MARLINK TORUK NSA 5.

PETITION submitted by US DOJ, NSD, FIRS

MARLINK TORUK NSA 5.24.16

2016-05-24

This document pretains to SES-T/C-20160119-00063 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016011900063_1136799

                                 SUCCESSOR AGREEMENT

        This SUCCESSOR AGREEMENT (the "Successor Agreement") is made as of the date
of the last signature affixed hereto (the "Effective Date") by and between MARLINK, INC.
("Martink" a Delaware corporation), TORUK AS ("Toruk," a Norwegian limited company, will
indirectly own all of Marlink‘s shares following the consummation of a transaction described
herein), on the one hand, and the UNITED STATES DEPARTMENT OF JUSTICE ("DOJ"), on
the other (with each of the foregoing referred to individually as a "Party" and collectively as the
"Parties").

                                           RECITALS

          WHEREAS, U.S. communications systems are essential to the ability of the U.S.
Government to fulfill its responsibilities to the public to preserve the national security of the
United States, to enforce the laws, and to maintain the safety of the public;

          WHEREAS, the U.S. Government has an obligation to the public to ensure that U.S.
communications and related information are secure in order to preserve the national security of
the United States, to protect the privacy of U.S. persons and to enforce the laws of the United
States;

         WHEREAS, it is critical to the well—being of the nation and its citizens to maintain the
viability, integrity, and security of the communication systems of the United States (see, e.g.,
Executive Order 13231, Critical Infrastructure Protection in the Information Age, and
Presidential Policy Directive/PPD—21, Critical Infrastructure Security and Resilience);

         WHEREAS, protection of Classified, Controlled Unclassified, and Sensitive Information
is also critical to U.S. national security;

       WHEREAS, EUROPEAN AERONAUTIC DEFENCE AND SPACE COMPANY
EADS N.V. (now known as AIRBUS GROUP SE), ASTRIUM HOLDING SAS (now known as
AIRBUS DS HOLDING $.A.S. ("ADH")), MOBSAT HOLDING NORWAY AS (now known
as MARLINK AS), VIZADA AS (known as ASTRIUM SERVICES BUSINESS
COMMUNICATIONS AS and subsequently merged into MARLINK AS), MOBSAT
HOLDING US CORP. (now known as AIRBUS DS SYSTEMS HOLDINGS, LLC ("ADS")),
Marlink, VIZADA FEDERAL SERVICES, INC., VIZADA SERVICES HOLDING, INC., and
VIZADA SERVICES LLC are parties to an agreement executed on November 29, 2001 with the
DOJ, the Federal Bureau of Investigation ("FBI"), and the Department of Homeland Security
("Original Agreement"), which was subsequently amended in 2007 ("Amendment 1"), 2008
("Amendment 2"), 2011 ("Amendment 3"), and 2016 ("Amendment 4"). Set forth below are the
changes made to the Original Agreement by Amendment 1, Amendment 2, Amendment 3, and
Amendment 4;

          WHEREAS, TELENOR SATELLITE, INC. was a party to the Original Agreement,
renamed VIZADA SATELLITE, INC. in 2008 and then merged into VIZADA, INC.;


       WHEREAS, TELENOR SATELLITE SERVICES, INC. was party to the Original
Agreement, then in 2008 merged with MINDSPARX, INC., which had been added to the
Original Agreement in Amendment 1, the merged entity was renamed VIZADA, INC., then
renamed ASTRIUM SERVICES GOVERNMENT, INC. in 2012, renamed AIRBUS DS
SATCOM GOVERNMENT, INC. in 2015, and sold in 2016 to SATCOM DIRECT
COMMUNICATIONS, INC., a wholly U.S.—owned company, renamed COMSAT, INC., and
removed from the Original Agreement in Amendment 4;

       WHEREAS, GMPCS PERSONAL COMMUNICATIONS, INC. was added to the
Original Agreement in Amendment 1 and removed from the Original Agreement in Amendment
2, when the company was sold;

       WHEREAS, TELENOR SECURE SERVICES, INC. was added to the Original
Agreement in Amendment 1, renamed VIZADA SECURE SERVICES, INC. in 2008, and
renamed VIZADA FEDERAL SERVICES, INC. in 2011;

      WHEREAS, VIZADA SERVICES HOLDING, INC. was added to the Original
Agreement in Amendment 2, and is no longer operational;

       WHEREAS, VIZADA SERVICES LLC was added to the Original Agreement in
Amendment 2, and is no longer operational;

       WHEREAS, EUROPEAN AERONAUTIC DEFENCE AND SPACE COMPANY
EADS N.V. was renamed AIRBUS GROUP N.V. in 2014 as part of a corporate rebranding
initiated in 2013, and then renamed AIRBUS GROUP SE in 2015 after changing its corporate
form from Naamloze Vennootschap to societas Europaea;

       WHEREAS, ASTRIUM HOLDING SAS was renamed ADH in 2014 as part of a
corporate rebranding initiated in 2013;

      WHEREAS, INCEPTUM 1 AS was added to the Original Agreement in Amendment 1,
renamed MOBSAT HOLDING NORWAY AS in 2008, then merged with its direct subsidiary,
ASTRIUM SERVICES BUSINESS COMMUNICATIONS AS, in 2014 and the surviving entity
was renamed ASTRIUM SERVICES AS, then renamed MARLINK AS in 2016;

       WHEREAS, TELENOR BROADBAND SERVICES AS was renamed TELENOR
SATELLITE SERVICES AS in 2007, renamed VIZADA AS in 2008, renamed ASTRIUM
SERVICES BUSINESS COMMUNICATIONS AS after a corporate restructuring in 2012—2013,
then merged with its holding entity MOBSAT HOLDING NORWAY AS in 2014, and the
surviving entity was renamed ASTRIUM SERVICES AS, then renamed MARLINK AS in 2016;

      WHEREAS, TELENOR SATELLITE SERVICES HOLDING, INC. in 2008 merged into
MOBSAT HOLDING US CORP., which then was merged into and renamed ASTRIUM
AMERICAS, INC. in 2012, renamed AIRBUS DS SYSTEMS HOLDINGS, INC. in 2015, and
renamed ADS in 2016;                                                      #


        WHEREAS, MARLINK, INC. was renamed ASTRIUM SERVICES BUSINESS
COMMUNICATIONS, INC. in a corporate restructuring in 2012, then renamed Marlink in
2016;

        WHEREAS, the FBI was removed from the Original Agreement in Amendment 3;

      WHEREAS, the Department of Homeland Security was removed from the Original
Agreement in Amendment 4;

        WHEREAS, Marlink, ADH, and Toruk filed with the Federal Communications
Commission (the "FCC") on January 19, 2016, two transfer—of—control applications (the
"Applications") under Sections 214 and 310(d) of the Communications Act of 1934, as amended
(the "Act"), seeking FCC consent for the transfer of control from ADH to Toruk of international
Section 214 authority and a satellite earth station authorization held by Marlink (FCC File Nos.
ITC—T/C—20160119—00044 and SES—T/C—20160119—00063, respectively) (with the proposed
transaction referred to as the "Marlink Acquisition", and to be fully consummated only upon the
grant of consent by the FCC of ADH‘s transfer of control of Marlink to Toruk (the "FCC
Approval"));                                   ‘

