Federal Communications Commission DA 10-357 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of VIZADA Services LLC Petition for Declaratory Ruling Under Section 310(b)(4) of the Communications Act of 1934, as amended, to Permit Indirect Foreign Ownership Exceeding 25 Percent in Radio Common Carrier Licensee VIZADA Services LLC and Vizada, Inc. Petition for Declaratory Ruling Pursuant to Section 310(b)(4) of the Communications Act ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) File No. ISP-PDR-20060804-00010 File No. ISP-PDR-20080501-00011 ORDER AND DECLARATORY RULING Adopted: March 1, 2010 Released: March 2, 2010 By the Chief, International Bureau: I. INTRODUCTION 1. In this Order and Declaratory Ruling, we consider the above-captioned petitions for declaratory ruling filed by VIZADA Services LLC (“Vizada Services”) and its affiliate, Vizada, Inc. (“Vizada Inc.” and, together with Vizada Services, the “Petitioners”), pursuant to section 310(b)(4) of the Communications Act of 1934, as amended (the “Act”). 1 As discussed below, we find that the public interest would not be served by prohibiting the indirect foreign ownership of Vizada Services and Vizada Inc. in excess of the 25 percent benchmark in section 310(b)(4) of the Act. We therefore grant the petitions, subject to the limitations and conditions set forth below. 1 47 U.S.C. § 310(b)(4). Federal Communications Commission DA 10-357 2 II. BACKGROUND 2. Vizada Services filed its petition for declaratory ruling on August 4, 2006, 2 in connection with its application for 20,000 mobile earth terminals to be licensed and operated on a common carrier basis in the United States with Inmarsat’s Broadband Global Area Network (“BGAN”). 3 Vizada Inc. already holds several Commission licenses and authorizations, including common carrier fixed and mobile earth station licenses, which it acquired as a result of a pro forma assignment of licenses from its former affiliate, Telenor Satellite, Inc. (“TSI”). 4 Like Vizada Services, Vizada Inc. has a pending application for blanket authority to operate mobile earth terminals on a common carrier basis for the provision of BGAN service. 5 The International Bureau, under delegated authority, previously approved the foreign ownership of Vizada Inc. in a 2007 decision that authorized the transfer of control of TSI to MobSat Holding Norway AS (formerly, Inceptum 1 AS) (“MobSat Norway”). 6 Vizada Inc. filed its petition for declaratory ruling on May 1, 2008, in order to obtain approval for changes in its foreign ownership since issuance of the 2007 ruling. 7 Vizada Inc. seeks the same ruling that Vizada Services requests in its petition for declaratory ruling. 8 2 See MobSat S.A.S. and FTMSC US, LLC, Petition for Declaratory Ruling Under Section 310(b)(4) of the Communications Act of 1934, as amended, to Permit Indirect Foreign Ownership Exceeding 25 Percent in Radio Common Carrier Licensee FTMSC US, LLC, ISP-PDR-20060804-00010 (filed Aug. 4, 2006) (“Vizada Services Petition”). Vizada Services was named FTMSC US, LLC at the time it filed its petition and later notified the Commission of its name change, effective June 7, 2007. See Letter from Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC (dated June 21, 2007) (“June 21 , 2007 Letter”). A former parent company, MobSat S.A.S., was named initially as a joint petitioner. Since the initial filing of its Petition, Vizada Services has notified the Commission of a restructuring that removed MobSat S.A.S. from Vizada Services’ vertical ownership chain. See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for VIZADA Services LLC, to Marlene H. Dortch, Secretary, FCC (dated Feb. 13, 2008) (“February 13, 2008 Letter”). 3 See File No. SES-LFS-20051011-01396, as amended. We will act on Vizada Services’ mobile earth terminal application separately. 4 The pro forma assignment occurred through the merger of TSI (whose name had changed to Vizada Satellite, Inc.), with and into sister company Vizada Inc. (Vizada Inc. was named Telenor Satellite Services Inc. at the time of the pro forma assignment.) See Satellite Communications Services Information Re: Actions Taken, Public Notice, Report No. SES-00990 (Dec. 19, 2007) (granting File Nos. SES-ASG-20071207-01680 and SES-ASG-20071207- 01681); File No. 0023-EX-AU-2007 (granted Dec. 28, 2007). 5 See File No. SES-LFS-20050930-01352, as amended. We will act on Vizada Inc.’s mobile earth terminal application separately. 6 See Telenor ASA, Transferor, and Inceptum 1 AS, Transferee, Seek FCC Consent to Transfer Control of Licenses and Authorizations and a Declaratory Ruling on Foreign Ownership, Public Notice, IB Docket No. 06-225, DA 07- 2163, 22 FCC Rcd 9325 (2007) (“2007 Ruling”). The foreign ownership ruling issued to TSI in the 2007 Ruling extended automatically to Vizada Inc. upon consummation of the pro forma assignment of licenses from TSI to Vizada Inc., because the carriers were under 100% common ownership and control and the assignment did not result in any changes to their foreign ownership. See Foreign Ownership Guidelines for FCC Common Carrier and Aeronautical Radio Licenses, Public Notice, DA 04-3610, 19 FCC Rcd 22612, 22638-39 (Int’l Bur. 2004), Erratum, 21 FCC Rcd 6484 (Int’l Bur. 2006). 7 See Vizada, Inc., Petition for Declaratory Ruling Pursuant to Section 310(b)(4) of the Communications Act, ISP- PDR-20080501-00011 (filed May 1, 2008) (“Vizada Inc. Petition”). 8 See id. at 2. Federal Communications Commission DA 10-357 3 3. The International Bureau placed the Vizada Services and Vizada Inc. petitions on public notice as acceptable for filing on August 16, 2006 and May 7, 2008, respectively. 9 No oppositions to or comments on the petitions were received. On January 9, 2009, the Department of Justice (“DOJ”), including the Federal Bureau of Investigation (“FBI”), and the Department of Homeland Security (“DHS” and, together with DOJ and FBI, the “Executive Branch Agencies”) filed a Petition to Adopt Conditions to Authorizations and Licenses (“Petition to Adopt Conditions”) with respect to Vizada Services’ and Vizada Inc.’s petitions for declaratory ruling and associated applications. 10 The Petition to Adopt Conditions advised that the Executive Branch Agencies have no objection to the Commission granting Vizada Services’ and Vizada Inc.’s petitions and associated applications, provided that the Commission conditions its grant on the agreement of Vizada Services, Vizada Inc., and their respective direct and indirect owners to abide by the commitments and undertakings set forth in Amendment No. 2 to the November 29, 2001 Agreement with Telenor Satellite Services Holdings, Inc., Telenor Satellite, Inc., Telenor Satellite Services, Inc., and Telenor Broadband Services AS, 11 as amended by Amendment No. 1 in March 2007. 