Application Form [pdf]

This document pretains to SES-T/C-20121203-01063 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012120301063_976912

Approved by OMB 3060−0678 Date & Time Filed: Dec 3 2012 7:13:35:473PM File Number: SES−T/C−INTR2012−02770 APPLICATION FOR SATELLITE SPACE AND EARTH STATION AUTHORIZATIONS FOR FCC Use Only TRANSFER OF CONTROL OR ASSIGNMENTFCC 312 MAIN FORM FOR OFFICIAL USE ONLY APPLICANT INFORMATION Enter a description of this application to identify it on the main menu: ToC to Global Eagle − 12/2012 1−8. Legal Name of Applicant Name: Row 44 Inc. Phone Number: 818−706−3111 DBA Fax Number: Name: Street: 4353 Park Terrace Drive E−Mail: jcostello@row44.com City: Westlake Village State: CA Country: USA Zipcode: 91361 − Attention: Mr James Costello 1

9−16. Name of Contact Representative Name: David S. Keir Phone Number: 202−429−8970 Company: Lerman Senter PLLC Fax Number: 202−293−7783 Street: 2000 K Street, NW E−Mail: dkeir@lermansenter.com Suite 600 City: Washington State: DC Country: USA Zipcode: 20006− Attention: David S. Keir Relationship: Legal Counsel CLASSIFICATION OF FILING 17. Choose the button next to the classification that applies to this filing for (N/A) b1. Application for License of New Station both questions a. and b. Choose only one (N/A) b2. Application for Registration of New Domestic Receive−Only Station for 17a and only one for 17b. (N/A) b3. Amendment to a Pending Application (N/A) b4. Modification of License or Registration a1. Earth Station b5. Assignment of License or Registration a2. Space Station b6. Transfer of Control of License or Registration (N/A) b7. Notification of Minor Modification (N/A) b8. Application for License of New Receive−Only Station Using Non−U.S. Licensed Satellite (N/A) b9. Letter of Intent to Use Non−U.S. Licensed Satellite to Provide Service in the United States (N/A) b10. Other (Please specify) 2

17c. Is a fee submitted with this application? If Yes, complete and attach FCC Form 159. If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114). Governmental Entity Noncommercial educational licensee Other(please explain): 17d. Fee Classification A CZB − Mobile Satellite Earth Stations Quantity 1 (First Station) Fee Classification B Quantity 0 (Each Additional Station) 18. If this filing is in reference to an 19. If this filing is an amendment to a pending application enter: existing station, enter: (a) Date pending application was filed: (b) File number of pending application: (a) Call sign of station: Not Applicable Not Applicable Not Applicable 3

TYPE OF SERVICE 20. NATURE OF SERVICE: This filing is for an authorization to provide or use the following type(s) of service(s): Select all that apply: a. Fixed Satellite b. Mobile Satellite c. Radiodetermination Satellite d. Earth Exploration Satellite e. Direct to Home Fixed Satellite f. Digital Audio Radio Service g. Other (please specify) 21. STATUS: Choose the button next to the applicable status. Choose 22. If earth station applicant, check all that apply. only one. Using U.S. licensed satellites Common Carrier Non−Common Carrier Using Non−U.S. licensed satellites 23. If applicant is providng INTERNATIONAL COMMON CARRIER service, see instructions regarding Sec. 214 filings. Choose one. Are these facilities: Connected to a Public Switched Network Not connected to a Public Switched Network N/A 24. FREQUENCY BAND(S): Place an "X" in the box(es) next to all applicable frequency band(s). a. C−Band (4/6 GHz) b. Ku−Band (12/14 GHz) c.Other (Please specify upper and lower frequencies in MHz.) Frequency Lower: Frequency Upper: 4

TYPE OF STATION 25. CLASS OF STATION: Choose the button next to the class of station that applies. Choose only one. a. Fixed Earth Station b. Temporary−Fixed Earth Station c. 12/14 GHz VSAT Network d. Mobile Earth Station e. Geostationary Space Station f. Non−Geostationary Space Station g. Other (please specify) 26. TYPE OF EARTH STATION FACILITY: Choose only one. Transmit/Receive Transmit−Only Receive−Only N/A PURPOSE OF MODIFICATION 27. The purpose of this proposed modification is to: (Place an "X" in the box(es) next to all that apply.) Not Applicable 5

