Attachment Petition to Adopt

Petition to Adopt

PETITION submitted by "DOJ" "FBI" "DHS"

Petition to Adopt

2004-11-24

This document pretains to SES-T/C-20040903-01331 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2004090301331_407606

Before the Federal Communications Commission Washington, DC 20554 RECEIVED NOV 2 4 2004 Federal Communications Commission Office of S e c r e W In the Matter of Intelsat, Ltd., Transferor 1 IB Docket No.04-366 and IB File Nos. SAT-T/C-20040903-00167; Zeus Holdings Limited, Transferee SES-T/C-20040903-01332; SES-T/C-20040903-01331; Consolidated Application for Consent to Transfers SES-T/C-20040903-01330; of Control of Holders of Title II and Title III SES-T/C-2o040903-0 1328; Authorizations SAT-T/C-2-3-00 166; ITC-T/C-2OO4O9O7-00357; and ITC-T/C-20040907-00356; ISP-PDR-20040907-8 Petition for Declaratory Ruling Under Section 310 of the Communications Act of 1934, As Amended WTB File No. 0001855699 OET File No. 0030-EX-TU-2004 PETITION TO ADOPT CONDITIONS TO AUTHORIZATIONS AND LICENSES The United States Department of Justice (“DOJ”), including the Federal Bureau of Investigation (“FBI”), together with the United States Department of Homeland Security (“DHS”), and the United States Department of Defense, (collectively, the “Agencies”), respectfully submit this Petition to Adopt Conditions to Authorizations and Licenses (“‘Petition”), pursuant to Section 1.41 of the Federal Communications Commission’s (“FCC’por - “Commission”) rules.’ Through this Petition, the Agencies advise the Commission that they have no objection to the Commission granting the applications filed in the above-referenced ’ 47 C.F.R. 0 1.41. 1

proceeding, provided that the Commission conditions the grant of the applications on Intelsat, Ltd.(‘Intelsat”) and Zeus Holdings M t e d (“Zeus”) (jointly, the “Applicants”) abiding by the commitments and undertakings contained in their November 24,2004 le-r to Laura H.Parsky, Tina W. Gabbrielli, and Patrick W. Kelley (‘Utter”) attached hereto as Exhibit 1. In the abovecaptioned proceeding, the Applicants filed a consolidated application with the FCC seeking consent to transfer control of Intelsat’s FCC-licensed subsidiaries, which hold Title II and Title III authorizations, from Intelsat to Zeus.* The Applicants also sought a declaratory ruling that the foreign ownership of Intelsat following consummation of the proposed transaction will serve the public interest under Section 310 of the Communications Act of 1934, as amen^.^ As the Commission is awm, the Agencies have taken the position that their ability to satisfy their obligations to protect the national security, enforce the laws, and preserve the sdety of the public could be impaired by transactions in which foreign entities will own or operate a part of the U.S.telecommunications system, or in which foreign-located facilitiw will be used to provide domestic telecommunications services to U.S.customers. After discussions with the Applicants’ representatives in connection with the proposed acquisition and transfer of contiol, the Agencies have concluded that the commitments set forth in the Letter are sufficient to ensurt that the Agencies and other entities with responsibility for enforcing the law, protecting the national security, and preserving public safety can proceed in a legal, secure, and confidential manner to satisfy these responsibilities. Accordingly, the Agencies hereby advise the Intelsat, Ltd and Zeus Holdings Limited, Consolidated Applicationfor Consent to Trmrsfer of Control of Holders of Title I1and Title III Authorizations and Petitionfor Declaratory Ruling . Under Section 310 of the Communications Act of 1934, As Amended, IB Docket No.04-366 (filed Sept. 3,2004). Id.