12 4. Vizada Services and Vizada Inc. are organized in Delaware as wholly-owned subsidiaries of Mobsat US. 13 Mobsat US is also organized in Delaware and is, in turn, a direct, wholly-owned (continued….) 9 See Non Streamlined International Applications Accepted for Filing, Public Notice, Report No. TEL-01058NS (rel. Aug. 16, 2006); Non Streamlined International Applications/Petitions Accepted for Filing, Public Notice, Report No. TEL-01266NS (rel. May 7, 2008). 10 Department of Justice, including the Federal Bureau of Investigation, and Department of Homeland Security, Petition to Adopt Conditions to Authorizations and Licenses, File Nos. ITC-214-20051005-00395, ITC-214- 20061213-00559, ITC-214-20051012-00406, ITC-AMD-20060804-00388, SES-LFS-20050930-01352, SES-AMD- 20051111-01564, SES-AMD-20060109-00019, SES-AMD-20060607-00942, SES-AMD-20070112-00106, SES- AMD-20071231-01767, SES-LFS-20051011-01396, SES-AMD-20051118-01602, SES-AMD-20060804-01315, SES-AMD-20060605-00926, ISP-PDR-20060804-00010, and ISP-PDR-20080501-00011 (filed Jan. 9, 2009). We include the Petition to Adopt Conditions as Appendix C to this Order and Declaratory Ruling. 11 In 2007, Telenor Satellite Services Holdings, Inc. was merged into MobSat Holding US Corp. Telenor Satellite, Inc.’s name was changed to Vizada Satellite, Inc., which has since merged into Vizada, Inc. Telenor Satellite Services, Inc. is now known as Vizada, Inc. Finally, Telenor Broadband Services AS was succeeded in interest by Telenor Satellite Services AS, which is now known as Vizada AS. Petition to Adopt Conditions at nn.2-5; see also supra n.4. 12 See Petition to Adopt Conditions at 2; see also id. at Exhibits A, B, and C (collectively, the “Executive Branch Agreement”). The Petition to Adopt Conditions and the Executive Branch Agreement may be viewed on the FCC’s website through the International Bureau Filing System (IBFS) by searching for ISP-PDR-20060804-00010 and ISP-PDR-20080501-00011 and accessing “Other filings related to this application” from the Document Viewing Area. Vizada Inc.’s existing foreign ownership ruling, which we issued to its predecessor-in-interest, TSI, in the 2007 Ruling, is conditioned on compliance with the Network Security Agreement, dated November 29, 2001 (“2001 Network Security Agreement”), as amended by Amendment No. 1 in March 2007, to which Vizada Inc. and affiliates, on the one hand, and the DOJ, FBI and DHS, on the other, are parties. See 2007 Ruling, 22 FCC Rcd at 9329; see also supra note 6. The 2001 Network Security Agreement is appended to the Order and Authorization issued in Lockheed Martin Global Telecommunications, Comsat Corp., and Comsat General Corp., Assignor, and Telenor Satellite Mobile Services, Inc. and Telenor Satellite, Inc., Assignee, Order and Authorization, FCC 01-369, 16 FCC Rcd 22897 (2001). Amendment No. 1 to the 2001 Network Security Agreement is appended to the Petition to Adopt Conditions to Authorizations and Licenses filed by the DOJ, FBI and DHS on March 9, 2007 in IB Docket No. 06-225. 13 Mobsat US wholly owns Vizada Services through an intermediate subsidiary, VIZADA Services Holding, Inc., which is also organized in Delaware. See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for Vizada, Inc. and VIZADA Services LLC, to Marlene H. Dortch, Secretary, FCC (dated Sept. 29, 2009) (“September 29, Federal Communications Commission DA 10-357 4 (Continued from previous page) subsidiary of MobSat Norway, a Norwegian company. 14 MobSat Norway is wholly owned by MobSat Holding 1 BV which is, in turn, wholly owned by MobSat Holding 2 BV, both of which are organized in the Netherlands. MobSat Holding 2 BV is wholly owned by MobSat Group Holding Sàrl (“MobSat Group”), a Luxembourg company. 15 MobSat Group’s largest shareholders are as follows: Apax France VI FCPR (“Apax France”) (organized in France) (51.9% equity and voting interests); 16 Altamir Amboise SCA (“Altamir Amboise”) (organized in France) (20.2% equity and voting interests); 17 MobSat Management Sàrl (“MobSat Management”) (organized in Luxembourg) (9.3% equity and voting interests); and Apax Parallel Investment V, L.P. (“API V”) (organized in Delaware) (15.4% equity and voting interests). The remaining shares of MobSat Group Holding (3.3% equity and voting interests) are held by citizens of Canada, the United Kingdom and France, a U.K.-organized trust, and the Luxembourg-organized entity that manages MobSat Management. 18 5. Apax France is a Fonds Commun de Placements a Risques (the equivalent of a venture capital fund). Altamir Amboise is a Société en Commandite par Actions (the equivalent of a limited partnership). 19 Shares of Altamir Amboise trade publicly in France on the Euronext exchange. 20 According to the Petitioners, investors in Apax France and Altamir Amboise have no control over or right to control the management or voting of shares held by the companies in MobSat Group. 21 Mr. Maurice Tchénio, a French citizen, holds a controlling interest in Apax France and Altamir Amboise through his controlling interests in both companies’ managing partners: Apax Partners SA (“APSA”) and Apax Partners & Cie Gérance SA (“APCG”), respectively, both of which are organized in France. 22 As a result of his controlling interest in Apax France, Mr. Tchénio holds ultimate control of MobSat Group and its indirect wholly-owned subsidiary, Mobsat US, the Petitioners’ U.S. parent company. 2009 Letter”), Appendix A (Vizada ownership diagram). Petitioners’ ownership diagram, which consists of two pages, is appended to this Order and Declaratory Ruling (see infra Appendix A). 14 See September 29, 2009 Letter, Appendix A, and infra Appendix A. 15 See id. 16 Apax France holds an additional 2.4% ownership interest in MobSat Group as a result of Apax France’s 25.4% interest in MobSat Management Sàrl. See infra Appendix B, ¶ 4. Thus, Apax France holds a 54.3% controlling interest in MobSat Group. 17 Altamir Amboise holds an additional 0.92 % interest in MobSat Group as a result of Altamir Amboise’s 9.9% interest in MobSat Management Sàrl. See infra Appendix B, ¶ 8. Thus, Altamir Amboise holds a total 21.12% equity and voting interest in MobSat Group. 18 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for VIZADA Services LLC, to Marlene H. Dortch, Secretary, FCC (dated May 1, 2008) (“May 1, 2008 Letter”); February 13, 2008 Letter at 3. 