Attachment Amendment

This document pretains to SES-T/C-20030924-01416 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2003092401416_342317

1n/ea/z0ea    rnso9         rreaccorse                   cennee                                    proe. os


                                                                                      STaMP/REtuRN

                                                                  Coreimage
                                                                    Gowmt rans wromwnow


     October 30, 2003
     BXHAND                                                           RECEIVED
     Ms. Marlene H. Dortch                                                        2
     s                                                                 no¥ 3 2003
     Federal Communications Commission                            rnem commenos camsom
     Office of the Secretary                                           cemeeor ne sn
     445 12" Street, N.W.
     Washington, D.C. 20554

                      Re:     Minor Amendment to Application for FCC Consent to
                                          entrol of Orbi           arth Station        Licenses
     ear Ms. Dortch:
                    On September 24, 2003, Orbita! Imaging Corporation (‘ORBIMAGE® or the
     "Company‘) filed an application (the "Application") with the Federal Communications
     Commission (the "PCC) for consent tothe assignment and trasfer ofcontol ofORBIMAGE‘s
     OchView.3 earth station licenses,fle number SES—1/C—20030924—01416, from Orbital Imaging
     Corporation, debtor—in—possession to reorganized ORBIMAGE, Inc.(‘Reorganized
     oxbmaoE).)
                   As ORBIMAGE advised the Commission in the Application, it was unable to
     determine with precision the identity ofall ofthe paties who were expected to be holdecs of
     10% or more ofts voting securites as ofthe consummation ofthe Compaay‘s pln of
     reorganization under Chiapte 11 of the Banlowptey Code (the "Plan"), but t had created a
     prefiesinary list based on information available to it and t had obtained an order from the
     Banlkruptey Court that compelled all holders of 5% or more of ts bonds (wnhich are to be
     converted into voting equity ofReorganized ORBIMAGB upon consummation ofthe plan of
     rearganization) toidentify themselves to ORBIMAGE. Late last week, ORBIMAGE received
     notification from a nuerber ofsuch holders, and has compared thatit againt the is of 10%6
     holders previously furmished to the Commission.




     1       Conenutly herevity ORBIMAGE aso is filnga mibor amendsent o i appicaionrecueningthe
     Conmmisian‘s samento be asigamentand taefr ofenetn ofORBIMAGE‘s OtbView—3 ce sation leense
     @bieNe Sat—Tcamenztamon.

     pomsma


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                     On the basis ofthat information, ORBIMAGE hereby advises the Commission
     thet the only changes rom thelist o10% bolders previousty furnished to the Commission are us
     followss
                        ) GMAN Investment Funds Trast hesreduced its holdings from 18.02% to
                        11.30%, and
                        (#) Harbert Funds is o langzr a 10% holder. No new 10% holders were
                        disclosed as a resit ofh Bankrupicy Cou order
                        In addition, on October 24, 2003, the Bankruptey Court confirmed ORBIMAGE‘s
     Plan. ORBIMAGE has not yet received fom the Creditors® Committes the names of he four
     intividuals who willbe added to the Board ofDirectors of Reorganized ORBIMAGE as of he
     effective date of the Plan. ORBIMAGE expectsto filthisinformation with the Commission
     shortly.
                     Except as discussed sbove, ll oter information previously provided to the
     Commission in comnection withthe Application remains unchenged as ofthedate hereof,
                     This amendment is minor incature, and ORBIMAGE onceagain respecttilly
     requests that the Commission approve the Application as soon as possible and in any event no
     Jater than November 24, 2003,

                   "Thank you for youe assstance with thisrequest, and please contact Dan Connors
     ofmy office (703—480=7500) or lames F. Rogers ofLatham & Warkins (202—637—2215) ifyou
     have any questions about it
                                                   Very trily yours,



                                                      Armand D. Mancinl
                                                      Executive Vice Presideat &
                                                      Chief Finncial Officer




    scammu



Document Created: 2003-11-04 11:59:36
Document Modified: 2003-11-04 11:59:36

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