        WHEREAS, as part of the Marlink Acquisition, Toruk will acquire Marlink AS, a
Norwegian limited company that owns all of Marlink‘s U.S. shares, from ADH; and Toruk is a
wholly—owned subsidiary of Makto S.Ar.l, a company incorporated under the laws of
Luxembourg, whose ultimate controlling parent company is Apax Partners Midmarket SAS, a
French société par actions simplifiée,

        WHEREAS, the Applications also request consent for the transfer of control of (1) any
licenses or authorizations issued to ADH for the benefit of Marlink during the pendency of the
FCC‘s consideration of the Applications or during the period required for consummation of the
assignments following the FCC Approval; and(2) applications that will have been filed for the
benefit of Marlink and that are pending at the time of consummation of the proposed
assignments;

        WHEREAS, by Executive Order 12661, the President, pursuant to Section 721 of the
Defense Production Act, as amended, authorized the Committee on Foreign Investment in the
United States ("CFIUS") to review, for national security purposes, foreign acquisitions of U.S.
companies;

        WHEREAS, Toruk and ADH have submitted a joint voluntary notice (the "Notice") to
the CFIUS of the proposed Marlink Acquisition, and Marlink and Toruk have agreed to enter
into this Successor Agreement to resolve any national security or law enforcement issues that the
DOJ might have in their consideration of the Notice or any other process of U.S. Government
review of the Marlink Acquisition, consistent with Article 6.3 below;

        WHEREAS, all remaining parties to the Original Agreement other than Marlink have
requested that they be removed from this Successor Agreement because they have ceased to
exist, are no longer operational, are an intermediate subsidiary, or will no longer own any FCC


authorizations or have an ownership interest in Marlink following Toruk‘s acquisition of
Marlink;

       WHEREAS, in the course of reaching this Successor Agreement, representatives of
Marlink and Toruk have represented to the DOJ that (a) they have no present plans, and are
aware of no present plans of any other entity, as a result of which Marlink will provide
communications through facilities located outside the United States except for bona fide
commercial reasons and (b) the Marlink business, including any future provision of Inmarsat
services related to U.S.—Licensed MESs, will be operated, on or after the Consummation Date,
exclusively by or on behalf of Marlink;

       WHEREAS, the Parties seek to ensure that the core national security, law enforcement,
and public safety—related provisions of the Original Agreement remain in full force and effect but
recognize that various corporate reorganizations, name changes, and amendments to the Original
Agreement have made comprehension of the Original Agreement, as amended, potentially
confusing; and

         WHEREAS, the Parties seek to adopt this Successor Agreement to address issues relating
to national security, law enforcement, and public safety and to establish the obligations of the
Parties;

       NOW THEREFORE, the Parties are entering into this Successor Agreement to address
U.S. national security, law enforcement and public safety issues in connection with the Marlink
Acquisition.

                          ARTICLE 1: DEFINITION OF TERMS

As used in this Successor Agreement:

1.1    "Call—Associated Data" or "CAD" means any information relating to a communication or
       relating to the sender or recipient of that communication and may include, without
       limitation, subscriber identification, called party number, calling party number, start time,
       end time, call duration, feature invocation and deactivation, feature interaction,
       registration information, user location, diverted—to number, conference party numbers,
       post cut—through dual—tone multifrequency (dial digit extraction), in—band and out—of—band
       signaling, party add, drop and hold, and any other call—identifying information, as defined
       in 47 U.S.C. §1001(2).

1.2    "Classified Information" means any information that has been determined pursuant to
       Executive Order 12958, as amended by Executive Orders 13292 and 13526, or any
       successor order, or the Atomic Energy Act of 1954, or any statute that succeeds or
       amends the Atomic Energy Act, to require protection against unauthorized disclosure.

1.3    "Consummation Date" means the date of final consummation (Fe., closing) of the
       Marlink Acquisition.


1.4    "Control" and "Controls" mean the power, direct or indirect, whether or not exercised,
       and whether or not exercised or exercisable through the ownership of a majority or a
       dominant minority of the total outstanding voting securities of an entity, or by proxy
       voting, contractual arrangements, or other means, to determine, direct, or decide matters
       affecting an entity or facility; in particular, but without limitation, to determine, direct,
       take, reach or cause decisions regarding:

       a.     The sale, lease, mortgage, pledge, or other transfer of any or all of the principal
              assets of the entity, whether or not in the ordinary course of business;
       b.     The dissolution of the entity;
       c.     The closing and/or relocation of the production or research and development
              facilities of the entity;
       d.     The termination or non—fulfillment of contracts of the entity;
       e.     The amendment of the articles of incorporation or constituent agreement of the
              entity with respect to the matters described in paragraphs (a) through (d) above; or
       £.     Rights or obligations under this Successor Agreement.

1.5    "Controlled Unclassified Information" means unclassified information, the export of
       which is controlled by the International Traffic in Arms Regulations (ITAR), 22 C.F.R.
       Chapter I, Subchapter M, or the Export Administration Regulations (EAR), 15 C.F.R.
       Chapter VI, Subchapter C.

1.6    "De facto" and "de jure" control have the meanings provided in 47 C.F.R. § 1.2110.

1.7    "Domestic    Communications"       means    (i)   Wire   Communications       or   Electronic
       Communications (whether stored or not) originating at one U.S. location and terminating
       at another U.S. location and (ii) the U.S. portion of a Wire Communication or Electronic
       Communication (whether stored or not) that originates from or terminates at a U.S.—
       Licensed MES.

1.8    "Domestic Communications Infrastructure" means (a) transmission and switching
       equipment (including software and upgrades) subject to Control by or on behalf of
       Marlink and in use to provide, process, direct, control, supervise or manage Domestic
       Communications, and (b) facilities and equipment in use by or on behalf of Marlink that
       are physically located in the United States, and (c) facilities in use by or on behalf of
       Marlink to control the equipment described in (a) and (b).

1.9    "Effective Date" has the meaning given it in the Preamble.

1.10   "Electronic Communication" has the meaning given it in 18 U.S.C. § 2510(12).

1.11   "Electronic Surveillance" means (i) the interception of wire, oral, or electronic
       communications as defined in 18 U.S.C. §§ 2510(1), (2), (4) and (12), respectively, and
       electronic surveillance as defined in 50 U.S.C. § 1801(f); (ii) access to stored wire or
       electronic communications, as referred to in 18 U.S.C. § 2701 et seq.; (iii) acquisition of
       information through pen register or trap and trace devices or other devices or features


       capable of acquiring such information pursuant to law as defined in 18 U.S.C. § 3121 ef
       seq. and 50 U.S.C. § 1841 et seq.; (iv) acquisition of location—related information
       concerning a service subscriber; (v) preservation of any of the above information
       pursuant to 18 U.S.C. § 2703(f); and (vi) access to, or acquisition or interception of,
       communications or information as described in (i) through (v) above and comparable
       State laws.

