 days of the consummation of the Proposed Transaction, SkyPort will establish, and submit to the Executive Agencies for review, a SecurityPolicy governing the policies, practices and procedures related to or materially affecting Skyport’s actions concerning: (a) requests b m a Foreign government or other Foreign entity for US.Records,to conduct electronicsurveillance using the domestic cornmunications network, or to obtain information relating to domestic communicationsor electronic surveillance conducted using the domestic communicationsnetwork; (b) requests or directives fiom a Foreign government or other Foreign entity to alter, affed or obtain information about the operations, security, personnel or infrastructure of the domestic communicationsnetwork; (c) any decision by Skyport involving document preservation requests from any government agency in the United States related to the domestic communicationsnetwork, where those decisions relate to Foreign laws or requests fiom a Foreign governmentor other Foreignentity; (d) any requests or directives from a Foreign government or other Foreign entity relating to the preservation, storage, retention or destruction of documents related to the domestic communications network; (e) any attempt by a Foreign government or other Foreign entity to induce an employee of Skyport to violate United States law; and ( f ) any decision by SkyPort relating to compliance with lawful US.process where Foreign laws or requests h m a Foe@ government or other Foreign entity may be a factor. (For purposes of this letter, the term ”Foreign” means non-U.S.;the term “Foreign government”means any government, including an identified representative, agent, component or subdivision thereof, that is not a local, state or Federal g o v e m m t in the United States; and the term “domestic communications” means (x) wire communications or electronic

communications(whether stored or not) h m one U.S.location to another U.S.location and (y) the U.S.portion of a wire communication or electronic communication (whether stored or not) that originates or terminates in the United States.) The Security Policy also will provide €or SkyPort to conduct additionalbackground screening of specified key U.S. employees upon the Executive Agencies’ request. In the event of any subsequent material changes to the Security Poky, SkyPort shall promptly submit such changes to the Executive Agencies for review. If, within thirty (30)calendar days following submission to the Executive Agencies of the Security Policy or material changes thereto, the Executive Agencies provide comments toskyport on the Security Policy or the changes, SkyPort agrees to reasonably address such comments. 6. Non-Disclosure of U.S.Recordg. Skyport agrees that it will not, directly or indirectly, disclose or pen& disclosu~of or access to U.S.Kmrds, or to any information (including the content of communications) pertainine to 8 wiretap order, pedbap order, subpoena or other l a w demand by a US.law e n f o m e n t agency for U.S. Records, to any person if the pu+ose of such disclosure or access is to respond to the legal process or request on behalf of a Foreign government without fvst satisfying all pertinent requirements of U.S.law and obtaining the express wri#en consent of the DOJ and DHS or the authorization of a court of competentjurisdiction in the United State. Any such requests or legal process submitted by a Foreign government to Skyport shall be referred to the DQJ and DHS as soon as possible, and in no event later than five ( 5 ) business days after such request or legal process is meived by or known to SkyPort, unless the disclosure of the request or legal process would be in violation of US.law or an order of a court in the United States. If, upon the later of: (a) seven (7)business days following the Executive Agencies’ receipt of Skyport’s referral, or @) five (5) business days prior to the Answer Date,the Executive Agencies have not acted, then SkyPort may respond to such request or legal process as it deems appropriate and in a manner consistent with its Security Policy,and Skyport thereafter shall promptly advise the Executive Agencks in writing of its actions. If, in the event of exigent circumstances, the Answer Date is less than eight (8) business days fromthe date SkyPort receives the request or legal process, these time periods do not apply, but Skyport shall use its best efforts under the circumsttlnces to consult with the Executive Agencies before responding, and willin any event notie the Executive Agencies: 1) relative to Skyport’s receipt of the q u e s t or legal prooess, not later than one (1) business day following such receipt; and 2) relative to SkyPort’s response to such request or legal process, not later than one (1) business day from the date SkyPort submits its respome. 7. Notification. Skyport agrees that it will notify the FBI,DOJ,and DHS promptly if there are material changes in any of the facts as represented in this ktter or in the event that SkyPort acquires control (as defined m 47 C.F.R. 5 63,09(b)) of another telecomunications carrier. All notices to be provided to the FBI, DOJ, or DHS shaU be directed to the named addressees of this letter. 8. Remedies. SkyPort agrees that, in the event the commitmentsset forth in this letter are breached, in addition to any other remedy availabIe at law or equity, the DOJ, FBI, or DHS may request that the FCC modify,condition, revoke, cancel, or render null and void any relevant license, permit, or other authorization granted by the FCC to SkyPort or any successor- in-interest to Skyport. 4