19 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC at 2 (dated Oct. 5, 2007) (“October 5, 2007 Letter”). Altamir Amboise is the surviving entity of a merger between Amboise Investissement SCA and Altamir & Cie SCA, which, prior to their merger effective June 4, 2007, held separate interests in MobSat Group. See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for Inceptum 1 AS and MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC (dated June 26, 2007) (“June 26, 2007 Letter”), at 1-2. 20 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC (dated May 17, 2007) (“May 17, 2007 Letter”), at 6 (corrected copy filed on May 21, 2007). 21 See Vizada Services Petition at 2-3; May 17, 2007 Letter at 6 (corrected copy filed on May 21, 2007); June 26, 2007 Letter at 2. As described in Appendix B, however, individuals and entities involved in the management and control of Apax France and Altamir Amboise hold small equity interests in these companies. 22 See June 26, 2007 Letter at 2. Federal Communications Commission DA 10-357 5 6. MobSat Management is a société a responsabilité limitée (the equivalent of a limited liability company) organized under Luxembourg law as an investment vehicle for certain individuals involved in the management of the Petitioners and affiliated companies. As of September 29, 2009, 64.7 percent of the equity interests in MobSat Management have been distributed to citizens of the United States and other World Trade Organization (“WTO”) Member countries, specifically, Belgium, Canada, France, the Netherlands, Norway, Sweden, and the United Kingdom. The remaining ownership interests in MobSat Management are held by Apax France (25.4%) and Altamir Amboise (9.9%). 23 MobSat Management is managed by MobSat Gérance Sàrl, which is organized in Luxembourg. 24 Apax France owns a 72 percent interest in MobSat Gérance Sàrl and Altamir Amboise owns the remaining 28 percent interest. Mr. Michael Collins, a U.K. citizen, is the sole manager of MobSat Gérance Sàrl. 25 7. API V is controlled by its sole general partner, Apax Satellite, LLC, a Delaware limited liability company that holds a less-than-one percent equity interest in API V. 26 The sole member of Apax Satellite, LLC is Société Civile Vizasat (“SCV”), which is organized in France and comparable to a partnership under U.S. law. SCV is owned by managers and employees of APSA, all of whom are citizens of WTO Member countries. 27 Apax Satellite, LLC is managed by APSA which, as explained above, is controlled ultimately by Mr. Maurice Tchénio. 28 Over 99 percent of the equity interest in API V is held by its sole limited partner, Summer Street Satellite Holding Company, Ltd. (“Summer Street”), a Cayman Islands company. 29 Summer Street is wholly owned by GEAM International Private Equity Fund, L.P. (“GEAM International”). GEAM International is a private equity fund organized as a Delaware limited partnership and sponsored by GE Asset Management, Inc. Its general partner is GE International Management Incorporated (“GEIM”), a Delaware corporation which is, in turn, indirectly wholly owned (through U.S.-organized companies) by the General Electric Company (“GE”), a New York corporation. Shares of GE are widely held and publicly traded. Based on periodic surveys, GE estimates its total foreign ownership is 10 percent or less. GEIM holds a 0.20 percent equity interest in GEAM International. The remaining equity investment (99.8%) is held by limited partners that are passive fund investors. 30 III. DISCUSSION A. Summary of Analysis 8. In considering the petitions for declaratory ruling, we examine the indirect foreign ownership interests that are held in Vizada Services and Vizada Inc. pursuant to our public interest analysis under section 310(b)(4) of the Act and the Commission’s foreign ownership policies adopted in 23 See September 29, 2009 Letter at 1-2. 24 See October 5, 2007 Letter at 3. 25 See February 13, 2008 Letter at 2; October 5, 2007 Letter at 3. 26 See September 29, 2009 Letter, Appendix A, and infra Appendix A. See also August 13, 2009 Letter at 2-3; Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC at 2 (dated Apr. 30, 2007) (“April 30, 2007 Letter”). 27 See August 13, 2009 Letter at 2-3. 28 Id. 29 See September 29, 2009 Letter, Appendix A, and infra Appendix A. See also April 30, 2007 Letter at 2. 30 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC at 3 (dated Apr. 16, 2007) (“April 16, 2007 Letter”). See also infra Appendix B, ¶ 17. Federal Communications Commission DA 10-357 6 the Foreign Participation Order. 31 As part of that analysis, we consider any national security, law enforcement, foreign policy, or trade policy concerns raised by the foreign investment. 32 Relying on Commission precedent, we find that the indirect foreign ownership of Vizada Services and Vizada Inc. does not raise any issues under sections 310(a) or 310(b)(1)-(b)(3) of the Act. 33 Our analysis in Appendix B focuses on issues raised under section 310(b)(4). 9. Section 310(b)(4) of the Act establishes a 25 percent benchmark for investment by foreign individuals, corporations, and foreign governments in U.S.-organized entities that control U.S. common carrier radio licenses. This section also grants the Commission discretion to allow higher levels of foreign ownership if it determines that such ownership is not inconsistent with the public interest. 34 The calculation of foreign ownership interests under section 310(b)(4) is a two-pronged analysis in which the Commission examines separately the equity interests and the voting interests in the licensee’s direct or indirect parent. 35 The Commission calculates the equity interest of each foreign investor in the parent and then aggregates these interests to determine whether the sum of the foreign equity interests exceeds the statutory benchmark. Similarly, the Commission calculates the voting interest of each foreign investor in the parent and aggregates these voting interests. 36 The presence of aggregated alien equity or voting interests in a common carrier licensee’s parent in excess of the 25 percent benchmark triggers the applicability of section 310(b)(4)’s statutory benchmark. 37 Once the benchmark is triggered, section 31 47 U.S.C. § 310(b)(4); Rules and Policies on Foreign Participation Order in the U.S. Telecommunications Market, IB Docket Nos. 97-142, 95-22, Report and Order and Order on Reconsideration, FCC 97-398, 12 FCC Rcd 23891 (1997) (Foreign Participation Order), Order on Reconsideration, FCC 00-339, 15 FCC Rcd 18158 (2000). 32 The Commission considers national security, law enforcement, foreign policy, and trade policy concerns when analyzing foreign investment pursuant to sections 310(b)(4) and 310(d). Foreign Participation Order, 12 FCC Rcd at 23918-21, ¶¶ 59-66. 33 Section 310(a) of the Act prohibits any radio license from being “granted to or held by” a foreign government or its representative. 