ENVIRONMENTAL POLICY 28. Would a Commission grant of any proposal in this application or amendment have a significant environmental Yes No impact as defined by 47 CFR 1.1307? If YES, submit the statement as required by Sections 1.1308 and 1.1311 of the Commission’s rules, 47 C.F.R. 1.1308 and 1.1311, as an exhibit to this application. A Radiation Hazard Study must accompany all applications for new transmitting facilities, major modifications, or major amendments. ALIEN OWNERSHIPEarth station applicants not proposing to provide broadcast, common carrier, aeronautical en route or aeronautical fixed radio station services are not required to respond to Items 30−34. 29. Is the applicant a foreign government or the representative of any foreign government? Yes No 30. Is the applicant an alien or the representative of an alien? Yes No N/A 31. Is the applicant a corporation organized under the laws of any foreign government? Yes No N/A 32. Is the applicant a corporation of which more than one−fifth of the capital stock is owned of record or voted by Yes No aliens or their representatives or by a foreign government or representative thereof or by any corporation organized N/A under the laws of a foreign country? 6

33. Is the applicant a corporation directly or indirectly controlled by any other corporation of which more than Yes No one−fourth of the capital stock is owned of record or voted by aliens, their representatives, or by a foreign N/A government or representative thereof or by any corporation organized under the laws of a foreign country? 34. If any answer to questions 29, 30, 31, 32 and/or 33 is Yes, attach as an exhibit an identification of the aliens or foreign entities, their nationality, their relationship to the applicant, and the percentage of stock they own or vote. BASIC QUALIFICATIONS 35. Does the Applicant request any waivers or exemptions from any of the Commission’s Rules? Yes No If Yes, attach as an exhibit, copies of the requests for waivers or exceptions with supporting documents. 36. Has the applicant or any party to this application or amendment had any FCC station authorization or license Yes No revoked or had any application for an initial, modification or renewal of FCC station authorization, license, or construction permit denied by the Commission? If Yes, attach as an exhibit, an explination of circumstances. 37. Has the applicant, or any party to this application or amendment, or any party directly or indirectly controlling Yes No the applicant ever been convicted of a felony by any state or federal court? If Yes, attach as an exhibit, an explination of circumstances. 7

38. Has any court finally adjudged the applicant, or any person directly or indirectly controlling the applicant, Yes No guilty of unlawfully monopolizing or attemptiing unlawfully to monopolize radio communication, directly or indirectly, through control of manufacture or sale of radio apparatus, exclusive traffic arrangement or any other means or unfair methods of competition?If Yes, attach as an exhibit, an explanation of circumstances 39. Is the applicant, or any person directly or indirectly controlling the applicant, currently a party in any pending Yes No matter referred to in the preceding two items? If yes, attach as an exhinit, an explanation of the circumstances. 40. If the applicant is a corporation and is applying for a space station license, attach as an exhibit the names, address, and citizenship of those stockholders owning a record and/or voting 10 percent or more of the Filer’s voting stock and the percentages so held. In the case of fiduciary control, indicate the beneficiary(ies) or class of beneficiaries. Also list the names and addresses of the officers and directors of the Filer. 41. By checking Yes, the undersigned certifies, that neither applicant nor any other party to the application is Yes No subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti−Drug Act of 1988, 21 U.S.C. Section 862, because of a conviction for possession or distribution of a controlled substance. See 47 CFR 1.2002(b) for the meaning of "party to the application" for these purposes. 42a. Does the applicant intend to use a non−U.S. licensed satellite to provide service in the United States? If Yes, Yes No answer 42b and attach an exhibit providing the information specified in 47 C.F.R. 25.137, as appropriate. If No, proceed to question 43. 8

42b. What administration has licensed or is in the process of licensing the space station? If no license will be issued, what administration has coordinated or is in the process of coordinating the space station?Canada 43. Description. (Summarize the nature of the application and the services to be provided). (If the complete description does not appear in this box, please go to the end of the form to view it in its entirety.) Application for authority to transfer control of Row 44 Inc.’s current FCC license to operate a Ku−band aeronautical mobile−satellite earth station network from the company’s current shareholders to Global Eagle Acquisition Corp., which will be renamed Global Eagle CERTIFICATION The Applicant waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and requests an authorization in accordance with this application. The applicant certifies that grant of this application would not cause the applicant to be in violation of the spectrum aggregation limit in 47 CFR Part 20. All statements made in exhibits are a material part hereof and are incorporated herein as if set out in full in this application. The undersigned, individually and for the applicant, hereby certifies that all statements made in this application and in all attached exhibits are true, complete and correct to the best of his or her knowledge and belief, and are made in good faith. 9

44. Applicant is a (an): (Choose the button next to applicable response.) Individual Unincorporated Association Partnership Corporation Governmental Entity Other (please specify) 45. Name of Person Signing 46. Title of Person Signing James B. Costello VP, Engineering 47. Please supply any need attachments. Attachment 1: Attachment 2: Attachment 3: WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503). 10