1.12   "Foreign" where used in this Successor Agreement,
                                                gr       > whether capitalized or lower Ccase,
       means non—U.S.


1.13   "Governmental Authority" or "Governmental Authorities" mean any government, any
       governmental, administrative, or regulatory entity, authority, commission, board, agency,
       instrumentality, bureau or political subdivision, and any court, tribunal, judicial or
       arbitral body.

1.14   "Intercept" or "Intercepted" has the meaning defined in 18 U.S.C. §2510(4).

1.15   "Lawful U.S. Process" means U.S. federal, state or local Electronic Surveillance orders
       or authorizations, and other orders, legal process, statutory authorizations, and
       certifications for interception of, access to or disclosure of Domestic Communications,
       Call Associated Data, Transactional Data or Subscriber Information authorized by U.S.
       federal, state or local law.

1.16   "Marlink" has the meaning given in the Preamble and may include its agents or other
       third partics.

1.17   "MES" means a mobile earth station (%.e., a hand—held, portable or other mobile terminal
       capable of receiving and/or transmitting Wire Communications or Electronic
       Communications by satellite).

1.18   "Non U.S.—Licensed MES" means an Inmarsat MES other than a U.S.—Licensed MES.

1.19   "Party" or "Parties" have the meaning given in the Preamble.

1.20   "Pro forma assignments" or "pro forma transfers of control" are transfers or assignments
       that do not involve a substantial change in ownership or control of Marlink or any FCC
       licenses or authorizations held by it, as provided by Sections 1.767(g)(7) and 63.24 of the
       FCC‘s Rules (47 C.F.R. §§ 1.767(g)(7) and 63.24).

1.21   "Sensitive Information" means unclassified information regarding (i) the persons or
       facilities that are the subjects of Lawful U.S. Process, (ii) the identity of the government
       agency or agencies serving such Lawful U.S. Process, (iii) the location or identity of the
       line, circuit, transmission path, or other facilities or equipment used to conduct Electronic
       Surveillance, (iv) the means of carrying out Electronic Surveillance, (v) the type(s) of
       service, telephone number(s), records, communications, or facilities subjected to Lawful
       U.S. Process, and (vi) other unclassified information designated in writing by an


       authorized official of a federal, state or local law enforcement agency or a U.S.
       intelligence agency as Sensitive Information.

1.22   "Subscriber Information" means information of the type referred to and accessible
       subject to procedures specified in 18 U.S.C. § 2703(c) or (d) or 18 U.S.C. § 2709. Such
       information shall also be considered Subscriber Information when it is sought pursuant to
       the provisions of other Lawful U.S. Process.

1.23   "Toruk" has the meaning given to it in the Preamble.              It includes all successors and
       assigns of Toruk.

1.24   "Transactional Data" means:

       a.      Call—identifying information, as defined in 47 U.S.C. § 1001(2), including without
               limitation the telephone number or similar identifying designator associated with
               a communication;
       b.      Internet   address    or   similar       identifying   designator   associated   with   a
               communication;
       c.      The time, date, size, and duration of a communication;
       d.      Any information relating to identity and physical address of a Marlink subscriber,
               user, or account payer;
       e.      To the extent associated with such a subscriber, user, or account payer, any
               information relating to all telephone numbers, Internet addresses, or similar
               identifying designators; the physical location of equipment, if known and if
               different from the location information provided under (f) below; types of
               services; length of service; fees; and usage, including billing records; and
       £.      Any information indicating as closely as possible the physical location to or from
               which communication is transmitted.

       The term does not include the content of any communication.

1.25   "United States," "US" or "U.$,." means the United States of America including all of its
       States, districts, territories, possessions, commonwealths, and the special maritime and
       territorial jurisdiction of the United States.

1.26   "U.S. LES" means a land earth station facility located in any state of the United States
       that is involved with the transmission of satellite communications and meets all other
       applicable requirements of this Successor Agreement and the Successor Implementation
       Plan.

1.27   "U.S.—Licensed MES" means an MES licensed by the FCC.

1.28   "U.S. POP" or "POP" means a Point of Presence through which communications are
       routed for purpose of switching and at which Electronic Surveillance can be conducted,
       and meeting all other applicable requirements of this Successor Agreement and the
       Successor Implementation Plan.


1.29   "Wire Communication" has the meaning given it in 18 U.S.C. § 2510(1).

1.30   Other Definitional Provisions. Other capitalized terms used in this Successor Agreement
       and not defined in this Article shall have the meanings assigned them elsewhere in this
       Successor Agreement. The definitions in this Successor Agreement are applicable to the
       singular as well as the plural forms of such terms and to the masculine as well as to the
       feminine and neuter genders of such term. Whenever the words "include," "includes,"
       "including" or "such as" are used in this Successor Agreement, they shall be deemed to
       be followed by the words "without limitation."

                  ARTICLE 2: INFORMATION STORAGE AND ACCESS

2.1    Successor Implementation Plan. Certain of the rights and obligations of the Parties are
       set forth in further detail in a successor implementation plan (the "Successor
       Implementation Plan"), which is executed by Marlink and is incorporated in and
       constitutes an integral part of this Successor Agreement. Marlink shall comply with the
       Successor Implementation Plan, subject to possible modifications in accordance with
       Article 9 of this Successor Agreement. The Successor Implementation Plan and all
       provisions of this Successor Agreement related to it, unless otherwise specified herein,
       are effective on the dates specified therein.

2.2    Domestic Communications Infrastructure.         Except to the extent and under conditions
       concurred in by the DOJ in writing:

          2.2.1    Location and Operation. Except strictly for bona fide commercial reasons
                   weighing in favor of using foreign—located Domestic Communications
                   Infrastructure, all Domestic Communications Infrastructure shall at all times
                   be located in the United States and will be directed, controlled, supervised
                   and managed in the United States by or on behalf of Marlink.

          2.2.2    Point of Presence.    As specified in the Successor Implementation Plan, all
                   Domestic Communications shall either be transmitted through a U.S. LES or
                   routed through a POP that includes a network switch under the control of
                   Marlink and is physically located in the United States, from which Electronic
                   Surveillance can be conducted pursuant to Lawful U.S. Process. Marlink
                   will provide technical or other assistance to facilitate such Electronic
                   Surveillance.

          2.2.3    Communications of a U.S.—Licensed MES. Domestic Communications from
                   a U.S.—Licensed MES shall not be routed outside the United States by
                   Marlink except strictly for bona fide commercial reasons.

          2.24     Communications of a Non U.S.—Licensed MES. Marlink shall configure its
                   network such that pursuant to Lawful U.S. Process, Electronic Surveillance


                  of a Non U.S.—Licensed MES can be conducted in accordance with the
                  Successor Implementation Plan.

2.3   Compliance with Lawful U.S. Process. Marlink shall take all practicable steps to
      configure its Domestic Communications Infrastructure to be capable of complying in an
      effective, efficient, and unimpeded fashion, and shall ensure that its employees in the
      United States will have unconstrained authority to comply, with:

       a.    Lawful U.S. Process;
       b.    Presidential orders issued under § 706 of the Communications Act of 1934, as
             amended, (47 U.S.C. § 606), § 302(e) of the Aviation Act of 1958 (49 U.S.C.
             § 40107(b)) and Executive Order 11161 (as amended by Executive Order 11382);
             and
             National Security and Emergency Preparedness rules, regulations and orders
             issued pursuant to the Communications Act of 1934, as amended (47 U.S.C.
             § 151 et seq.).

