Attachment Amendment

This document pretains to SES-T/C-20070921-01431 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2007092101431_634809

fi DOWLOhneS Raymond G. Bender D 2024776.2758 & thender@dowlohnes.com April 7, 2008 VIA HAND DELIVERY Marlene H. Dortch, Esquire Secretary Federal Communications Commission The Portals 445 12th Street, S.W. Washington, D.C. 20554 Re: Amendment to Pending Applications for Transfer of Control of Reuters America LLC; SES—T/C—20070921—01430 and SES—T/C—20070921—01431 Dear Ms. Dortch: Transmitted herewith, on behalf of The Woodbridge Company Limited ("Woodbridge"), transferee, is a minor amendment related to each of the above—referenced applications for Commission consent to a proposed transfer of control of the earth station authorizations held by Reuters America LLC ("Reuters America"), from the present shareholders of Reuters Group PLC to Woodbridge. The purpose of the amendmentis to submit a new Exhibit E to clarify certain aspects of the proposed transaction and, in particular, to identify and provide relevant information for each of the entities included in the chain of ownership between Woodbridge and the licensee, Reuters America. This amendment is "minor" in all respects because Woodbridge, the transferee underthe transfer applications as originally filed, still will be in control of licensee Reuters America upon consummation of the proposed transaction. No FCC filing fee is required in connection with the filing of this amendment. Should any question arise with regard to this amendment, kindly communicate with the undersigned. Respectfully submitted, PE Raymond G..Bender, Jr. RGB/vII Enclosure ec: Karl Kensinger, Esquire Scott Kotler Jeanette Spriggs Dow Lohnes PLLC Washinaton, DC | Attanta, GA 1200 New Hampshire Avenue, NW, Suite 800 Attorneys at Law Washington, DC 20036—6802 wwnw.dowlohnes.com T 202776.2000 F 202.776.2222

Reuters America LLC FCC Form 312 April 2008 AMENDMENT The Woodbridge Company Limited ("Woodbridge") hereby amends the pending FCC Form 312 applications for Commission consent to a transfer of control of the private, non—commoncarrier earth station authorizations held by Reuters America LLC from the present shareholders of Reuters Group PLC to Woodbridge. Specifically, Schedule A, Item A20 is being amended to submit a new Exhibit E, attached hereto, to clarify certain aspects of the proposed transaction and, in particular, to identify and provide relevant information for each of the entities included in the chain of ownership and control between Woodbridge, the transferee, and Reuters America LLC. The amendment relates to the following two pending applications: Licensee Name Call Signs FCC File Number Reuters America LLC E4309, E950436, E930235 SES—T/C—20070921—01430 and E881388 Reuters America LLC E881389 and E881390 SES—T/C—20070921—01431 The undersigned hereby certifies that all statements made in this amendment are true, complete and correct to the best of his knowledge and belief. The undersigned also certifies that neither the applicant nor any other party to the application is subject to a denial of Federal benefits that include FCC benefits pursuant to Section 5301 ofthe Anti—Drug Act of 1988, 21 U.S.C. Section 862, because of the conviction for possession or distribution of a controlled substance. R%@ submittec, / / Date: April £, 2008 David W. Binet Executive Vice President and Secretary The Woodbridge Company Limited