47 U.S.C. § 310(a). In this case, no foreign government or its representative will hold a radio license. Section 310(b)(1)-(2) of the Act prohibits common carrier, broadcast and aeronautical fixed or aeronautical en route radio licenses from being “granted to or held by” aliens, or their representatives, or foreign corporations. 47 U.S.C. § 310(b)(1)-(2). We find in this case that no alien, representative, or foreign corporation will hold a common carrier radio license. Accordingly, we find that the Petitioners’ indirect foreign ownership is not inconsistent with the foreign ownership provisions of section 310(a) or 310(b)(1)-(2) of the Act. See Applications of VoiceStream Wireless Corp., Powertel, Inc., Transferors, and Deutsche Telekom AG, Transferee, IB Docket No. 00- 187, Memorandum Opinion and Order, FCC 01-142, 16 FCC Rcd 9779, 9804-9809, ¶¶ 38-48 (2001). Additionally, because the foreign investment in the Petitioners is held through a controlling U.S. parent company, Mobsat US, Petitioners’ indirect foreign ownership does not trigger section 310(b)(3) of the Act, which places a 20% limit on alien, foreign corporate or foreign government ownership of entities that themselves hold common carrier, broadcast and aeronautical fixed or aeronautical en route radio licenses. Compare 47 U.S.C. § 310(b)(3) with § 310(b)(4). See Request for Declaratory Ruling Concerning the Citizenship Requirements of Sections 310(b)(3) and (4) of the Communications Act of 1934, as amended, Declaratory Ruling, 103 FCC 2d 511 (1985) (“Wilner & Scheiner I”), recon. in part, 1 FCC Rcd 12 (1986). 34 47 U.S.C. § 310(b)(4). 35 See BBC License Subsidiary L.P., Memorandum Opinion and Order, 10 FCC Rcd 10968, 10973, ¶ 22 (1995) (“BBC License Subsidiary”). 36 See id. at 10972, ¶ 20, 10973-74, ¶¶ 22-25. 37 See id. at 10973-74, ¶ 25. Federal Communications Commission DA 10-357 7 310(b)(4) directs the Commission to determine whether the “public interest will be served by the refusal or revocation of such license.” 38 10. In the Foreign Participation Order, the Commission concluded that the public interest would be served by permitting greater investment by individuals or entities from WTO Member countries in U.S. common carrier and aeronautical fixed and aeronautical en route radio licensees. 39 Therefore, with respect to indirect foreign investment from WTO Member countries, the Commission replaced its “effective competitive opportunities” test with a rebuttable presumption that such investment generally raises no competitive concerns. 40 In evaluating requests for approval of foreign ownership interests under section 310(b)(4), the Commission uses a “principal place of business” test to determine the nationality or “home market” of foreign investors. 41 11. We examine, in Appendix B, the citizenship or “principal place of business” of the foreign individuals and entities that hold, directly or indirectly, equity or voting interests in Mobsat US, the Petitioners’ U.S.-organized parent company. As set forth in Appendix B, and based on our analysis of the petitions and the supplemental information submitted for the record, we find that at least 75 percent of these equity and voting interests are properly ascribed to individuals or entities that are citizens of, or that principally conduct business in, WTO Member countries for purposes of our public interest analysis under section 310(b)(4) of the Act and the policies adopted in the Foreign Participation Order. 42 Accordingly, the Petitioners are entitled to a rebuttable presumption that their indirect foreign ownership does not pose a risk to competition in the U.S. market, 43 and we find no credible evidence in the record to rebut this presumption. Further, we find that the Executive Branch Agreement, as amended, among the Executive Branch Agencies and Vizada Services, Vizada Services Holding, Inc., Vizada, Inc., Marlink, Inc., Vizada Secure Services, Inc., Mobsat US, Vizada AS, and MobSat Norway with respect to Vizada Services’ and Vizada Inc.’s petitions for declaratory ruling and related applications addresses national security, law enforcement, and public safety concerns. 44 We therefore conclude, pursuant to section 38 47 U.S.C. § 310(b)(4). 39 See Foreign Participation Order, 12 FCC Rcd at 23896, ¶ 9, 23913, ¶ 50, 23940, ¶¶ 111-112. 40 Id. 41 To determine a foreign entity’s home market for purposes of the public interest determination under section 310(b)(4), the Commission will identify and balance the following factors: (1) the country of a foreign entity’s incorporation, organization, or charter; (2) the nationality of all investment principals, officers, and directors; (3) the country in which the world headquarters is located; (4) the country in which the majority of the tangible property, including production, transmission, billing, information, and control facilities, is located; and (5) the country from which the foreign entity derives the greatest sales and revenues from its operations. Foreign Participation Order, 12 FCC Rcd at 23941, ¶ 116 (citing Market Entry and Regulation of Foreign-Affiliated Entities, Report and Order, 11 FCC Rcd 3873, 3951, ¶ 207 (1995)). 42 The Commission stated in the Foreign Participation Order that it will deny an application if it finds that more than 25% of the ownership of an entity that controls a common carrier radio licensee is attributable to parties whose principal place(s) of business are in non-WTO Member countries that do not offer effective competitive opportunities to U.S. investors in the particular service sector in which the applicant seeks to compete in the U.S. market, unless other public interest considerations outweigh that finding. See Foreign Participation Order, 12 FCC Rcd at 23946, ¶ 131. 43 See Foreign Participation Order, 12 FCC Rcd at 23896, ¶ 9, 23913, ¶ 50, 23940, ¶¶ 111-112. 44 See also infra ¶ 14. In assessing the public interest under section 310(b)(4), we take into account the record and accord deference to Executive Branch expertise on national security and law enforcement issues. See Foreign Participation Order, 12 FCC Rcd at 23918, ¶ 59, 23919, ¶¶ 61-66. Federal Communications Commission DA 10-357 8 310(b)(4) of the Act, that it would not serve the public interest to prohibit the indirect foreign ownership of Vizada Services and Vizada Inc. in excess of the 25 percent benchmark in section 310(b)(4) of the Act. We grant their petitions to the extent specified and as conditioned in the ruling below. Grant of the Vizada Inc. petition is without prejudice to any enforcement action by the Commission for non- compliance with the Communications Act of 1934, as amended, or the Commission’s rules. 