2.4   Information Storage and Access. Effective upon the Consummation Date, Marlink shall
      make available in the United States:

            stored Domestic Communications, if such communications are stored by or on
            behalf of Marlink for any reason;

            any Wire Communications or Electronic Communications (including any other
            type of wire, voice or electronic communications not covered by the definitions of
            Wire Communication or Electronic Communication) received by, intended to be
            received by, or stored in the account associated with a U.S.—Licensed MES, or
            transmitted through a U.S. LES operated by or on behalf of Marlink or routed
            through a POP operated by or on behalf of Marlink to or from a customer or
            subscriber of Marlink, if stored by or on behalf of Marlink for any reason;

            Transactional      Data   and   Call   Associated   Data   relating   to   Domestic
            Communications, if such information is stored by or on behalf of Marlink for any
            reason;

            Subscriber Information concerning the customers and subscribers of services
            using U.S.—Licensed MESs, or Marlink customers and subscribers who to
            Marlink‘s knowledge are domiciled in the United States or are holding themselves
            out as being domiciled in the United States, as well as Subscriber Information
            related to any Domestic Communication transmitted through a U.S. LES operated
            by or on behalf of Marlink or routed through a POP operated by or on behalf of
            Marlink, if such information is stored by or on behalf of Marlink for any reason;
            and

            Billing records relating to customers and subscribers of services using U.S.—
            Licensed MESs, or Marlink customers and subscribers who to Marlink‘s


              knowledge are domiciled in the United States or are holding themselves out as
              being domiciled in the United States, as well as billing records related to any
              Domestic Communication transmitted through a U.S. LES operated by or on
              behalf of Marlink or routed through a POP operated by or on behalf of Marlink,
              for so long as such records are kept, and at a minimum, for so long as such
              records are required to be kept, by or on behalf of Marlink, pursuant to applicable
              U.S. law or this Successor Agreement.

2.5   Mandatory Destruction. Effective upon the Consummation Date, Marlink shall ensure
      that the data and communications described in Articles 2.4(a) — (e) of this Successor
      Agreement are stored in a manner not subject to mandatory destmuction under any foreign
      laws, if such data and communications are stored by Marlink for any reason.

2.6   Billing Records. Marlink shall store for at least eighteen (18) months all billing records
      relating to customers and subscribers of services using U.S.—Licensed MESs, and shall
      make such records available in the United States. Nothing in this paragraph shall
      obligate Marlink to store such records for longer than eighteen (18) months.

2.7   Storage Pursuant to 18 U.S.C. § 2703(f). Upon a request made pursuant to 18 U.S.C.
      §2703(f) by a Governmental Authority within the United States to preserve any
      information enumerated in Article 2.4, Marlink shall store such preserved records or
      other evidence in the United States.

2.8   Compliance with U.S. Law. Nothing in this Successor Agreement shall excuse Marlink
      from any obligation it may have to comply with U.S. legal requirements for the retention,
      preservation or production of information, records or data.

2.9   CPNL     With respect to Domestic Communications, Marlink shall comply with all
      applicable FCC rules and regulations governing access to and storage of Customer
      Proprietary Network Information ("CPNI"), as defined in 47 U.S.C. § 222(h)(1).

                                 ARTICLE 3: SECURITY

3.1   Measures to Prevent Improper Use or Access. Marlink shall take all practicable measures
      to prevent the use of or access to Marlink‘s equipment or facilities to conduct Electronic
      Surveillance of Domestic Communications in violation of any U.S. federal, state, or local
      laws or the terms of this Successor Agreement. These measures shall include written
      technical, organizational, and personnel—related policies and procedures, necessary
      implementation plans, and physical security measures.

3.2   Access by Foreign Government Authorities. Without the prior written consent of the
      DOJ, or the authorization of a court of competent jurisdiction in the United States,
      Marlink shall not, directly or indirectly, disclose or permit disclosure of, or provide
      access to, any Domestic Communications. or any Call Associated Data, Transactional
      Data or Subscriber Information related to Domestic Communications that are stored in
      the United States to any person if the purpose of such disclosure or access is to respond to



                                               10


      the legal process or the request of a foreign government, identified representative, or a
      component or subdivision thereof. Any such requests or submissions of legal process
      described in this paragraph shall be reported to the DOJ as soon as possible and in no
      event later than five (5) business days after such request or legal process is received by
      and known to Marlink. Marlink shall take reasonable measures to ensure that it will
      promptly learn of all such requests or submission of legal process described in this
      Article 3.2.

3.3   Disclosure to Foreign Government Authorities. Marlink shall not, directly or indirectly,
      disclose or permit disclosure of, or provide access to

       a.     Classified or Sensitive Information, or
       b.     Subscriber Information, Transactional Data, or Call Associated Data or a copy of
              any Wire Communications or Electronic Communication, if the foregoing was
              intercepted or acquired pursuant to Lawful U.S. Process;

      to any foreign government, identified representative, component or subdivision thereof
      without first satisfying all applicable U.S. federal, state and local legal requirements
      pertinent thereto, and obtaining the express written consent of the DOJ or the
      authorization of a court of competent jurisdiction in the United States. Any requests or
      any legal process submitted by a foreign government, identified representative,
      component or subdivision thereof to Marlink for the communications, data or information
      identified in this paragraph shall be referred to the DOJ as soon as possible, and in no
      event later than five (5) business days after such request or legal process is received by
      and known to Marlink, unless the disclosure of the request or legal process would be in
      violation of an order of a court of competent jurisdiction within the United States.
      Marlink shall take reasonable measures to ensure that it will promptly learn of all such
      requests or submission of legal process described in this paragraph.

      Without limiting the obligations of Marlink under Article 3.2, above, nothing in this
      Article 3.3 shall impose any obligations on Marlink with respect to its compliance with
      foreign government information requests or orders that are unrelated to Lawful U.S.
      Process and to which Marlink can. and does respond without disclosing, directly or
      indirectly, any Classified or Sensitive Information or other information revealing that
      interceptions or acquisitions have occurred pursuant to Lawful U.S. Process.

34    Notification of Access or Disclosure Requests from Foreign Non—Governmental Entities.
      Marlink shall notify DOJ in writing of any legal process or requests by foreign non—
      governmental entities, for access to or disclosure of Domestic Communications, except
      that no such notification is required with respect to such information if the disclosure of
      the legal process or request would violate an order of a court of competent jurisdiction
      within the United States. Marlink shall provide such notice to the DOJ no later than
      ninety (90) days after such request or legal process is received by Marlink.