Patrick w.Kclley Dcputy~dcouaoet Federal Bureau ofbvedgalion 935 Pennsylvada A v m N.W. Washiagton, D.C. 20532 (202) 3246829 Carl Wayne smith aarcral counssl D e f a e Wodcna System Agancy P.O.Box 4502 Arlington, VA 222044502 (703) 607-6091 3

Commissionthat they have no objedion to the CommisSim p t h g the a b o v t - r t f m d appjications fbr consent to transfers of control, provided that tha Cammission don^ its consent on compliance by the Applicants with the commitments set forth in the Letter. The Agencies arc authorized to state that tho Applicaats do not object to the grant ofthis LUXZlRParsky Patrick W.Kallay Deputy Assista~tAttorney Gonerd Deputy General a & Office ofthe Assistant AttornGy GulmaI Federal Burcau of Invcatigation - criminslDivision Room 2113 935 Pennsylvania Avgluq N.W. United States Department of Justice Wsshington. D.C. 20532 950 PennsylvaniaA v ~ u cN.W. , (202) 324-6829 Washington, D.C. 20530 (202) 616-3928 01-1 Wayne Smith Ditectar of ~attlligenctCoordination and GwtratCowsal special lnfiastructurcProtactionprograms DtfinwInfbnnationS-Agdnoy ~flBc8of~cture~tection P.O. Box 4502 U.S.Department ofHomeland Security Arlington,VA 222044502 Washington,D.C. 20528 (703) 607-6091 (202) 282-8582 Novmbeb 24,2004 3

Commission that they have no objection to the Commission p t h g the above-ref-& applications for consent to transfers of control, providd that the commission condftions its consent on compliancc by the Applicants with the commitments set forth in the Ltttar. The Agencies an authorized to state that the Applicants do not object to the grant of this Petition. Laura H.Parsky Bputy Assistarrt Attorney Gencrd Office of the Assistant Attorney General Fedcral Bureau of Investig&a - Criminal Division Room 3113 unitad Statts rJepartment of Justice 935 Pennsylvgrlia Avenue, N.W. Washington, D.C.20532 950 Pennsylvania Avenue, N.W. (202) 324-6829 Washington, D.C. 20530 (202)616-3928 Tina W.Gabbridli Carl Wayne Smith Director of InrclligenccCoordination and General Counsel special Infrastnrcnut htection Progrnms Defense lnfonnation Systcms A-y otxi of rnfrastntcNn prowion P.O. Box 4502 U.S, Department of HomcJand Security Arlington, VA 22204-4502 Washington, D.C. 20528 (703) 607-6093 (202) 282-8582 Novembti 24,2004 3

Commission that they have no objection to the Commission granting the above-ref- applications for consent to transfers of control, provided that the Commission conditions its consent on compIiance by the Applicants with the commitments set forth in the Lettm. The Agencies are authorized to state that the Applicants do not object to the grant of this Petition. Respectfully submitted, Laura H.Panrky Patrick W. Kellcy Deputy Assistant Attorney General Deputy General COUDSC~ Office of the Assistant Attorney General Federal Bureau of Investigation Criminal Division - Room 21 13 935 PennsylvaniaAvcnuc, N.W. United States Department of Justice Washington, D.C.20532 950 Pennsylvania Averme, N.W. (202) 3246829 Washington, D.C.20530 (202) 616-3928 Tina W.Gabbrielli Director of Intelligence Coordination and General Counsel Special Infrastructure Protection Programs Defense Infomation Systems Agency Office of Infhstructure Protection P.O.Box 4502 U.S. Department of Homeland Security Arlington, VA 22204-4502 Washington, D.C.20528 (703)607-609 1 (202) 282-8582 November 24,2004 3

EXHIBIT 1

November 24,2004 Ms.Laura H. Parsky Deputy Assistant Attorney General Office of the Assistant Attorney G e n d criminalDivision - Room 2 113 United States Department ofJustice 950 Pennsylvania Avenue, N W Washgton, DC 20530-0001 Ms.Tina W.Gabbnelli Director of Intelligence Coordination and Special Infrastructure Protection Programs Officeof Infi.astructure Protection U.S.Department ofHomeland Security Washington,DC 20528 Mr. Patrick W. Kelley Deputy General Counsel Federal Bureau of Investigation 935 Pennsylvania Avenue, W Washington,DC 20535 Re: . Proposed Acqujsidon of Intelsat, Ltd. by Zeus Holdings Limited Dear Ms.Parsky, Ms.Gabbnelli and Mr. Kelley On behalf of our clients, Zeus Holdings Limited (“Zeus”) and Intelsat, Ltd (“Intelsat”), we appreciate the opportunity to confer with representatives of the Federal Bureau of Investigation (“‘F”’’), the Department of Justice (“DOJ”), and the Department of Homeland Security (“DHS”) (collectively, the “Agencies”) about Zeus’proposed acquisition of Intelsat (the ‘‘Proposed Transaction”). This letter responds to your request for certain information about the Proposed Transaction and the Federal Communications Commission (“FCC”) authorizations that Zeus intends to acquire. I. Introduction On September 3,2004, Intelsat and Zeus filed a consolidated application with the FCC for: (i) consent to transfer control of the Intelsat subsidiaries that hold Title II and Title I IIauthorizations;and (ii) a declaratory ruling that the foreign ownership