45 B. Declaratory Ruling 12. Accordingly, this ruling permits Vizada Services and Vizada Inc. to be owned indirectly: (1) by MobSat Group, MobSat Holding 2 BV, MobSat Holding 1 BV, and Mobsat Norway (individually, up to and including 100% of the equity and voting interests); (2) by Apax France (up to and including 54.3% of the equity and voting interests); (3) through Apax France, APSA (individually) and its named direct and indirect shareholders, including Maurice Tchénio (collectively) (up to and including a less- than-one percent equity interest and 54.3% voting interest); (4) by the Apax France passive foreign investors identified in the record (collectively, up to and including 38.84% of the equity and 71.53% of the voting interests); (5) by Altamir Amboise (up to and including 21.12% of the equity and voting interests); (6) by APCG (individually) and its named direct and indirect shareholders, including Maurice Tchénio (collectively) (up to and including 21.12% of the voting interests); (7) as limited partners of Altamir Amboise, by APSA, SNC, and French citizens who own shares of APSA, including Maurice Tchénio, and funds managed by subsidiaries of Fidelity International Limited and FMR Corp. (collectively) (up to and including 5.65% of the equity and voting interests); (8) by MobSat Management (up to and including 9.3% of the equity and voting interests); (9) through MobSat Management, by MobSat Gérance, Mr. Michael Collins, Apax France, APSA, APSA’s named shareholders and their controlling interest holders, including Maurice Tchénio (collectively) (up to and including 9.3% of the voting interests); (10) by the named foreign individuals who hold shares of MobSat Management (collectively) (up to and including 5.59% of the equity and voting interests); (11) by API V and Summer Street (individually) (up to and including 15.4% of the equity and voting interests); (12) through API V, by Apax Satellite LLC (up to and including a less-than-one percent equity and 15.4% voting interest); (13) through API V and Apax Satellite LLC, by SCV (individually) and its limited partners (collectively) (up to and including a less-than-one percent equity interest); (14) through API V and Apax Satellite LLC, by APSA (individually) and its named direct and indirect shareholders, including Maurice Tchénio (collectively) (up to and including a 15.4% voting interest); (15) by the GEAM International foreign limited partners identified in the record (collectively, up to and including 5.21% of the equity and voting interests); (16) by Mr. Bruno Ducharme (up to and including 0.9% of the equity and voting interests); (17) by Mr. Michael Collins (up to and including 1.2% of the equity and voting interests); (18) by the Glenridge Trust and Mr. Michael Collins and Ms. Gwendoline Collins, as trustees (individually, up to and including 1.2% of the equity and voting interests); and (19) by the Glenridge Trust beneficiaries (individually or collectively, up to and including 1.2% of the equity interests); and (20) by Mr. Maurice Tchénio (individually, up to and including 96.7% of the voting interests). 13. Vizada Services and Vizada Inc. may accept up to and including an additional aggregate 25 percent indirect foreign equity and/or voting interests from these foreign investors and other foreign investors without seeking prior Commission approval under section 310(b)(4) subject to two conditions. First, for purposes of calculating the aggregate 25 percent amount, Vizada Services and Vizada Inc. shall include all equity and voting interests held by foreign investors of Altamir Amboise, with the exception of the limited partnership interests approved in the foregoing paragraph and the foreign equity and voting 45 The record in this proceeding indicates that changes in Vizada Inc.’s foreign ownership since issuance of its initial ruling in 2007 may have exceeded the parameters of that ruling. See 2007 Ruling, 22 FCC Rcd at 9330-31. Federal Communications Commission DA 10-357 9 interests held in GE (in the aggregate, 15.47% equity and 17.01% voting). 46 Second, Vizada Services and Vizada Inc. shall seek prior approval before any foreign individual or entity, with the exception of the specific interests approved in paragraph 12 above, acquires individually an indirect equity and/or voting interest in Vizada Services or Vizada Inc. that exceeds 25 percent. We emphasize that, as Commission licensees, Vizada Services and Vizada Inc. have an affirmative duty to continue to monitor their foreign equity and voting interests and to calculate these interests consistent with the attribution principles enunciated by the Commission. 47 14. In accordance with the request of the Executive Branch Agencies, in the absence of any objection from Vizada Services and Vizada Inc., and given the discussion above, we grant the Petition to Adopt Conditions filed by the Executive Branch Agencies and condition our grant of Vizada Services’ and Vizada Inc.’s section 310(b)(4) petitions for declaratory ruling on the agreement of Vizada Services, Vizada Services Holding, Inc., Vizada, Inc., Marlink, Inc., Vizada Secure Services, Inc., Mobsat US, Vizada AS, and MobSat Norway to abide by the commitments set forth in the Executive Branch Agreement and the Amendments to that agreement. We include the Petition to Adopt Conditions and the Executive Branch Agreement, as amended, as Appendix C to this Order and Declaratory Ruling. 48 IV. ORDERING CLAUSES 15. Accordingly, IT IS ORDERED that, pursuant to sections 4(i) and (j), and 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 310(b)(4), and section 1.2 of the Commission's rules, 47 C.F.R. § 1.2, the Petitions for Declaratory Ruling filed by VIZADA Services LLC and Vizada, Inc. ARE GRANTED to the extent specified in this Order and Declaratory Ruling. 16. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), and 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 310(b)(4), the Petition to Adopt Conditions to Authorizations and Licenses filed by the Department of Justice, including the Federal Bureau of Investigation, and the Department of Homeland Security on January 9, 2009, IS GRANTED. Grant of the Petitions for Declaratory Ruling IS CONDITIONED UPON compliance with the 46 As explained in Appendix B, the record does not contain sufficient information as to the citizenship or principal place of business of investors that hold indirectly, through Altamir Amboise and GE, 15.47% of the equity and 17.01% of the voting interests in Petitioners’ U.S. parent, Mobsat US. This ruling therefore requires Petitioners to count these interests as part of the 25% aggregate amount that we allow for unidentified foreign equity and voting interests. As a result, Petitioners may accept only an additional 9.53% equity interests (25.00% - 15.47%) and 7.99% voting interests (25.00% - 17.01%) from the foreign investors specifically approved in paragraph 12 and from other foreign investors. We caution Petitioners that, to the extent an approved foreign limited partner of Altamir Amboise sells any portion of its interest in that fund, or purchases additional interests, the percentage interest bought or sold must be included in the aggregate 25% amount provided in this ruling for additional indirect foreign investment. 