                                              11


3.5   Points of Contact:

       3.5.1   Designation, Availability, Eligibility.    Within thirty (30) days after the
               Consummation Date, Marlink shall designate points of contact within the United
               States with the authority and responsibility for accepting and overseeing the
               carrying out of Lawful U.S. Process. The points of contact shall be assigned to a
               Marlink office in the U.S., and will be available twenty—four (24) hours per day,
               seven (7) days per week and shall be responsible for accepting service and for
               maintaining the security of Sensitive, Controlled Unclassified, and Classified
               Information and any Lawful U.S. Process for Electronic Surveillance in
               accordance with the requirements of U.S. law and regulation. Marlink shall
               immediately notify the DOJ in writing of the points of contact, and thereafter shall
               promptly notify the DOJ of any change in such designation. The points of contact
               shall be U.S. citizens who are eligible for appropriate U.S. security clearances.
               Marlink shall cooperate with any U.S. Government request that a background
               check and/or security clearance process be completed for a designated point of
               contact.

      3.5.2    Security Clearance Review. Individuals to be designated as points of contact
               under Section 3.5.1 shall submit an application for an appropriate U.S. security
               clearance to the Domestic Communications company by which they are
               employed. The Domestic Communications company shall collect and review
               such applications and determine whether the individuals meet company security
               standards and, in their opinion, are eligible to apply for a U.S. security clearance;
               and, if so, the Domestic Communications company shall offer to forward such
               applications to the DOJ. The DOJ may choose to review, defer or complete
               action on such clearance applications as they deem necessary.

3.6   Security of Lawful U.S. Process. Marlink shall protect the confidentiality and security of
      all Lawful U.S. Process served—upon it and the confidentiality and security of Classified,
      Controlled Unclassified, and Sensitive Information in accordance with U.S. Federal and
      state law or regulation.

3.7   Access to Classified, Controlled Unclassified or Sensitive Information.           Nothing
      contained in this Successor Agreement shall limit or affect the authority of a United
      States Government agency to deny, limit or revoke Marlink‘s access to Classified,
      Controlled Unclassified, and Sensitive Information under that agency‘s jurisdiction.

3.8   Location of Secure Facility.      Effective upon the Consummation Date, Marlink shall
      maintain an appropriately secure facility within the United States within which Marlink
      shall:

      a.       Take appropriate measures to prevent unauthorized access to data or facilities that
               might contain Classified, Controlled Unclassified or Sensitive Information;




                                                12


       b.     Assign U.S. citizens, who meet high standards of trustworthiness for maintaining
              the confidentiality of Sensitive Information, to positions that handle or regularly
              deal with information identifiable to such person as Sensitive Information;
       c.     Upon request from the DOJ, provide the name, social security number and date of
              birth of each person who handles or regularly deals with Sensitive Information;
       d.     Require that personnel handling Classified Information, if any, shall have been
              granted appropriate U.S. security clearances;
       e.     Provide that the points—of contact described in Article 3.5 shall have sufficient
              authority over any of Marlink‘s employees who may handle Classified,
              Controlled Unclassified or Sensitive Information to maintain the confidentiality
              and security of such information in accordance with applicable U.S. legal
              authority and the terms of this Successor Agreement; and
      £.      Maintain appropriately secure facilities (e.g., offices or areas) for the handling and
              storage of any Classified, Controlled Unclassified and Sensitive Information.

                 ARTICLE 4: AUDITING, REPORTING, and NOTICE

4.1   Access to Information. In response to reasonable requests made by the DOJ, Marlink
      shall provide in the United Statés access to information concerning technical, physical,
      management, or other security measures and other reasonably available information
      needed by the DOJ to assess compliance with this Successor Agreement.

4.2   Visits and Inspections. The DOJ may visit any communications facility of Marlink in the
      United States and may inspect any part of the Domestic Communications Infrastructure
      in the United States for the purpose of verifying compliance with the terms of this
      Successor Agreement. Such inspections shall be reasonable in number and be conducted
      during normal business hours upon reasonable notice, which shall ordinarily be no less
      than twenty—four (24) hours in advance of the visit. Marlink may have appropriate
      employees accompany the DOJ representatives during any such inspection. Upon thirty
      (30) days‘ advance notice, Marlink will make facilities and personnel available for the
      FBI to test Marlink‘s compliance with the Communications Assistance for Law
      Enforcement Act (CALEA).

4.3   Accéss to Personnel.     Upon reasonable notice from the DOJ, Marlink shall make
      available for interview during normal business hours any officers or employees of
      Marlink in the U.S. and will seek to require contractors to make available appropriate
      personnel, located in the United States, who are in a position to provide information to
      verify compliance with the terms ofthis Successor Agreement.

4.4   Notice of Obligations. Marlink shall instruct appropriate officials and employees of
      Marlink and certain contractors and agents as to the obligations of Marlink under this
      Successor Agreement and their duty to report any violation of this Successor Agreement
      of which the officials, employees, contractors and agents become aware, and shall issue
      periodic reminders to them of such obligations.




                                               13


                     ARTICLE 5; DISPUTES AND NON—IMPACT ON
                          OTHER GOVERNMENT ACTIONS

5.1   Informal Resolution. The Parties shall use their best efforts to resolve any disagreements
      that may arise under this Successor Agreement. Disagreements shall be addressed, in the
      first instance, at the staff level by the Parties‘ designated representatives. Any
      disagreement that has not been resolved at that level shall be submitted promptly to
      higher authorized officials, unless the DOJ believes that important national interests can
      be protected, or Marlink believes that its paramount commercial interests can be resolved,
      only by resorting to the measures set forth in Article 5.2 below. If, after meeting with
      higher authorized officials, any of the Parties determines that further negotiation would
      be fruitless, then that Party may resort to the remedies set forth in Article 5.2 below. If
      resolution of a disagreement requires access to Classified Information, the Parties shall
      designate a person or persons possessing the appropriate security clearances.

5.2   Enforcement of Successor Agreement and Successor Implementation Plan.              Subject to
      Article 5.1 of this Successor Agreement, if any Party believes that any other Party has
      breached or is about to breach this Successor Agreement, that Party may bring an action
      against the other Party for appropriate judicial relief. Subject to Article 6, nothing in this
      Successor Agreement shall limit or affect the right of a U.S. Government Authority to:

      a.     seek revocation by the FCC of any license, permit or other authorization granted or
             given by the FCC to Marlink or any other sanction by the FCC against Marlink;
      b.     seek civil sanctions for any violation of any U.S. law or regulation or term of this
             Successor Agreement; or
      c.     pursue criminal sanctions against Marlink or any of their respective directors,
             officers, employees, representatives or agents, or against any other person or
             entity, for violations of the criminal laws of the United States.

5.3   Waiver. The availability of any civil remedy under this Successor Agreement shall not
      prejudice the exercise of any other civil remedy under this Successor Agreement or under
      any provision of U.S. law, nor shall any action taken by a Party in the exercise of any
      remedy be considered a waiver by that Party of any otherrights or remedies. The failure
      of any Party to insist on strict performance of any of the provisions of this Successor
      Agreement, or to exercise any right they grant, shall not be construed as a relinquishment
      or future waiver. Rather, the provision or right shall continue in full force. No waiver by
      any Party of any provision or right shall be valid unless it is in writing and signed by the
      Party.

