Attachment Item 4

This document pretains to SES-T/C-20040903-01330 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2004090301330_405971

                                                                                             RECEIPT
                                             November 18, 2004
VIA COURIER                                                                            RECE“/ED

                                                                                          NoOV 1 8 2004
Ms. Marlene H. Dortch                                                                              .
                                                                                                           Commission
Secretary                                                                          Federal Coonf}z:l:fmsfinr:wy
Federal Communications Cofnmission
445 12th Street, SW., Room TW—A325
Washington, DC 20554

Re:     Amendmentto Application for Transfer of Control of Intelsat LLC‘s Non—Common
        Carrier Earth Stations, IB Docket No. 04—366 (Intelsat—Zeus)

        IB File No. SES—T/C—20040903—01330


Dear Ms. Dortch:

        Intelsat, Ltd. ("‘Intelsat") together with Zeus Holdings Limited ("Zeus") (jointly, the

"Applicants") hereby file this letter pursuant to Section 1.65 of the Federal Communications

Commission‘s ("FCC" or "Commission") rules‘ to amend their pending application to transfer

control of Intelsat LLC‘s non—common carrier earth station licenses to Zeus to include the non—

common carrier earth station licenses recently acquired by Intelsat LLC from COMSAT General

Corporation ("ComGen").

        On September 21, 2004, the Commission placed on public notice an application

‘submitted by the Applicants seeking consent to the transfer of control of certain Intelsat FCC—

licensed subsidiaries to Zeus ("Consolidated Application"). > On November 6, 2004, the

Applicants also responded by letter to a Commission request for additional information."


        1        47 C.F.R. § 1.65.
        2        Public Notice, Pleading Cycle Established, Intelsat, Ltd. Transfcfdf, and Zeus Holdings Limited,
Transferee, Seek FCC Consent to Transfer Control of Licenses and Authorizations and a Declaratory Ruling on
Foreign Ownership, IB Docket No. 04—366, DA 04—3018, (rel. Sept. 21, 2004).


Ms. Marlene H. Dortch
November 18, 2004
Page 2

         At the time the Consolidated Application was placed on public notice, an application was

pending before the Commission seeking Commissi;)n consent to the assignment of various non—

common carrier earth station licenses from ComGen to Intelsat LLC (the "ComGen

Transaction")." Intelsat LLC is an indirect wholly—owned subsidiary of Intelsat (Bermuda), Ltd.,

which is in turn wholly—owned by Intelsat. On October 27, 2004, the Commission granted

Intelsat authority to consummate the ComGen Transaction." Pursuant to this grant, ComGen

assigned the following non—common carrier licenses to Intelsat LLC on October 29, 2004:°

         Part 25: Earth Station Licenses: call signs E980015, E980016, E980019, E980217,
                                          E990303

         In footnote 68 of the Consolidated Application, the Applicants indicated they would file a

minor amendment to the Consolidated Application upon closing of the ComGen Transaction



         3         Letter from Tom W. Davidson, Counsel for Zeus Holdings Limited and Bert W. Rein, Counsel for
Intelsat, Ltd., to Ms. Marlene H. Dortch, Secretary, FCC, IB Docket No. 04—366 (dated November 6, 2004); Letter
from James L. Ball, Chief, Policy Division, International Bureau, FCC to Tom W. Davidson, Counsel for Zeus
Holdings Limited and Bert W. Rein, Counsel for Intelsat, Ltd., IB Docket No. 04—366 (dated October 19, 2004).
       4        Public Notice, Pleading Cycle Established, Applications of Comsat General Corporation,
Lockheed Martin Global Telecommunications LLC, Comsat New Services, Inc., Intelsat LLC, and Intelsat MTC
LLC to Assign Licenses and Authorizations and Request for a Declaratory Ruling on Foreign Ownership, DA 04—
1873 (rel. June 25, 2004). This application also sought consent to the assignment of various other licenses and
authorizations from COMSAT General Corporation, Lockheed Martin Global Telecommunications LLC
("LMGT"), and Comsat New Services, Inc. to Intelsat LLC and Intelsat MTC LLC. Concurrent with this
amendment, the Applicants are filing letters pursuant to Section 1.65 of the Commission‘s rules to amend their
pending Consolidated Application to include the other licenses and authorizations recently acquired by Intelsat LLC
from COMSAT General Corporation and Comsat New Services, Inc. Similarly, the Applicants are filing
amendments to the Consolidated Application to seek consent to the transfer of control of the licenses and
authorizations recently acquired by Intelsat MTC LLC from LMGT to Zeus.
        5        Public Notice, Authorizations Granted, Applications of Comsat General Corporation, Lockheed
Martin Global Telecommunications LLC, Comsat New Services, Inc., Intelsat LLC, and Intelsat MTC LLC to
Assign Licenses and Authorizations and Request for a Declaratory Ruling on Foreign Ownership, DA 04—3418 (rel.
Oct. 27, 2004).