Reuters America LLC FCC Form 312 Schedule A, Item A20 April 2008 Exhibit Parties to the Application This application requests FCC consent to the transfer of control of Reuters America LLC ("Reuters America"), the holder of various FCC authorizations for the use of private, non— common carrier earth station facilities in the United States. Two separate FCC Form 312 transfer of control applications are being filed simultaneously herewith: one for the Fixed Earth Station authorizations held by Reuters America (Call Signs E4309, E950436, E930235 and E881388); and another for the VSAT Network authorizations held by Reuters America (Call Signs E881389 and E881390). The proposed transaction involves an acquisition of Reuters Group PLC ("Reuters") by The Thomson Corporation ("Thomson") through a dual listed company structure. At the closing of the transaction (the "Closing"), Reuters America will undergo a transfer of control from the present shareholders of Reuters to The Woodbridge Company Limited ("Woodbridge"), the Thomson family holding company that will be the controlling shareholder of the unified group known as Thomson Reuters. T. The Parties A. Reuters Reuters is a global information company providing financial information, trading capabilities, software and news to professionals in financial services, media and corporate markets. Reuters is a public company whose shares are listed on the London Stock Exchange and the Nasdaq. No person holds 10 percent or more of the Reuters voting stock. The principal offices of Reuters are located at 30 South Colonnade, Canary Wharf, London E14 5EP, United Kingdom. Reuters America, the licensee ofthe earth stations that are the subject of this application, is owned and controlled by Reuters through a series ofintermediate subsidiaries identified below (with the ultimate parent, Reuters, listed first and each intermediate subsidiary and its country of formation and primary business listed in succession). The current ownership and control structure of Reuters America also is depicted on the chart in Attachment A.

Reuters America LLC FCC Form 312 Schedule A, Item A20 April 2008 Company‘ Citizenship Primary Business Reuters Group PLC UK Holding Company Reuters Holdings Limited UK Holding Company Reuters Limited UK Main Operating Company Reuters Group Overseas Holdings (UK) Limited UK Holding Company Reuters Overseas Holdings BV Netherlands Holding Company Reuters International Holdings SARL Switzerland Holding Company Reuters America Holdings, Inc* USA Holding Company Reuters America LLC USA Distributor As described below, the foregoing ownership structure of Reuters America will be modified as a result of the proposed transaction, with ultimate control over the Reuters operations being transferred fromthe current shareholders of Reuters to Woodbridge. In addition to Reuters publicly—traded shares, there currently is a single Founders Share in Reuters owned by Reuters Founders Share Company Limited, whose directors are required to act generally in accordance with the Reuters Trust Principles, which are designed to ensure the independence, integrity and freedom from bias of the Reuters news service. B. The Thomson Corporation and Woodbridge Thomson is a global provider of value—added information, integrated with software tools and applications, for professionals in legal, tax, accounting, financial services, scientific research and healthcare markets. Thomson, a corporation formed under the laws of Ontario, is a publicly— traded company whose shares are listed on the Toronto and New York Stock Exchanges. The principal executive offices of Thomson are located at Metro Center, One Station Place, Stamford, Connecticut 06902. The registered office of Thomson is Suite 2706, Toronto— Dominion Bank Tower, Post Office Box 23, Toronto—Dominion Centre, Toronto, Ontario, MSK 1A1, Canada. ‘ The address of each of Reuters Group PLC, Reuters Holdings Limited, Reuters Limited and Reuters Group Overseas Holdings (UK) Limited is 30 South Colonnade, Canary Wharf, London E14 5EP, United Kingdom. The address of Reuters Overseas Holdings B.V. is Drentestraat 11, Amsterdam, 1083 HK, Netherlands. The address of each of Reuters International Holdings SARL and Reuters America Holdings Inc is 153 Route de Thonon, 1245 Collonge—Bellerive, Geneva, Switzerland. * Reuters America Holdings, Inc holds all of the voting common stock in Reuters America (reflecting 71.5% of the total equity of the company) and Reuters C LLC, whose addressis at 3 Times Square, New York New York, holds non—voting preferred shares in Reuters America reflecting 28.5% of the total equity in the company. Reuters C LLC is wholly—owned by Reuters America Holdings, Inc