47 Mobile Satellite Ventures Subsidiary LLC and SkyTerra Communications Inc., Petition for Declaratory Ruling Under Section 310(b)(4) of the Communications Act, as Amended, File No. ISP-PDR-20070314-0004, Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P., Petition for Expedited Action for Declaratory Ruling Under Section 310(b) of the Communications Act, as Amended, File No. ISP-PDR-20080111-00001, Order and Declaratory Ruling, FCC 08-77, 23 FCC Rcd 4436, 4443, ¶ 16 (2008); Verizon Communications, Inc., Transferor and America Móvil, S.A., DE C.V., Transferee, Application for Authority to Transfer Control of Telecomunicaciones de Puerto Rico, Inc. (TELPRI), WT Docket No. 06-113, Memorandum Opinion and Order and Declaratory Ruling, FCC 07-43, 22 FCC Rcd 6195, 6225, ¶ 68 (2007). 48 A copy of the Petition to Adopt Conditions and the Executive Branch Agreement, as amended, may be viewed on the FCC website through the International Bureau Filing System (IBFS) by searching for ISP-PDR-20060804-00010 and ISP-PDR-20080501-00011 and accessing “Other filings related to this application” from the Document Viewing area. IBFS may be accessed at http://licensing.fcc.gov/myibfs/. Federal Communications Commission DA 10-357 10 commitments set forth in the Executive Branch Agreement and the Amendments to that agreement, attached to this Order and Declaratory Ruling as Appendix C. 17. This Order and Declaratory Ruling is issued pursuant to authority delegated to the International Bureau by section 0.261 of the Commission’s rules, 47 C.F.R. § 0.261, and is effective upon release. Petitions for reconsideration under section 1.106 or applications for review under section 1.115 of the Commission’s rules, 47 C.F.R. §§ 1.106, 1.115, may be filed within thirty days of the date of public notice of this Order and Declaratory Ruling. See 47 C.F.R. § 1.4(b)(2). Federal Communications Commission Mindel De La Torre Chief, International Bureau Federal Communications Commission DA 10-357 11 Federal Communications Commission DA 10-357 12 Federal Communications Commission DA 10-357 Appendix B: Summary of Analysis I. SECTION 310(B)(4) ANALYSIS 1. We evaluate in this Appendix the foreign ownership interests held in Mobsat Holding US Corp. (“Mobsat US”), the U.S. parent company of VIZADA Services LLC (“Vizada Services”) and its affiliate, Vizada, Inc. (“Vizada Inc.” and, together with Vizada Services, the “Petitioners”), pursuant to section 310(b)(4) of the Act. 1 We calculate below the percentage of foreign equity and voting interests held in Mobsat US by and through numerous foreign-organized holding companies and investing funds. We then examine whether these foreign equity and voting interests are properly ascribed to individuals who are citizens of, or entities that have their principal places of business in, WTO Member countries. 2. Foreign Equity and Voting Interests Held by the Vizada Holding Companies: Vizada Services and Vizada Inc. are organized in Delaware as wholly-owned subsidiaries of Mobsat US. 2 Mobsat US is also organized in Delaware and is, in turn, a direct, wholly-owned subsidiary of MobSat Holding Norway AS (“MobSat Norway”), a Norwegian company. 3 MobSat Norway is wholly owned by MobSat Holding 1 BV which is, in turn, wholly owned by MobSat Holding 2 BV, both of which are organized in the Netherlands. MobSat Holding 2 BV is wholly owned by MobSat Group Holding Sàrl (“MobSat Group”), a Luxembourg company. 3. We attribute to each of the foreign-organized holding companies named above in paragraph 2 (collectively, the “Vizada Holding Companies”) a 100 percent equity and voting interest in Mobsat US. We also find that each of the Vizada Holding Companies has its principal place of business in France, which is a WTO Member country. 4 Accordingly, we find that these indirect foreign equity and voting interests in Mobsat US are properly ascribed to a WTO Member country for purposes of our public 1 The methodology that we use to calculate foreign equity and voting interests in common carrier licensees under section 310(b)(4) of the Act is explained in the Foreign Ownership Guidelines, 19 FCC Rcd 22612, 22624-22631 (Int’l Bur. 2004), Erratum, 21 FCC Rcd 6484 (Int’l Bur. 2006). We recommend use of the two-page ownership diagram in Appendix A to this Order and Declaratory Ruling as a roadmap for our section 310(b)(4) analysis of the foreign ownership interests held in Mobsat US. The ownership diagram also appears in the record as Appendix A to the Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for Vizada, Inc. and VIZADA Services LLC, to Marlene H. Dortch, Secretary, FCC (dated Sept. 29, 2009) (“September 29, 2009 Letter”). 2 Mobsat US wholly owns Vizada Services through an intermediate subsidiary, VIZADA Services Holding, Inc., which is also organized in Delaware. See September 29, 2009 Letter, Appendix A; see also supra Appendix A. 3 MobSat Norway was formerly named Inceptum 1 AS. See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for VIZADA Services LLC, to Marlene H. Dortch, Secretary, FCC at 2 (dated Feb. 13, 2008) (“February 13, 2008 Letter”). 