.. . November 24,2004 Page 2 of Intelsat following consummation of the proposed transaction will serve the public interest under Section 3 10 of the Communications Act of 1934, as amended.’ This transfer of control will be carried out in connection with the proposed amalgamation of Intelsat with Zeus. As M e r discussed below, upon closing of the Proposed Transaction, Zeus undertakes to: (1) continue the commitments made to the Agencies by Intelsat in previous Intelsat transactions regarding the Proxy Agreement covering htelsat General Corporation (Tntelsat and the Security Committee ap ointed by the Board of Directors of Intelsat Global S d c c P Corporation (“IGSC”); (2) notify the Agencies prior to Intelsat providing common carrier switched services, even where no additional FCC authorization or license would be required; and (3) noti@ the Agencies of the initial composition of the boards of directors of Zeus, Intelsat, Ltd.,and Intelsat (Bermuda) Ltd.and any subsequent changes in the membership of those companies’ boards of directors. Based on these undertakings and the fact that Intelsat does not plan to provide common carrier switched services either before the Proposed Transaction or under Zeus’ownership, the parties to the Proposed Transaction consider it unlikely that law enforcement or other U.S.government authorities would find it useM to work through Zeus and Intelsat to address surveillance concerns and related matters. lI. Overview of the Parties A. InteIsat Intelsat is a Bermuda company that owns and operates a global satellite system that provides bulk space segment capacity to other companies for a wide array of ‘Intelsat, Ltd. and Zeus Holdings Limited, Consolidated Applicationfor Conrent to il)uursfrr of Control ofHolders of Title N and Title III Authorizations and Petitionfor Declaratory Ruling Under Section 310 of the CommunicationsAct of 1934, As Amended, lB Docket No.04-366 at 32 (fled sept 3,2004). ’Applications of Comsat General Corporation,Lockheed Martin Global TelecommunlcationsLLC, Comsat New Services, Inc., lntekat U C ,and Intelsat MTCUC to Assign LscenseS and Authorizations and Requestfor a Declaratory Ruling on Foreign Ownership, Public Notice, DA 04- 3418 at App. B (rel. Oct. 27,2004) (the “Intelsat/ComGen Transaction”). Effective November 12, 2004,Intelsat Government Solutions Corporation changed its name to Intelsat General Coqoktion. ’ Id. See bra1 Satellite, Inc. (Debtor-in-Possession) and b r a 1 SpaceCom Corporation (Dcbdorcinn- Possession), Assignors and Intelsat North America, LLC, Assignee, Applicationsfor Consent to Assignments of Space Station Authorizations and Petitionfor Declaratory Ruling Under Section 310(6)(4) of the CommunicationsAct of 1934, Order and AuthorizatiOn, 19 FCC Rcd 2404 at Exh. 1 (?nt’l Bur.2004) (“Zntelsat/Loralorder”).