        6       Letter from Jennifer D. Hindin, Wiley Rein & Fielding LLP, to Marlene H. Dortch, Secretary,
FCC, IB Docket No. 04—235 (filed Nov. 12, 2004) (notification of consummation of assignment of licenses and
authorizations).


Ms. Marlene H. Dortch
November 18, 2004
Page 3

requesting Commission consent to transfer control to Zeus of the former ComGen licenses.‘

Given that the ComGen Transaction now has closed, the Applicants hereby update the

Consolidated Application, pursuant to Section 1.65 of the Commission‘s rules," to include a

request for FCC consent to the transfer of control of the licenses assigned to Intelsat LLC by

virtue of the ComGen Transaction to Zeus. Specifically, the Parties request that licenses

associated with the above call signs be associated with IB file number SES—T/C—20040903—

01330, which is associated with the Consolidated Application.

         In the Public Notice seeking comment on the Consolidated Application, the Commission

acknowledged that these former ComGen licenses ultimately would be part of this proceeding.©

No comments were filed in that proceeding by the filing deadline. The Applicants are filing the




         7       Consolidated Application for Consent to Transfers of Control ofHolders of Title II and Title IHI
Authorizations and Petition for Declaratory Ruling Under Section 310 of the Communications Act of 1934, as
Amended, IB Docket No. 04—366 (filed Sept. 3, 2004).

         8        47 C.F.R. § 1.65.
         9       Public Notice, Intelsat, Ltd., Transferor, and Zeus Holdings Limited, Transferee, Seek FCC
Consent to Transfer Control of Licenses and Authorizations and a Declaratory Ruling on Foreign Ownership,
Pleading Cycle Established, IB Docket No. 04—366, DA 04—3018, fns. 4, 6 (rel. Sept. 21, 2004).


Ms. Marlene H. Dortch
November 18, 2004
Page 4

instant amendment at the Commission‘s request and with the understanding that another

pleading cycle need not be established regarding the transfer of control of these licenses to Zeus.




Sincerely,




/obHllepden roe                                        Ajachobe Cbflipdo._ron
Tom W. Davidson                                        Bert W. Rein
Akin Gump Strauss Hauer & Feld LLP                     Wiley Rein & Fielding LLP
1333 New Hampshire Ave., N.W.                          1776 K Street, N.W.
Washington, D.C. 20036                                 Washington, D.C. 20006
Counsel for Zeus Holdings Limited                      Counsel for Intelsat, Ltd.


ce:    James Ball, Chief, Policy Division, International Bureau
       Kathleen Collins, Policy Division, International Bureau
       Neil Dellar, Transaction Team, Office of General Counsel
       JoAnn Lucanik, Satellite Division, International Bureau
       Jeff Tobias, Public Safety and Critical Infrastructure Division, Wireless Telecommunications
                Bureau
       John Kennedy, Experimental Licensing Branch, Office of Engineering and Technology
       Susan O‘ Connell, Policy Division, International Bureau



Document Created: 2004-11-23 14:24:27
Document Modified: 2004-11-23 14:24:27

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