Reuters America LLC FCC Form 312 Schedule A, Item A20 April 2008 Woodbridge, a private company incorporated in Ontario, Canada, is the controlling shareholder of Thomson. Woodbridge is the primary investment vehicle for members of the family of the late Roy H. Thomson, the first Lord Thomson of Fleet (collectively, the "Thomson family"). Woodbridge has voting control over common shares of Thomson representing approximately 70% of the outstanding common shares of Thomson. Woodbridge has its offices at 65 Queen Street West, Suite 2400, Toronto, Ontario, MSH 2M8, Canada. Prior to his death in June 2006, Kenneth R. Thomson controlled Thomson through Woodbridge. He did so by holding shares ofa private holding company of Woodbridge, Thomson Investments Limited ("TIL"). Under his estate arrangements, the 2003 TIL Settlement, a trust of which the trust company subsidiary of the Bank of Nova Scotia is trustee and members of the Thomson family are beneficiaries, holds those TIL shares. The stock of the Bank of Nova Scotia is widely held. The equity of Woodbridge continues to be owned indirectly by members of the Thomson family. Under the Kenneth R. Thomson estate arrangements, the directors and officers of Woodbridge are responsible for its business and operations. In certain limited circumstances, including very substantial dispositions of Thomson common shares by Woodbridge, the estate arrangements provide for the approval of the trustee to be obtained. All of the outstanding shares of Woodbridge are directly owned by The Thomson Company Inc ("TTCI"). TIL controls TTCI throughits direct ownership of a majority of the voting shares of TTCHI and its direct ownership ofthe voting shares of certain other Thomson family holding companies that directly or indirectly own the balance of the voting shares of TTCL TIL, TTCI and the other Thomson family holding companies are private holding companies incorporated in Ontario. The directors of TIL are David Thomson, Peter J. Thomson and W. Geoffrey Beattie, who are also directors of Woodbridge. The other directors of Woodbridge are John A. Tory and David W. Binet. David Thomson and Peter J. Thomson serve as the Chairmen of Woodbridge, Mr. Beattie serves as President of Woodbridge and Mr. Binet serves as Executive Vice President and Secretary of Woodbridge. All of the directors of Woodbridge are Canadian citizens and, with the exception of David W. Binet, are also directors of Thomson. IL. The Proposed Transaction Thomson will acquire Reuters by implementing the duallisted company ("DLC") structure depicted in the chart attached hereto as Attachment B. Under that structure, Thomson Reuters will have two parent companies, both of which will be publicly listed — the Thomson Corporation, renamed as Thomson Reuters Corporation, and Thomson Reuters PLC, a newly formed UK holding company, in which existing Reuters shareholders will receive shares as part of their consideration in the transaction. Those companies will operate as a unified group pursuant to contractual arrangements as well as provisions in their organizational documents. 13—

Reuters America LLC FCC Form 312 Schedule A, Item A20 April 2008 Under the DLC structure, shareholders of Thomson Reuters Corporation and Thomson Reuters PLC will have a stake in Thomson Reuters, with cash dividend, capital distribution and voting rights that are comparable to the rights they would have if they were holding shares in one company carrying on the Thomson Reuters business. As shown on the chart in Attachment B, the existing Reuters shareholders will own ordinary shares of Thomson Reuters PLC and the existing Thomson shareholders will continue to own common shares of the same company, renamed Thomson Reuters Corporation. The economic and voting interests represented by an individual share in one company relative to the economic and voting interests of an individual share in the other company will be determined by reference to an equalizationratio at the relevant time, with one Thomson Reuters PLC share initially having economic and voting rights equivalent to those of one Thomson Reuters Corporation share. Under the DLC structure, the shareholders of both companies ordinarily will vote together as a single decision—making body, including in the election of directors, and in that sense will have voting interests in Thomson Reuters. After the fransaction is consummated, the existing Thomson shareholders, including Woodbridge, will have an economic and voting interest in Thomson Reuters of approximately 76%, while existing Reuters shareholders will have an economic and voting interest in Thomson Reuters of approximately 24%. Woodbridge, by virtue of its voting control over approximately 70% of the Thomsonshares, will have an economic and voting interest in Thomson Reuters of approximately 53% and will thus be its controlling shareholder. As such, Woodbridge will generally be able to approve any matter submitted to a majority vote of shareholders of Thomson Reuters without the consent oftheir other shareholders, including, among other things, the election of directors. A Special Voting Share in each of Thomson Reuters Corporation and Thomson Reuters PLC will provide a mechanismto enable the shareholders of both companies effectively to vote together as a single decision—making body. Thus, for example, the numberof votes cast in favor of and against a resolution before the shareholders of Thomson Reuters PLC also will be reflected in the votes of a corresponding resolution before the shareholders of Thomson Reuters Corporation by way of the Thomson Reuters Corporation Special Voting Share, which will replicate the votes of the Thomson Reuters PLC meeting, and vice versa. The boards ofdirectors of Thomson Reuters Corporation and Thomson Reuters PLC will be comprised of the same individuals, as will the companies‘ executive management. Five of the initial directors will be current directors of Reuters, one of whom, Niall Fitzgerald, will be a Deputy Chairman, and nine will be current directors of Thomson, one of whom, David Thomson, will be the Chairman and another of whom, W. Geoffrey Beattie, will be a Deputy Chairman. Tom Glocer, who will become CEO of Thomson Reuters, will also be a director. Beyond the composition of the initial board, no specific arrangements regarding nominationor election of directors in the future have been adopted. Following the Closing, resolutions relating to the appointment, election, removal and re—election of directors will be considered as a joint electorate action and voted upon by the shareholders of each company effectively voting together as a single decision—making body. Thomson Reuters Corporation and Thomson Reuters PLC —4.