****+ Nothing in this letter is intended to excuse the Signatoriesfrom any obI$$tion they may have to comply with US.legal requirements for the retention, preservation, or production of information, records or data, or fiom any applicable requirements of the Communicaiions Assistance for Law Enforcement Act, 47 U.S.C.5 1001, st. sa., nor shall this letter constitute a waiver of! (a) any obligation imposed by any U.S. Federal, state or local laws on the Signatories, (b) any enforcement authority available under any U.S. or state laws,(c) the sovereign immunity of the United states, or (d) any authority the U.S. government may possess (including, without limitation,authority pursuant to the International Emergency Economic Powers Act, SO U.S.C. 0 1701, et seq.) over the activities of the S i n e s . Nothing m this letter is intended to, mr shall it to be interpreted to, require the parties to violate any applicable U S . law. Likewise, nothiig in this letter limits the right ofthe United States Government to pursue criminal sanctions or charges against thc Signatories, and nothing in this lctter provides the Signatories with any relief from civil liabiity. We understand that,upon executionof this letter by the authorized representxtives for the Signatories,the Executive Agencies shall not* the FCC that the Executive Agencies have no objection to the FCC’s grant of the applications filed for the FCC’sconsent to the Proposed Transaction. The commitments set forth in this letter shall not be binding on the Signatories if the Proposed Transaction does not close. Sincerely, SKYCOMM TECHNOLOGIES CORPORATION By: RogerKlotz Title: Chief Executive Officer and President SKYPORT INTERNATIONAL,INC. By: RogerKlotz Title: Cbief Executive Officer and President 5

**e** Nothing in this letter is intended to excuse theSignatorks h m anyabligation they may have to comply with U.S.legal requirements for the retention,preservation, or production of information, records or data, or fiom any applicable requirements of the Communications Assistance for Law Enforcement Act, 47 U.S.C.6 lOOl,#. sea., nor shall this letter constitute a waiver of: (a) any obligation imposed by my US.%, state or local laws on the Signatories, (3)any enforcementauthority available under any U.S. or state laws, (c) the sovereign immunity of the United States, or (d) any authority the US.government may possess (including,without limitation, authority pursuant to the Internatonal Emergency Economic Powers Act, SO U.S.C. 5 1701, et s e d over the activitiesof the Signatories. Nothing in this letter is intended to, nor shall it to be interpreted to, require the parties to violate any applicable U.S.law. Likewise, nothing in this letter limits the right of the United States Government to pursue criminal sanctionsor charges against the Signatories,and nothing in this letter provides the Signatories with any relief fiom civil liability. We understend that, upon execution of this letter by the authorized representatives for the Signatories, the Executive Agencies shall notify the FCC that the ExecutiveAgencies have no objection to the FCC’s grant of the applications filed for the FCC’s consent to the Proposed Transaction. The commitments set forth in this letter shall not be bmding on tbe Signatoriesif the Proposed Transaction does not close. Sincerely, BALATON GROUP MC. . By: RobertKubbernus Title: President SKYCOMM TECHNOLOGIES CORPORATION Title: Chief ExecutiveORcer and Resident SKYPORT INTERNATIONAL, MC. P . E+ AogerKlotz’ 4- Title: Chief Executive Officer and President 5


Document Created: 2007-11-13 13:42:28
Document Modified: 2007-11-13 13:42:28
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