4 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for Inceptum 1 AS and MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC (dated Mar. 12, 2007) (“March 12, 2007 Letter”), Annex 3. We determine a foreign entity’s principal place of business under section 310(b)(4) by identifying and balancing the following factors: (1) the country of a foreign entity’s incorporation, organization or charter; (2) the nationality of all investment principals, officers, and directors; (3) the country in which the world headquarters is located; (4) the country in which the majority of the tangible property, including production, transmission billing, information, and control facilities, is located; and (5) the country from which the foreign entity derives the greatest sales and revenues from its operations. Foreign Participation Order, 12 FCC Rcd at 23941, ¶ 116 (citing Market Entry and Regulation of Foreign-Affiliated Entities, Report and Order, 11 FCC Rcd 3873, 3951, ¶ 207 (1995)). Although the Vizada Holding Companies are organized and headquartered in WTO Member countries other than France (specifically, Norway, Luxembourg and the Netherlands), they are ultimately controlled by Mr. Maurice Tchénio, a citizen of France, and other French citizens participate on their boards of directors. The majority of the indirect equity investment in the Vizada Holding Companies flows from two investment funds ? Apax France and Altamir Amboise ? that are organized and principally conduct business in France. See infra ¶¶ 4-10; see also March 12 Letter, Annex 3. In addition, the Vizada Holding Companies have no tangible property, sales or revenue. Thus, on balance, we find that the Vizada Holding Companies have their principal place of business in France. Federal Communications Commission DA 10-357 2 interest analysis under section 310(b)(4) and the Commission’s foreign ownership policies for common carrier licensees. 4. Foreign Equity and Voting Interests Held By and Through Apax France: Apax France VI FCPR (“Apax France”) holds directly 51.9 percent of the equity and voting interests in MobSat Group, which, as noted, holds indirectly 100 percent of the equity and voting interests in Mobsat US. 5 Apax France holds indirectly an additional 2.4 percent equity and voting interest in MobSat Group through Apax France’s 25.4 percent ownership interest in MobSat Management Sàrl (“MobSat Management”), which, in turn, holds directly 9.3 percent of the equity and voting interests in MobSat Group (25.4 x 9.3%). 6 Thus, Apax France holds a controlling 54.3 percent equity and voting interest in MobSat Group (51.9% + 2.4%). 5. Apax France is a French-organized Fonds Commun de Placements a Risques (“FCPR”), which is the equivalent of a venture capital fund. Apax France is controlled by its investment fund manager, Apax Partners SA (“APSA”). 7 APSA’s controlling, majority shareholder is Apax Partners SNC (“SNC”), which is, in turn, owned by Maurice and Romain Tchénio, both French citizens. Mr. Maurice Tchénio ultimately controls APSA through his controlling interest in SNC. 8 APSA holds a de minimis equity interest in Apax France that rounds to 0.00 percent. 9 Individuals involved in the management of Apax France hold an aggregate 0.89 percent equity interest in Apax France. 10 Investors that are not involved in management hold the remaining (nearly 100%) equity interests in Apax France. 11 (continued….) 5 See September 29, 2009 Letter, Appendix A, and supra Appendix A. 6 Id. See also September 29, 2009 Letter at 1-2. 7 See March 12, 2007 Letter, Appendix at 2-3. The individuals that have ownership interests in APSA are described variously in the record as “partners” and “shareholders.” Because the record indicates that APSA is governed in the manner of a corporation that is controlled by a single shareholder (in this case, Mr. Maurice Tchénio), we treat APSA as the equivalent of a corporation for purposes of our foreign ownership analysis. This approach simplifies our analysis and does not affect the outcome of our review in this case because all of APSA’s stakeholders are citizens of WTO Member countries. 8 Maurice Tchénio and his son Romain Tchénio jointly own 100% of SNC, which, in turn, owns a controlling 54.48% interest in APSA. See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for Vizada, Inc. and VIZADA Services LLC, to Marlene H. Dortch, Secretary, FCC (dated Aug. 13, 2009) (“August 13, 2009 Letter”) at 3-4. Applicants represent that Romain Tchénio’s ownership interest in SNC is non-controlling, with his voting rights in SNC limited to shareholder decisions to amend the company’s articles of association. All other matters are determined by Maurice Tchénio, who is the sole manager of SNC and can be removed from that position only by a unanimous vote of the shareholders (including himself). See March 12, 2007 Letter, Appendix at 2-3. Thus, based on the record, we find that Maurice Tchénio controls Apax France through his successive controlling interests in SNC and APSA, which manages Apax France. SNC and APSA are organized under the laws of France. Id., Appendix at 2-5. 9 See id., Appendix at 2. 10 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC (dated Mar. 30, 2007) (“March 30, 2007 Letter”), Appendix at 4, n.7. The March 30, 2007 Letter is appended to the May 17, 2007 Letter (corrected copy filed on May 21, 2007). 11 Petitioners explain that, as a Fonds Commun de Placements a Risques (“FCPR”), Apax France is similar to a limited partnership, but it does not have a separate legal personality. It is a co-ownership vehicle with shares held by investors (these shares can be traded), and it is managed by a management company. An FCPR is governed by a principle of separation between the management and the ownership of assets. Petitioners state that, as a consequence, investors are not involved in the management of an FCPR. See March 30, 2007 Letter, Appendix at 7- 8. In the case at hand, and as noted in the text above, individuals involved in the management of Apax France do Federal Communications Commission DA 10-357 3 (Continued from previous page) 6. Consistent with our foreign ownership case precedent, we calculate that Apax France holds indirectly 54.3 percent of the equity and voting interests in Mobsat US. 12 We also calculate that APSA, which controls Apax France, and the named direct and indirect shareholders of APSA in the aggregate, hold indirectly up to a less-than-one percent (rounding to 0.00%) equity interest and a 54.3 percent voting interest in Mobsat US. We also attribute to Maurice Tchénio individually, because he controls Apax France, a 54.3 percent indirect voting interest in Mobsat US. We find that each of these named individuals and entities is a citizen of, or has its principal place of business in, France, the United Kingdom or the United States. 13 Accordingly, we find that these indirect equity and voting interests in Mobsat US are properly ascribed to WTO Member countries for purposes of our public interest analysis under section 310(b)(4) and the Commission’s foreign ownership policies for common carrier licensees. 7. We also find that 71.53 percent of the equity interests in Apax France are held by passive foreign investors, all of which are citizens of, or have their principal places of business in, WTO Member countries. 14 Consistent with our foreign ownership case precedent, we apply the multiplier to calculate the percentage of indirect foreign equity that is held in Mobsat US through Apax France. 