Reuters America LLC FCC Form 312 Schedule A, Item A20 April 2008 will comply with the applicable corporate governance standards in Canada, the United Kingdom and the United States. Thomson and Reuters have agreed that the Reuters Trust Principles and the Reuters Founders Share Company structure, which currently form part of the constitution of Reuters, will apply in a similar way to Thomson Reuters and that Thomson Reuters will support the Reuters Trust Principles. Woodbridge has further agreed that it will use its voting control to support the Reuters Trust Principles. The Reuters Trust Principles are designed to preserve independence, integrity and freedom from bias in the gathering and dissemination of news and information, Each of Thomson Reuters Corporation and Thomson Reuters PLC will issue a Reuters Founders Share to the Reuters Founders Share Company, which will enable it to vote in circumstances where a third party other than approved by the Reuters Founders Share Company obtains proscribed holdings of Thomson Reuters Corporation voting shares or Thomson Reuters PLC voting shares at or in excess of specified 15% and 30% limits. In general, votes cast by the Reuters Founders Share Company, alone or in combination with votes cast by approved persons, will be sufficienteither to negate the voting power ofthe third party or to constitute requisite majority voting power. Thomson Reuters Corporation will retain its existing listings on the Toronto Stock Exchange ("TSX") and on the New York Stock Exchange. The ordinary shares of Thomson Reuters PLC will be listed on the London Stock Exchange and its American Depository Shares will be listed on the Nasdaq. Thomson Reuters Corporation is expected to retain its existing inclusion in the S&P/TSX series of indices and Thomson Reuters PLC is expected to be included in the FTSE UK series of indices. Relevant information concerning the entities that will hold direct and indirect ownership interests in Reuters America following the Closing is set forth in Attachment C. A chart showing the relationships among those entities is attached as Attachment D.

Attachment A Reuters America LLC Pre—Closing Voting Interests Reuters Group PLC (UK) I 100% | Reuters Holdings Limited (UK) [ 100% | Reuters Limited (UK) | 100% | Reuters Group Overseas Holdings (UK) Limited (UK) I 100% | Reuters Overseas Holdings BV (Neth) 100% | Reuters International Holdings SARL (Switzerland) | 10(])% Reuters America Holdings Inc. (USA) | 1oo<l>/o 4/ Reuters America LLC (USA) (FCC Licensee) 1/ Reuters America Holdings Inc. holds all of the voting equity interests in Reuters America LLC. Reuters C LLC, a U.S. limited liability company, holds non—voting preferred interests in Reuters America LLC.

Attachment Dual Company Structure Post—Closing e Pn Existing Existing Reuters Thomson Shareholders Shareholders _ WM// Reuters Founders Share Reuters Founders Share Company Ltd. Company Ltd. Reuters Founders Share Reuters Founders Share Common Shares Ordinary Shares Thomson Reuters Corp. Thomson Reuters PLC |_ Special Voting Share Special Voting Share L_ Thomson Reuters Corporation Thomson Reuters PLC (formerly Thomson Corporation) Equalisation and Governance Agreement Identical Boards Unified Management Operations \ .........A +) Minority share interests are depicted on Attachment D.