5.4   Forum Selection. Any civil action for judicial relief with respect to any dispute or matter
      whatsoever arising under, in connection with, or incident to, this Successor Agreement
      shall be brought, if at all, in the United States District Court for the District of Columbia.

5.5   Irreparable Injury.   Marlink agrees that if for any reason Marlink fails to perform any
      significant obligations under this Successor Agreement, irreparable injury to the United
      States would be caused as to which money damages would not be an adequate remedy.



                                                14


        Accordingly, Marlink agrees that, in seeking to enforce this Successor Agreement, the
        DOJ shall be entitled, in addition to any other remedy available at law or equity, to
        specific performance and injunctive or other equitable relief.

 5.6    Sovereign Immunity. Marlink agrees that, to the extent that it or any of its property
        (including FCC licenses and authorizations and intangible property) is or becomes
        entitled at any time to any immunity on the ground of sovereignty or otherwise based
       upon a status as an agency or instrumentality of government from any legalaction, suit or
       proceeding or from setoff or counterclaim relating to this Successor Agreement from the
       jurisdiction of any competent court or FCC, from service of process, from attachment
       prior to judgment, from attachment in and of execution of a judgment, from execution
       pursuant to a judgment or arbitral award, or from any other legal process in any
       jurisdiction it, for itself and its property, expressly, irrevocably and unconditionally
       waives, and agrees not to plead or claim, any such immunity with respect to matters
       arising with respect to this Successor Agreement or the obligations herein (including any
       obligation for the payment of money) in any proceeding brought by any U.S. federal,
       state, or local Governmental Authority. Marlink agrees that the waiver in this provision
       is irrevocable and is not subject to withdrawal in any furisdiction or under any statute,
       including the Foreign Sovereign Immunities Act, 28 U.S.C. § 1602 er seq. The foregoing
       waiver shall constitute a present waiver of immunity at any time any action is initiated by
       a U.S. federal, state or local Governmental Authority with respect to or relating to this
       Successor Agreement.

                              ARTICLE 6: NON—OBJECTION BY DOJ

6.1    ECC Approval Upon execution of this Successor Agreement by all Parties and
       execution of the Successor Implementation Plan by Marlink, the DOJ shall promptly
       notify the FCC that, provided the FCC adopts a condition substantially the same as set
       forth in Exhibit A attached hereto (the "Condition to FCC Licenses"), the DOJ has no
       objection to the granting of the FCC Approval.

6.2    Future Applications. ‘The DOJ agrees not to object to any Marlink application or petition,
       filed with the FCC after the Effective Date, for a license or other authority under Titles II
       and III of the Communications Act of 1934, as amended, to provide service to and
       operate MESs in the United States for communications utilizing the Inmarsat system,
       provided that such application or petition makes clear that the terms and conditions of
       this Successor Agreement apply to any license or other authority issued pursuant to that
       application or petition.    Nothing in this Successor Agreement or the Successor
       Implementation Plan shall preclude the DOJ from opposing, formally or informally, any
       FCC application by Marlink to transfer its license(s) to a third party or other authority.

6.3    CFIUS. Provided that the FCC adopts the Condition to FCC Licenses, and provided that
       Marlink complies with the terms of this Successor Agreement, the Attorney General shall
       not make any objection concerning the foreign ownership of Marlink, or any other aspect
       of the Marlink Acquisition, to the CFIUS or the President. This commitment, however,
       does not extend to any objection the Attorney General may wish to raise with the CFIUS



                                                15


      or the President in the event (1) that the Attorney General learns that the representations
      of Marlink recited herein are untrue or materially incomplete, or (2) of any material
      change in the circumstances associated with the Marlink Acquisition.

                        ARTICLE 7: OTHER REPRESENTATIONS AND
                             OBLIGATIONS OF THE PARTIES

7.1   Right to Make and Perform Successor Agreement. Marlink represents that, to the best of
      its knowledge, Toruk and Marlink have and shall continue to have throughout the term of
      this Successor Agreement the full right to enter into this Successor Agreement and
      perform their obligations hereunder and that this Successor Agreement is a legal, valid,
      and binding obligation enforceable in accordance with its terms.

7.2   De jure or de facto control of Marlink. Marlink shall promptly provide the DOJ written
      notice and copies of any filing with the FCC or any other U.S. Governmental Authority
      relating to changes in the dejure or defacto control of Marlink, including filings with the
      FCC for assignments or transfers of control involving Marlink that are pro forma.
      Written notice and copies of such filings shall be provided concurrently with such filing.
      Marlink shall notify the DOJ ten (10) days in advance of any name changes of the parties
      to this NSA.

7.3   Joint Ventures. If Marlink enters into joint ventures under which a joint venture or
      another entity may provide Domestic Communications, and if Marlink has the power or
      authority to exercise defacto or dejure control over such entity, then Marlink will ensure
      that entity shall fully comply with the terms of this Successor Agreement and the
      Successor Implementation Plan.      To the extent Marlink does not have such power or
      authority over such an entity, Marlink shall in good faith endeavor to have such entity
      comply with this Successor Agreement and the Successor Implementation Plan and shall
      consult with the DOJ about the activities of such entity.

7.4   Notice of Decision to Store Information Outside of the United States. Marlink shall
      provide to the DOJ thirty (30) days‘ advance notice if it plans to store outside the United
      States any Domestic Communications or, if related to Domestic Communications, any
      Call Associated Data, Transactional Data, Subscriber Information or billing records
      maintained in the United States by Marlink other than the information stored in
      Aussaguel, France, as previously disclosed to Team Telecom. Such notice shall, at a
      minimum, (a) include a description of the type of information to be stored outside the
      United States, (b) identify the custodian of the information if other than Marlink and (c)
      identify the location where the information is to be located, and (d) identify the factors
      considered in deciding to store the information outside of the United States (See Article
      2.5).

7.5   Control of Marlink. Marlink shall provide to the DOJ written notice within fourteen (14)
      days of learning that any single foreign entity or individual, other than Marlink or a
      Martink affiliate that is wholly owned by Toruk, has acquired or is in the process of




                                               16


       acquiring Control of Marlink. To the extent known to Marlink, such notice shall, at a
       minimum,

           a.    identify the entity or individual(s) (specifying the name, addresses and telephone
                 numbers of the entity);
           b.    identify the beneficial owners of the increased or prospective increased interest in
                 Marlink by the entity or individual(s) (specifying the name, addresses and
                 telephone numbers of each beneficial owner), and
           c.    quantify the amount of ownership interest in Marlink acquired in the transaction
                 that has resulted in or will likely result in the entity or individual(s) increasing
                 their ownership interest in or Control of Marlink.