November 24,2004 Page 3 communications services, including voice, video, data, and Intemet connections. The htelsat fleet of satellites offers this capacity in approximately 200 countries and territories, serving customers that range fiom large telecommUnications carrim and broadcasters to corporate networks and Internet service providers. These customers include distributors that resell bulk satellite capacity, as well as customers that lease satellite capacity for their own use. B. Zeus Zeus is a Bexmuda company formed by a consortium of four private equity funds (each a “Private Equity Fund” and, collectively, the “Private Equity Funds”’). The Private Equity Funds are ultimately controlled by individuals (and in some cases their estate planning vehicles) (hereinafter referred to collectively as ”Principals”) affiliated with the following private equity fimd fim: Apax Partners Worldwide, LLP and Apax Partners,Inc. (together, “Apax”), Apollo Management V,L.P. ‘ (“Apollo”), Madison Dearbom Partners (“MDP”), and Permira Advisors LLC and other advisory entities (“Permira”). Apax, Apollo, MDP and Pennira are among the world’s leading private equity investment firms,which collectively manage an aggregate of approximately $47 billion in equity capital investments in a variety of industries, both domestically and internationally. III. Description of the Proposed Transaction On August 16, 2004,Intelsat and its wholly owned subsidiary, Intelsat (Berm&), Ltd., entered into a transaction agreement and plan of amalgamation (the “Tmsaction Agreement”) with Zeus, its wholly owned subsidiary, Zeus Merger One Limited, a Bermuda company, and Zeus Merger Two Limited, a Bermuda company that is wholly owned by Zeus Merger One Limited. Pursuant to the Transaction Agreement, the Private Equity Funds indirectly will acquire lOO?! of the outstanding capital stock of Intelsat, Ltd. Each of the Private Equity Funds holds 25% ofthe e q ~ t yinterests in Zeus. Zeus, in tum, will own 100% of the outstanding capital stock of Intelsat, Ltd, and thus, each of the Private Equity Funds will indirectly own 25% of the equity interests in Intelsat, Ltd. The Proposed Transaction will be fbnded with a combination of debt and equity financing fbr which commitment letters are in place. The aggregate value of the Proposed Transaction, including the assumption by Zeus of approximately $2 billion of outstanding Jntelsat debt, is approximately $5 billion. The Proposed Transaction will take place in two phases, which will occur upon shareholder approval and satisfaction of other closing conditions set forth in the

November 24,2004 Page 4 Transaction Agreement. In Phase One, Intelsat, Ltd. and Zeus Merger One Limited will m a l amate (the “Amalgamation”) and will continue as a Bermuda exempted 9 company. Mer consummation of the Amalgamation, the amalgamated entity will be a wholly owned subsidiary of Zeus. In Phase Two, Intelsat (Bermuda), Ltd. and Zeus Merger Two Limited will amalgamate (the “Sub-Amalgamation”) and will continue as a Bermuda exempted company. The Sub-Amalgamation may occur concurrently with or after the Amalgamation, at the election of Zeus. After consunmation of the Sub-Amalgamation, the sub-amalgamated entity resulthg from Phase Two will be a wholly owned subsidiary of the amalgamated entity resulting fmm Phase One. Importantly, the parties to the Proposed Transaction have undertaken to continue to administer Intelsat General, a U.S.subsidiary of Intelsat that acquired the majority of U.S.government and certain other customer contracts associated with the IntelsaKomGen Transaction, pursuant to a proxy agreement With the U.S.Defense Security Service (“DSS”), a Department of Defense agency. Specifically, in conjunction with its acquisition of the COMSAT General Business assets, Intel& negotiated a proxy agreement (the “Proxy Agreement”) with DSS to ensure that no impermissible foreign ownership, control, or influence is exercised over the U.S. government contracts acquired. Under the Proxy Agreement, three Proxy Holders, who are resident U.S.citizens and have no past or present affiliation with htclsat, . will serve as directors of Intelsat General, and Will exercise all of the voting power in htelsat’s shares of Intelsat General and Intelsat General’s shares in its subsidiaries. The parties to the Proposed Transaction Will maintain a proxy agreement for Intelsat General and work with DSS to modify the existing Proxy Agreement to obtain DSS approval. Under B e m d a law,an amalgamationis a process, similar to a merger, in which two companies combine and become a single company via an amalgamation agreement approved by the companies' boards of directors and shareholders. Although a single company emerges as the surviving entity, Bermuda law imputes that both amalgamating companies continue to “survive” in the amalgamation. The amalgamation becomes effective upon the issuance of a certificate of amalgamationby dze Bermuda Registrar. Upon issuance of the certificate, the amalgamated company has the following characteristicsunder Bermuda law: (i) the property of each amalgamating company becomes the property ofthe amalgamated Company; (ii) thc amalgamated company continues to be liable for the obligations of each amalgamating company; (iii) an existing claim against, or liability of, an amalgamating company shall be unaffected; (iv) civil, criminal, or administrative actions OT proceedings pending by or against an amalgamating company may continue to be prosecuted by or against the amalgamated company; and (v) a conviction against, or judgment in favor of (or against), an amalgamating company may be enforced by, or against, the amalgamated company, ’Ihc amalgamated companyi s likely to keep the name Intelsat, Ltd.