Attachment C Entities with Ownership Interests in Reuters America Following the Closing Following the Closing, the following entities will have direct and indirect ownership interests in Reuters America. The relationships between these entities are shown in the chart in Attachment D and, where applicable, the abbreviation used for each entity on that chart is shown in parentheses following the entity‘s name below. Except where indicated, all ownership interests reflect both voting and equity. Entity Address Citizenship Business Interest The Woodbridge 65 Queen Street Canada Holding 70% of Thomson Company Limited West company Reuters (Woodbridge) Suite 2400 Corporation (53% Toronto ON MSH of Thomson 2MA Reuters) Thomson Reuters Metro Center, One Canada Holding 100% of 3097052 Corporation Station Place, company Nova Scotia (formerly The Stamford, CT 06902 Company Thomson Corporation) (TR Corp) 3097052 Nova 900—1959 Upper Canada Holding 100% of 1602854 Scotia Company Water Street company Ontario Limited (NSULC) Halifax, NS B3J 2X2 1602854 Ontario Suite 2706 Canada Holding 100% of Thomson Limited P.O. Box 24 company Canada Limited (Ontario) Toronto, Dominion (Luxembourg Bank Tower Branch) Toronto Dominion Centre 66 Wellington St W Toronto, ON, MSK 1Al Thomson Canada 7 Boulevard Royal, Luxembourg Holding 100% of Thomson Limited L2449 Luxembourg company Holdings S.A. (Luxembourg Branch) (TCL) Thomson 7 Boulevard Royal, Luxembourg Holding 100% of Thomson Holdings S.A. L2449 Luxembourg company Finance SA (THSA) Thomson Finance 7 Boulevard Royal, Luxembourg Holding 100% of Thomorg SA L2449 Luxembourg. company S.ar.d. (TFSA)

Reuters America LLC FCC Form 312 Schedule A, Item A20 April 2008 Entity Address Citizenship Business Interest Thomorg S.a.r.l. 7 Boulevard Royal, Luxembourg Holding 100% of TR L2449 Luxembourg. company International Holdings S.a.r.1 TR International 7 Boulevard Royal, Luxembourg Holding 100% of Canvas Holdings S.a.r.1 L2449 Luxembourg. company Holdings Limited (TR Int‘l Holdings Sarl) Canvas Holdings 57/63 Line Wall Gibraltar Investment Approximately Limited Road, Gibraltar holding 39.9% of TR (CHL) company (2008) Limited; 4% of TR Holdings Limited Thomson Reuters The Reuters England and Holding Approximately PLC Building Wales company 59.9% of Thomson (TR PLC) South Colonnade Reuters (2008) Canary Wharf Limited; 100% of London E14 SEP TR Investments Limited TR Investments First Floor England and Holding Less than 1% of Limited The Quadrangle Wales company TR (2008) Limited (TR Investments 180 Wardour Street Litd) London WIA 4YG TR (2008) First Floor England and Holding 96% of TR Limited The Quadrangle Wales company Holdings Limited; 180 Wardour Street non—voting London W1IA 4YG preference shares in LN Holdings Limited representing approximately 2% of total equity. TR Holdings Clarendon House Bermuda Investment 100% of voting Limited 2 Church Street holding interest and (TRHL) Hamilton, HM 11 company approximately 98% Bermuda of equity in LN Holdings Limited LN Holdings Clarendon House Bermuda Investment —©| 100% of LiveNote Limited 2 Church Street holding Technologies (LN Holdings) Hamilton, HM 11 company Limited Bermuda