7.6        Control by Board of Directors.     If any member of Marlink‘s Board of Directors or
        member of Marlink‘s senior management, including a Chief Executive Officer,
       President, General Counsel, Chief Technical Officer, Chief Financial Officer or other
       senior officer, learns that any foreign government:

           a.   plans to exercise or has exercised, as a direct or indirect shareholder of Marlink,
                any Control of Marlink in a way that interferes with or impedes Marlink‘s
                performance of its duties and obligations under the terms of this Successor
                Agreement, interferes with or impedes Marlink‘s exercise of its rights under the
                terms of this Successor Agreement or foreseeably concerns matters addressed in
                this Successor Agreement, or                    ‘
                plans to participate or has participated in any aspect of the day—to—day
                management of Marlink in a way that interferes with or impedes the performance
                by Marlink of its duties and obligations under the terms of this Successor
                Agreement, or interferes with or impedes the exercise by Marlink of its rights
                under the Successor Agreement,

       then such member shall promptly notify the appropriate representative of Marlink, who
       in turn shall promptly notify the DOJ in writing of the timing and the nature of the
       foreign government‘s plans and/or actions.

7.1   Reporting of Incidents.      Marlink shall take all practicable steps to ensure that if any
      Marlink official or employee or a contractor or agent retained by Marlink acquires any
      information that reasonably indicates:

      a.        a breach of this Successor Agreement,
      b.        Electronic Surveillance of Domestic Communications conducted in violation of
                federal, state or local law or regulation,
                access to or disclosure of CPNI or Subscriber Information for Domestic
                Communications under Marlink‘s Control in violation of federal, state or local
                law or regulation (except for violations of FCC regulations relating to improper
                use of CPNI), or
                improper access to or disclosure of Classified, Controlled Unclassified or
                Sensitive Information in Marlink‘s possession,



                                                 17


        then the individual shall notify the appropriate representative of Marlink, who in tum
        shall notify the DOJ in writing. This report shall be made promptly and in any event no
        later than ten (10) calendar days after Marlink acquires such information. Such
        information need not be disclosed where disclosure of such information would be in
        violation of an order of a U.S. court of competentjurisdiction.

7.8    Effective Date of Successor Agreement. Unless otherwise specified in this Successor
       Agreement, the provisions of this Successor Agreement shall take effect immediately
       upon the Effective Date.

7.9    Annual Report. On or before the last day of January of each year, Marlink (on behalf of
       itself and Toruk) shall submit to the DOJ a report assessing compliance by Marlink and
       Toruk with the terms of this Successor Agreement for the preceding calendar year (or
       since the Effective Date in the case of the first such report). The report shall include:

       a.      A copy of the policies and procedures adopted to comply with this Successor
               Agreement;
       b.      A summary of the changes, if any, to the policies or procedures, and the reasons
               for those changes;
       c.      A summary of any known acts of material noncompliance with the terms of this
               Successor Agreement, whether inadvertent or intentional, with a discussion of
               what steps have been or will be taken to prevent such acts from occurring in the
               future; and
       d.      Identification of any other issues that, to Marlink‘s knowledge, will or reasonably
               could affect the effectiveness of or compliance with this Successor Agreement.

7.10   Outsourcing to Agents or Other Third Parties. If Marlink outsources any functions,
       requirements, networks, infrastructure, activities, services, processes, facilities or other
       obligations covered by this Successor Agreement to an agent, contractor or other third
       party ("third party"), Marlink shall take reasonable steps to ensure that the third party
       complies with the terms of this Successor Agreement applicable to the outsourced
       function. Such steps shall include: (a) Marlink shall include in the contracts of such third
       parties wriften provisions requiring that such third parties comply with all applicable
       terms of the Successor Agreement (or take other reasonable, good—faith measures to
       ensure that such third parties are aware of, agree to comply with and are bound by the
       applicable obligations under this Successor Agreement), (b) if Marlink learns that an
       outsourcing third party or the outsourcing third party‘s employee has violated a provision
       of this Successor Agreement, Marlink will notify the DOJ promptly, and (c) with
       consultation with the DOJ, Marlink will take the steps necessary to rectify the situation,
       which steps may (among others) include terminating the arrangement with the
       outsourcing third party, initiating and pursuing litigation or other remedies at law and
       equity, and/or assisting and cooperating with the DOJ in pursuing legal and equitable
       remedies.




                                               18


                       ARTECLE 8: FREEDOM OF INFORMATION ACT

8.1       Protection from Disclosure. The DOJ shall take all reasonable measures to protect from
          public disclosure all information submitted by Marlink to the DOJ in connection with this
          Successor Agreement and clearly marked with the legend "Confidential; Subject to
          Protection Under 5 U.S.C. Section 553(b); Not to be Released Without Notice to
          Marlink" or other designation of confidentiality or proprietary sensitivity. Such markings
          shall signify that it is Marlink‘s position that the information so marked constitutes trade
          secrets and/or commercial or financial information obtained froma person and privileged
          or confidential, or otherwise warrants protection within the meaning of 5 U.S.C. § 552(b).
          For purposes of 5 U.S.C. § 552(b)(4), the Parties agree that information so marked is
         voluntarily submitted. If a request is made under 5 U.$.C. § 552(a)(3) for information so
          marked, and disclosure of any information (including disclosure in redacted form) is
          contemplated, the DOJ shall notify Marlink of the intended disclosure as provided by
         Executive Order 12600, 52 Fed. Reg. 23781 (June 25, 1987). If Marlink objects to the
         intended disclosure and its objections are not sustained, the DOJ, as appropriate shall
         notify Marlink of its intention to release (as provided by Section 5 of E.0. 12600) not
         later than ten (10) business days prior to disclosure of the challenged information.

8.2      Use of Information for U.S. Government Purposes. Nothing in this Successor Agreement
         shall prevent the DOJ from lawfully disseminating information as appropriate to seek
         enforcement of this Successor Agreement, provided that the DOJ take all reasonable
         measures to protect from public disclosure the information marked as described in Article
         8.1.

                                       ARTICLE 9: OTHER

9.1      Notiges. All written communications, or other written notices relating to this Successor
         Agreement, such as a proposed modification, shall be in writing and shall be deemed to
         have been duly given or made as of the date of receipt and shall be:

                 delivered personally;
      p o op




                 sent by facsimile;
                 sent by documented overnight courier service; or
                 sent by registered or certified mail, postage prepaid, and

         addressed to the Parties‘ designated representatives at the addresses shown below or to
         such other representatives at such others addresses as the Parties may designate in
         accordance with this Article.


                U.S. Department of Justice
                Assistant Attorney General for National Security
                Attn: Director, Foreign Investment Review Staff
                600 E Street NW, 10Floor
                Washington, D.C. 20004



                                                  19


              with an electronic copy to:

              Joanne Ongman
              Joanne.Ongman@usdoj.gov


              Thomas Collins
              Marlink, Inc.
              11707 South Sam Houston Parkway West
              Suite A
              Houston, Texas 77031
              +1 713 910 3352

              and

              Bertrand Pivin
              Toruk AS
              Dronning Eufemias gate 14
              0191 Oslo, Norway
              +47 23 27 96 01

              with a copy to:

              Kent Bressie
              Harris, Wiltshire & Grannis LLP
              1919 M Street, N.W., Suite 800
              Washington, D.C. 20036—3537
              +1 202 730 1337
              kbressic@hwglaw.com

9.2   Headings. The article and section headings and numbering in this Successor Agreement
      are inserted for convenience only and shall not affect the meaning or interpretation of this
      Successor Agreement.