November 24,2004 Page 5 In addition, in connection with its acquisition of certain assets of LOA Satellite, Inc. and Lord SpaceCom Corporation (iointly, ‘Zoral”), Intelsat established a secwity committee ( the “Security Committee”) in IGSC,a U.S.subsidiary.’ Tho Security Committee,which is composed exclusively of U.S. citizens, has solejurisdiction over security issues. By agreement among Intelsat, Ltd., IGSC,and the Agencies, the Security Committee also serves as the locus for U.S.govemment requests for cooperation on any law enforcement, national security, public safcty, or infrastructure protection issues, including issues involving any of the ass& acquired h m the COMSAT General Businesses. The Proposed Transaction will not alter the commitment to maintain the Security Committee as Contemplated by the InteZsatLLoral Order and the Intelsat/ComGen Transaction The Proposed Transaction also will not change Intelsat’s plans With respect to the provision of common canier switched services. Intelsat does not plan to provide common canier switched services either before or after the Proposed Transaction, and Zeus has no plans to change this arrangement post-transaction. Moreover, as agreed in the IntelsatlComGen Transaction, Intelsat will notif$’the Agencies before providing common carrier switched services, even where no additional FCC authorization or license would be required to provide such service. N.Ownership Structure Post-Transaction Zeus is wholly owned by twenty entities (including U.S.,Cayman Islands, Dutch, German, Guernsey, and U.K.limited partnerships, a G-an corporation, a Guernsey company, and a Guemsey employee investment plan) (collectively, the “Investing The Investing Funds are directly owned by: (i) several hundred limited partners (“Limited Partners”)or other passive investors, each of which has solely an economic interest in the Investing Funds and none of which has any ability to control an Investing Fund,Zeus or, upon completion of the Proposed Transaction, Intelsat; and (ii) general partners (“General Partners”) or similar entities which are responsible for managing each of the Investing Funds? No Zntelsat/Loral Order at Exh. 1. Exhibit 1 of the Intelsat/Lorul Order contains the tcxt of an amendment to IGSC’s by-law to establish the Security committee. See id. The IGSC by-law<have been modified to account for the Proposed Transaction and arc attached as Attachment 1 to this letter. The chart appended as Attachment 2 illustrates relevant portions of the post-transaction ownership StlUCtWC. ’The ecollomic interestsheld by General Partners are! usually in de minimis amounts, and in no case does the economic interest of a General Partner in an Investing Fund exceed 1.8%, except for MDP

November 24,2004 Page 6 Limited Partner in any of the twenty Investing Funds w ill hold an equity interest in any of the Investing Funds which, when diluted by the Investing Funds' respective interests in Zeus, is equivalent to an equity interest of five percent or greater in Zeus. Limited Partners of the Investing Funds that are organized in the United States hold a total indirect equity interest in Zeus ofapproximately 63.64%, and non-U.S. Limited Partners in the Investing Funds hold a total indirect equity interest in Zeus of approximately 36.36%. Non-U.S., non-WTO Limited Partners in the Investing Funds hold a total indirect equity interest in Zeus of less than one percent. As noted above, none of the Limited Partners is in a position to control Zcus or Intelsat. Control over the Investing Funds and,ultimately, control over the voting rights inherent in the sharesof Zeus, rests With Principals affiliated with the fiwi management companies that are the Investing Funds' promoters or sponsors. Specifically, the Investing Funds are managed and ultimately controlled by fok private equity fbnd p u p s : (i) the Apax Europe V and Apax Excelsior VI fund groups,which are advised respectively by Principals of Apax Partners Worldwide, LLP and Apax Partners,Inc.; (ii) the Apollo V fund group, which is advised by Principals of Apollo Management V,L.P.;(iii) the M D P Global Investors Limited fund group, which is advised by Principals of Madison Dearborn Partners; and (iv) the Permira Europe UI fimd group, which is advised by Principals of Pendm Advisors LLC and other advisory entities. Through their control of the Investing Funds, the Principals of each Private Equity Fund will indirectly control 25% of the outstanding capital stock of Zeus and will r effective1 have the right to appoint one of the four members of the Zeus board of directors. The board of directors manages the business of Zeus and exerciges the powers of the company, generally. Decisions by the Zeus directors require approval by three of the four directors, with the exception of any act that will treat any one of the Investing Funds differently h m the treatment of the other Investing Funds, which shall require the approval of the Private Equity Fund that controls the (Continued. . .) IV Global GP, L.P.,which holds a 3.23% interest in MDCP N Global Investments, L.P., and Pexmira Holdings Limited, which holds a 90% interest in Pennira Investments Limited, which represents an indirect interest in Zeus of 0.40%. * There are three classes of shares of stock in Zeus, each of which has different voting rights with respect to the election of directors. Ultimately, however, each Private Equity Fund holds a 25% voting interest with respect to both the election of directors and other matters.