Reuters America LLC FCC Form 312 Schedule A, Item A20 April 2008 Entity Address Citizenship Business Interest LiveNote The Quadrangle England Transcript 100% of LiveNote Technologies First Floor and evidence Inc. Limited 180 Wardour Street management (LNUK) London W1IA 4YG software England provider LiveNote Inc. 221 Main Street, Delaware Transcript 100% of Thomson (LNUS) Suite 1250, and evidence U.S. Holdings, Inc. San Francisco, CA management 94105 software provider Thomson U.S. 100 W. Commons Delaware Holding 100% of Thomson Holdings, Inc. Blvd., Suite 435, company Corporation USA (TUSHI) New Castle, DE Inc. 19720 Thomson 100 W. Commons Delaware Holding 100% of Corporation USA Blyd., Suite 435, company Thomeorp. No. 4 Inc. New Castle, DE 19720 Thomcorp. No. 4 100 W. Commons Delaware Holding 100% of Blvd., Suite 435, company Thomcorp. No. 5 New Castle, DE 19720 Thomcorp. No. 5 100 W. Commons Delaware Holding 100% of THI Blvd., Suite 435, company (U.S.) Inc. New Castle, DE 19720 THI (U.8.) Inc. 100 W. Commons Delaware Holding 100% of Thomson Bivd., Suite 435, company U.S. Inc. New Castle, DE 19720 Thomson U.S. 100 W. Commons Delaware Holding 100% of The Inc. Blvd., Suite 435, company Thomson New Castle, DE Corporation 19720 ‘| Delaware Inc. The Thomson 100 W. Commons Delaware Holding 100% of Corporation Blyd., Suite 435, company Physicians‘ Desk Delaware Inc. New Castle, DE Reference, Inc. 19720 Physicians‘ Desk Five Paragon Drive, Florida Publishing 100% of Thomson Reference, Inc. Montvale, NJ 07645 Financial Holdings Inc.

Reuters America LLC FCC Form 312 Schedule A, Item A20 April 2008 Entity Address Citizenship Business Interest Thomson 100 W. Commons Delaware Holding 100% of Thomeorp Financial Blvd., Suite 435, company Holdings Inc. Holdings Inc. New Castle, DE 19720 Thomeorp One Station Place New York Holding 100% of Holdings Inc. Stamford, CT 06902 company Quantitative Analytics, Inc.; 94.53% of Thomson Financial LLC Quantitative 230 South Lasalle Illinois Software 5.47% of Thomson Analytics, Inc. Street Development Financial LLC (Quantitative Chicago, IL 60604 Analytics) Thomson 195 Broadway, Delaware Legal, 100% of Reuters Financial LLC New York, NY financial and America Holdings, 10007 professional Inc.‘; 100% of publishing Reuters C, LLC and services Reuters America The Reuters US Legal, 100% of voting Holdings, Inc.‘ Building financial and interest and 71.5% 3 Times Square professional of equity interest in 20" Floor publishing Reuters America New York, NY, and services LLC 10038 Reuters C LLC The Reuters US Other Non—voting Building financial preferred shares in 3 Times Square vehicle Reuters America 20" Floor, New LLC representing York, NY 10038 28.5% of total equity. ‘ On April 28, Reuters America Holdings, Inc will be merged with and into Thomson Financial LLC. ~4—

Attachment D Thomson Reuters Post—Closing Structure All voting interests reflected on this chart are 100% unless otherwiseindicated. The DLC structure is described in the text of Exhibit E. Woodbridge —| [\ oTR Pc 70% TR Cor Tfl:!nveslmems, id 50.90% NSULC 30.9% [ <1% Ontario [ Ricooe | Limited | 4% Non—voting LNUS TUSHI ( Thomson . |—. Corporation USA Inc... es npomomme i 1 [ THOMCORP | Holdings Inc . [ No. 4 Inc, l Thomcorp THOMCORP Holdir\gslm. No: 5 Inc. | Quantitative | I 1 Analytics (>| 94.53% OO i 5.47% nds L222 Thomson Thomson . US Inc nancial LLC comimas «l (..Thomson proemmrmmmen . Corporation Reuters America * ‘‘Detaware Inc. |. Holdings Inc nommemmnn en Physicians Dosk — éé’uiel;s Reference Inc. ce Non—voting .( ‘Reviers: | America LLC * Note: On April 28, Reuters America Holdings Inc. will be merged with and into Thomson Financial LLC.


Document Created: 2008-04-11 10:21:17
Document Modified: 2008-04-11 10:21:17
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