9.3   Other Laws. Nothing in this Successor Agreement is intended to limit or constitutes a
      waiver of (1) any obligations or rights imposed by any U.S. federal, state, or local law, or
      regulation on the Parties, (2) any enforcement authority available under any U.S. federal,
      state or local law, or regulation, (3) the sovereign immunity of the United States, or (4)
      any authority over Marlink‘s activities or facilities located within or outside the United
      States that the U.S. Government may possess. Nothing in this Successor Agreement is
      intended to or is to be interpreted to require the Parties to violate any applicable U.S. law.

9.4   Statutory Reference. All references in this Successor Agreement to statutory provisions
      and executive orders shall include any future amendments to such statutory provisions
      and executive orders.




                                               20


9.5    Non—Parties. Nothing in this Successor Agreement is intended to confer or does confer
       any rights or obligations on any Person other than the Parties and any Governmental
       Authorities within the United States entitled to effect Electronic Surveillance pursuant to
       Lawful U.S. Process.

9.6    Exemption. None of the terms of this Successor Agreement shall apply to (a) any carrier—
       to—carrier or wholesale carrier services that a Marlink entity other than Marlink provides
       in the United States exclusively pursuant to Section 214 of the Communications Act of
       1934, or (b) any noncommunications services provided by Marlink unrelated to the
       provision of Domestic Communications.

9.7    Modification. This Successor Agreement may be modified only by written agreement
       signed by all of the Parties The DOJ agrees to consider in good faith possible
       modifications to this Successor Agreement if the obligations imposed on Marlink under
       this Successor Agreement become unduly burdensome, adversely affect Marlink‘s
       competitive position or are materially more restrictive than those imposed on other U.S.
       and foreign licensed service providers in like circumstances in order to protect U.S.
       national security, law enforcement, and public safety concerns. If the DOJ finds that the
       terms of this Successor Agreement are inadequate to address national security, law
       enforcement, and public safety concerns presented by an acquisition by Toruk in the
       United States after the date that all the Parties have executed this Successor Agreement,
       Marlink shall negotiate in good faith to modify this Successor Agreement to address
       those concerns. Any substantial modification to this Successor Agreement shall be
       reported to the FCC within thirty (30) days after approval in writing by the Parties.

9.8    Partial Invalidity. If any portion of this Successor Agreement is declared invalid by a
       U.S. court of competent jurisdiction, this Successor Agreement shall be construed as if
       such portion had never existed, unless such construction would constitute a substantial
       deviation from the Parties‘ intent as reflected in this Successor Agreement.

9.9    Counterparts. This Successor Agreement may be executed in one or more counterparts,
       including by facsimile, each of which shall together constitute one and the same
       instrument.

9.10   Successors and Assigns. This Successor Agreement shall inure to the benefit of, and
       shall be binding upon, the Parties, and their respective successors and assigns. This
       Successor Agreement shall apply in full to any entity or asset, whether acquired before or
       after the Effective Date, over which Marlink, including its successors or assigns, has the
       power or authority to exercise de jure or defacto control.

9.11   Termination of Successor Agreement. This Successor Agreement shall be null and void
       in its entirety if Toruk, Marlink, and ADH fail to receive the FCC Approval, or for any
       other reason fails to consummate successfully and fully the Marlink Acquisition.




                                               21


Date: _PMay 24 2016   United Stat    epartment of Justice




                      Richard C. Sofféld
                      Director
                      Foreign Investment Review Staff
                      National Security Division


Date: May 20, 2016

                     Bertrand Pivin
                     President and Board Member
                     Toruk AS
                     Dronning Eufemias gate 14
                     0191 Oslo, Norway


                      Marlink, Inc.


Date: 4/2   _, 2016
                      Thomas Collins
                      President
                      11707 South Sam Houston Parkway West
                      Suite A
                      Houston, Texas 77031


                         EUROPEAN AERONAUTIC DEFENCE AND
                         SPACE COMPANY EADS N.V. (now known as
                         AIRB        QUP SE)


Date: May 20   _, 2016   By:

                         Marwan Lahoud
                         Chief Strategy and Marketing Officer
                         Mendelweg 30
                         2333 CS Leiden
                         The Netherlands


                       ASTRIUM HOLDING SAS (now known as
                       AIRBUS DS HOLDING S.A.S. (ADH®))


Date: Zo/ o 57. 2016   By:

                       Frango
                       President
                       66 Route de Vernefit'/
                       78130 Les Mureaux
                       France


                       MOBSAT HOLDING NORWAY AS (now known
                       as MARLINK AS)
                                     a\
                                  msld    d

Date: _5 / (4_, 2016   By: fls
                       Stein Anderssen
                       Chairman
                       Lysaker Torg 45
                       1366 Lysaker
                       Norway


                     VIZADA AS (known as ASTRIUM SERVICES
                     BUSINESS COMMUNICATIONS AS and
                     subsequently merged into MARLINK AS)
                                    1   .


Date: 5/ (5   2016
                     Stein Anderssen
                     Chairman
                     Marlink AS
                     Lysaker Torg 45
                     1366 Lysaker
                     Norway


                         MOBSAT HOLDING US CORP. (now known as
                         AIRBUS DS SYSTEMS HOLDINGS, LLC
                         ("ADS"))

Date: ©#*Y   20 , 2016   By: ép@;] J)t—-i_(z.z.._,
                         Harvcy Nathan
                         Secretary
                         2550 Wasser Terrace
                         Suite 3000
                         Herndon, Virginia 20171


                        VIZADA FEDERAL SERVICES, INC.

Date: MAY   29 , 2016   By: _é&g'_-,_/_()_‘»_::—
                        Harvey Nathan
                        Secretary
                        2550 Wasser Terrace
                        Suite 3000
                        Herndon, Virginia 20171


                         VIZADA SERVICES HOLDING, INC,

Date: MBYy   35 , 2016   By: jpé# /LJ:.‘H—\I—‘.

                         Harvey Nathan
                         Secretary
                         2550 Wasser Terrace
                         Suite 3000
                         Herndon, Virginia 20171


                      VIZADA SERVICES LLC
Date: MRY_32_, 2016   By: #gy pay           e
                      Harvey Nathan
                      Secretary
                      2550 Wasser Terrace
                      Suite 3000
                      Herndon, Virginia 20171


                                     EXHIBIT A
                             CONDITION TO FCC LICENSES

       IT IS FURTHER ORDERED, that the authorizations and the licenses related thereto are
subject to compliance with the provisions of the Successor Agreement attached hereto between
Toruk AS, and Marlink, Inc., and the Department of Justice (the "DOJ"), dated           ,
2016, which Successor Agreement is designed to address national security, law enforcement, and
public safety concerns of the DOJ regarding the authorizations and licenses granted herein.
Nothing in this Successor Agreementis intended to limit any obligation imposed by Federal law
or regulation including, but not limited to, 47 U.S.C. § 222(a) and (c)(1) and the FCC‘s
implementing regulations.



Document Created: 2016-05-24 12:22:18
Document Modified: 2016-05-24 12:22:18

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