November 24,2004 Page 7 differently treated Investing Fund, Thus,the two directors appointed by the Private Equity Funds controlled by foreign persons are unable to take any action with r respect to Zeus without the vote of at least one of the directors a pointed by the Private Equity Funds controlled by U.S.persons (or vice versa). V. FCC Authorizations Several of Intelsat’s U.S. subsidiaries hold Title II common c b e r authorizations. In addition, several of Intelsat’s U.S.subsidiaries also hold Title III licenses, including space station authorizations, earth station licenses, and wireless Intelsat does not currently provide and has no plans to provide common carrier switched services using the Title II authorizations or the equipment authorized under the Title III licenses either before or after the Proposed Transaction. Zeus has no plans to change these service arrangements post-closing. Moreover, Intelsat Will notify the Agencies before providing such services, even where no fiuthex FCC authorization is required. Therefore, Intelsat and Zeus consider that they would be unlikely candidates for requests to assist U.S.law enforcement agencies With electronic surveillance. * * * In the event that there is a need to use Intelsat’s facilities to conduct. l a d y authorized surveillance, Intelsat and Zeus will take all reasonable measures to assist and support the FBI or any other United States federal, state or local agency with law enforcement or national security responsibilities in conducting, in a secure and efficient manner,lawfully authorized electronic surveillance. Such assistance shall include, but not be limited to, disclosure, if necessary,of technical and enghecring information relating to the design, maintenance or operation of Intelsat’s systems. Intelsat and the agency seeking the cooperation will work together in determiniag what is reasonable, taking into account the investigative needs of the agency and Intelsat’s commercial interests. Zeus and Intelsat agree to maintain the Security Committee’s authority pursuant to the IGSC By-laws attached hereto, and to opera* With respect to other actions requiring the voting ofZeus shan~,55% ofthe shares that am entitied to vote are ultimately controlledby U.S.persons. lo Intelsat also holds a U.S.Permitted Space Station List approval to serve the United States using the IA-13 satellite it acquired b m Loral.

November 24,2004 Page 8 under a proxy agreement, as described above. Within 60 days of the consummation of the Proposed Transaction, Zeus will provide the Agencies copies of the policies and procedures implemented by the Security Committee appointed by the IGSC board of directors. In addition, Zeus agrees to notify the Agencies of the initial composition of the Boards of Directors of Zeus, Intelsat, Ltd., and Intelsat (Bermuda)Ltd. (‘Directors’’) and of subsequent changes to the Directors. Zeus will inform the Agencies, by letter addressed to each of you, of the names and nationalities of the Directors within fourteen (14) days of consummation of the Proposed Transaction. Zeus will continue to notify you, or individuals that you designate, within ten (10) days of the election or designation of new Directors until exempted h m doing so by operation oflaw or agreement with the Agencies, and will supply such other information regarding the Directors as may be reasonably requested by the Agencies. Going forward,Zeus and Intelsat undertake that Intelsat will provide the Agencies with advance notice of Intelsat’s provision of common carrier switched services, even if no further FCC authorization is required. For any future service requiring an additional Section 2 14 authorization, Intelsat will provide the Agencies a copy of any application filed with the FCC. For any future common carrier switched service, like domestic U.S.switched service, that may be provided without obtaining a new Section 2 14 authorization, Intelsat Will notify the Agencies 30 days before offering any such service. Similarly, Intelsat will notify the Agencies 30 days in advance of beginning to use any of the equipment subject to t r a n s f d Title JII licenses for the provision of common carrier switched services. Please contact the undersigned if you require any me r infomation. Thank you for your attention to this matter.