SATELLITE EARTH STATION AUTHORIZATIONS FCC Form 312 − Schedule A FOR OFFICIAL USE ONLY Select one of the following CONSENT TO TRANSFER OF CONTROL CONSENT TO ASSIGNMENT OF LICENSE NOTIFICATION OF TRANSFER OF CONTROL OF RECEIVE NOTIFICATION OF ASSIGNMENT OF RECEIVE ONLY ONLY REGISTRATION REGISTRATION A1. Name of Licensee (as shown on FCC 312 − Main Form) Name: Row 44 Inc. Phone 818−706−3111 Number: DBA Name: Fax Number: Street: 4353 Park Terrace Drive E−Mail: jcostello@row44.com City: Westlake Village State: CA Country: USA Zipcode: 91361 − Attention: James B. Costello A8. List Callsign(s) of station(s) being assigned or transfered Callsign: Callsign: Callsign: Callsign: Callsign: Callsign: Callsign: Callsign: E080100 11

A9. No. of station(s) listed 1 A10. Name of Transferor/ Assignor Name: Row 44 Inc. Phone 818−706−3111 Number: Company: Row 44 Inc. Fax Number: Street: 4353 Park Terrace Drive E−Mail: jcostello@row44.com City: Westlake Village State: CA Country: USA Zipcode: 91361 − Attention: David S. Keir Relationship: Legal Counsel A15. Name of Transferee/ Assignee Name: Global Eagle Acquisition Corp. Phone 310−209−7280 Number: DBA Name: Fax Number: Street: 10900 Wilshire Boulevard E−Mail: jgraf@geacq.com Suite 1500 City: Los Angeles State: CA Country: USA Zipcode: 90024 − Attention: Mr James Graf 12

A20. If these facilities are licensed, is the transferee / assignee directly or indirectly controlled by any other entity? Yes If yes, attach as Exhibit E, a statement (including organizational diagrams where appropriate) which fully and No completely identifies the nature and extent of control including: (1) the name, address, citizenship, and primary busienss of the controlling entity and any intermediate subsidiaries or parties, and (2) the names, addresses, N/A citizenshihp, and the percentages of voting and equity stock of those stockholders holding 10 percent or more of the controlling corporation’s voting stock. A21. If these facilities are licensed, attach as Exhibit F, a complete statement setting forth the facts which show how the assignment or transfer will serve the public interest. CERTIFICATION 1. The undersigned, individually and for licensee, certifies that all attached exhibits pertinenet to Schedule A and all statement made in Schedule A of this application are true, compete and correct to the best of his/her knowledge and belief. The undersigned also certifies that any contracts or other instruments submitted herewith are complete and constitute the full agreement. 2. The undersigned represents that stock will not be delivered and that control will not be transferred until the Commission’s consent has been received, but that transfer of control or assignment of license will be completed within 60 days of Commission consent. The undersigned also acknowledges that the Commission must be notified by letter within 30 days of consummation. A22. Printed Name of Licensee (Must agree with A1) A24. Title (Office Held by Person Signing) Row 44 Inc. James Costello, VP, Engineering A26. Printed Name of License Transferor / Assignor A28. Title (Office Held by Person Signing) (Must agree with A10) Row 44 Inc. James Costello, VP, Engineering A26. Printed Name of License Transferee / Assignee A28. Title (Office Held by Person Signing) (Must agree with A15) Global Eagle Acquisition Corp. James Graf, CFO 13

FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT The public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the required data, and completing and reviewing the collection of information. If you have any comments on this burden estimate, or how we can improve the collection and reduce the burden it causes you, please write to the Federal Communications Commission, AMD−PERM, Paperwork Reduction Project (3060−0678), Washington, DC 20554. We will also accept your comments regarding the Paperwork Reduction Act aspects of this collection via the Internet if you send them to PRA@fcc.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS ADDRESS. Remember − You are not required to respond to a collection of information sponsored by the Federal government, and the government may not conduct or sponsor this collection, unless it displays a currently valid OMB control number or if we fail to provide you with this notice. This collection has been assigned an OMB control number of 3060−0678. THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF 1995, PUBLIC LAW 104−13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507. 14

43. Description. (Summarize the nature of the application and the services to be provided). Application for authority to transfer control of Row 44 Inc.’s current FCC license to operate a Ku−band aeronautical mobile−satellite earth station network from the company’s current shareholders to Global Eagle Acquisition Corp., which will be renamed Global Eagle Entertainment, Inc. following consummation of the transaction. Full details of the proposed transfer are contained in Exhibits E and F to the application. 15


Document Created: 2019-04-09 13:13:16
Document Modified: 2019-04-09 13:13:16
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