November 24,2004 Page 9 sincerely, h / John B. Reynhds, III Tom W.Davidson Wiley Rein & Fielding LLP Akin Gump Strauss Hauer & Feld, LLP 1776 K Street, NW 1333 New Hampshire Avenue, N.W. Washington,DC 20006 Washington, D.C.20036 202-7 19-7000 202-887-4026 Counsel to Intekat, Ltd. Counsel to Zeus Holdings Limited cc: John R. LoGalbo, DOJ Jon D. Pifa, FBI Lou W. Brenncr, Jr., DHS

Attachment 1 UNANIMOUS CONSENT IN LIEU OF MEETING OF THE BOARD OF DIRECTORS OF INTELSAT GLOBAL SERVICE CORPORATION The undersigned, being all of the directors of Intelsat Global Sewice Corporation. a Delaware corporation (the 'Corporation'), do hereby cansent to the adoption of and do hereby adopt the follwmg resoluttons, and do hereb)' dlrect that this consent be filed with the minutes of the proceedings of the Board of Directors of the Corporation (the 'Board"). *RESOLVED, that Section 3.3 of the By-law of the Corporation be and hereby is amended by inserting at the end of the first sentence of clause (0,'0 any decision by the Corporation relatlng ta compliance with lawful U.S. prwss where Foreign laws or requests from a Foreign government or other foreign entlty may be a facta," the foilawing text ",provided, however, that nothing herein shall preclude (i) the members of the 8oard of Directors of Zeus Holdings Ltd from exercising their lawful authority to alter, affect, or obtain information about the operations, security, personnel or infrastructure of the domestic communications network, or GI) the natural persons (ortheir deslgnees) who are the ultimate controlling principals of the Apax Europe V and Apax Excelsior VI fund groups, the Permlra Europe Ill fund group, the Madison Dearbom fund group, and the Apolla V fund group from also lawfully obtalnlng such information, so long BS such actions In either case do not violate polides promulgated by the Security Committee to address US. nationalsecurity, law enforcement public safety or Infrastructure protection concerns." me remahder of thb page Intentionally left blanli] .

NESS WHEREOF, we have hereunm executed this consent as of .

OWNERSHIP. MANAGEMENT AND CONTROL OF THE PROPOSED TRANSFEREES

CERTIF’ICATE OF SERVICE I, Christopher E- Ryan hereby declare that copies of the foregohg Petition to Adapt Conditions to Authorizations and Licenses were delivered either by hand or electronic maiI, this day, November 24,2004, to the following: Marlene H.Dortch (hand delivery) James Ball (hand and d l delivery) SCGrctary Policy Division Federal Communications Commission htemational Bureau 44s TwelRh Street, saw Federal Communications Commission Washington, D.C. 20554 445 Twelfth Slmct, S.W. Washington, D.C. 20554 James.Ball@fcc.gov Neil Dellar (hand and email delivery) Kathlten Collins (hand and email delivery) Transaction Team Policy Division Office ofthe General Counsel Intemational Blwau Federal CommunicationsC&ssion Federal Comm~cationsCodSSion 445 Twelfth Street, S.W. 445 Twelfth Street, S.W. washing to^, D.C. 20554 Washington, D.C.20554 NeiLDellar@fcc.gov Kathleem.Collias@f~.gov Jeff Tobias (hand and email delivery) J o bLucauik (hand and mail delivery) Public Safety and Critical hhtructure Division Satellite Division Wmless TelecommunicationsBureau ‘International Bureau Federal Communications Commission F e d 4 Communications CodsSion 445 Twelfth Stmet, S.W. 445 Twelfth Street, S.W. Washington. D.C.20554 Washington, D.C. 20554 Jeff.Tobia@fcc.gov JoAnn.Luc~@fcc.go~ Susan O’Connell (hand and email delivtry) John Kennedy (hand and ornail delivery) Policy Division Experimental LicMeing Branch International Bureau Office of EngineKing and Technology Fed& Communications Commission F c d d Communications Commission 445 Twelfth Street, S.W. 445 Twelfth Street, S.W. Washington, D.C.20554 Washington,D.C.20554 sus~o’comell@ gov~ . Neil.~lhr@fcc.gov Best Copy and hinting, Inc. (maildalivtry) 445 Twelfth s-4 sw Room CY43402 Washington, D.C.20554 fccabcpiweb.cam


Document Created: 2004-12-01 08:19:47
Document Modified: 2004-12-01 08:19:47
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