15 Thus, we calculate that foreign investors from WTO Member countries will hold indirectly up to 38.84 percent of the equity interests in Mobsat US (71.53% x 54.3%). Consistent with our foreign ownership case precedent, we also calculate a voting interest for these passive foreign investors. 16 Because Apax France holds a controlling interest in MobSat Group and, in turn, in Mobsat US, we do not apply the multiplier to calculate the voting interest held indirectly in Mobsat US by Apax France’s passive foreign investors. We attribute to them an indirect 71.53 percent voting interest in Mobsat US (71.53% x 100%). We find that the remaining 28.47 percent equity interest held by passive investors in Apax France is properly ascribed to U.S. citizens and to entities that are both organized and have their principal places of business hold an aggregate 0.89% equity interest in Apax France, and its management company, APSA, holds a de minimis equity interest that rounds to 0.00%. We include the 0.89% equity interest in our calculation of passive foreign investment in Apax France in order to simply our calculations. See infra ¶ 7. 12 For purposes of our foreign ownership analysis, all equity and voting interests held directly in MobSat Group by foreign citizens or entities flow through in their entirety to Mobsat US because MobSat Group holds indirectly 100% of the equity and voting interests in Mobsat US. For the same reason, all foreign equity and voting interests held indirectly in MobSat Group as a result of foreign investment in its direct shareholders flow through in their entirety to Mobsat US. 13 See March 12, 2007 Letter, Annex 3. See also id., Appendix at 3-4 (providing citizenship of SNC and other APSA shareholders). 14 See March 30, 2007 Letter, Appendix at 2-5. Petitioners represent that, other than APSA, whose interest rounds to 0.00%, the Apax France investors consist of: (1) U.S.-organized banks, insurance companies, and foundations/endowments (2.55%); (2) foreign-organized banks, insurance companies, and foundations/endowments (17.54%) (Finland, France, Norway, Sweden, Switzerland); (3) private equity funds and investment managers organized and having their principal places of business in the United States (8.19%); (4) private equity funds and investment managers organized or having their principal places of business in a foreign country (19.26%) (France, Luxembourg, Singapore, Switzerland, United Kingdom); (5) U.S.-organized pension funds (16.94%); (6) foreign- organized pension funds (25.56%) (Canada, Netherlands, United Kingdom); (7) U.S. private investment company (0.79%); (8) foreign private investment companies (7.27%) (Canada, France, Luxembourg, Switzerland, United Kingdom); and (9) foreign citizens and family trusts (1.90%) (France, United Kingdom). See id. 15 That is, we calculate the foreign equity interests held in Mobsat US as a result of foreign investment in Apax France by multiplying the percentage of foreign equity in Apax France (71.53%) by the percentage of Apax France’s equity interest in MobSat Group (54.3%). The resulting product is 38.84% (71.53% x 54.3% = 38.84%), which flows through in its entirety to Mobsat US. See supra n.12. 16 See Foreign Ownership Guidelines, 19 FCC Rcd at 22628. Federal Communications Commission DA 10-357 4 in the United States. Thus, we find that U.S. investors hold, through Apax France, up to an indirect 15.46 percent equity interest (28.47% x 54.3%) and 28.47% voting interest (28.47% x 100%) in Mobsat US. 8. Foreign Equity and Voting Interests Held By and Through Altamir Amboise: We next analyze the foreign equity and voting interests that are held indirectly in Mobsat US by and through Altamir Amboise SCA (“Altamir Amboise”). Altamir Amboise is organized in France as a Société en Commandite par Actions, the equivalent of a limited partnership, and its limited partnership interests trade publicly in France on the Euronext exchange. 17 Altamir Amboise holds directly 20.2 percent of the equity and voting interests in MobSat Group, which, as noted, holds indirectly 100 percent of the equity and voting interests in Mobsat US. 18 Altamir Amboise holds indirectly an additional 0.92 percent equity and voting interest in MobSat Group through Altamir Amboise’s 9.9 percent ownership interest in MobSat Management, which, in turn, holds directly 9.3 percent of the equity and voting interests in MobSat Group (9.9% x 9.3%). 19 Thus, Altamir Amboise holds a total 21.12 percent equity and voting interest in MobSat Group (20.2% + 0.92%). Altamir Amboise is controlled by its general partner and manager, APCG, which is organized in France. Petitioners represent that Maurice Tchénio ultimately controls APCG, which has no equity interest in Altamir Amboise. 20 All equity investment in Altamir Amboise is held in the form of limited partnership interests. 21 9. Consistent with our foreign ownership case precedent, we calculate that Altamir Amboise holds indirectly 21.12 percent of the equity and voting interests in Mobsat US. 22 We also calculate that Altamir Amboise’s general partner, APCG, and its named direct and indirect shareholders in the aggregate, hold indirectly 21.12 percent voting interest in Mobsat US. We also attribute to Maurice Tchénio individually, because he controls Altamir Amboise, a 21.12 percent indirect voting interest in Mobsat US. We find that Altamir Amboise and APCG principally conduct business in France. 23 We also 17 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC (dated May 17, 2007) (“May 17, 2007 Letter”), at 6 (corrected copy filed on May 21, 2007). 18 See September 29, 2009 Letter, Appendix A, and supra Appendix A. 19 Id. See also September 29, 2009 Letter at 1-2. 20 See September 29, 2009 Letter, Appendix A, and supra Appendix A. See also Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for Inceptum 1 AS and MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC at 2 (dated June 26, 2007) (“June 26, 2007 Letter”). 21 See June 26, 2007 Letter at 2. According to the Petitioners, limited partners of Altamir Amboise have no control over or right to control the management or voting of shares that it holds in MobSat Group. See Vizada Services Petition at 2-3; May 17, 2007 Letter at 6 (corrected copy filed on May 21, 2007). We note that Maurice Tchénio, who controls Altamir Amboise, holds limited partnership interests in Altamir Amboise through his ownership interests in APSA and SNC. See infra n.26 and accompanying text. We include Mr. Tchénio’s equity interest in Altamir Amboise in our calculation of the fund’s passive foreign investment in order to simplify our calculations. See infra ¶ 10. 22 For purposes of our foreign ownership analysis, all equity and voting interests held directly in MobSat Group by foreign citizens or entities flow through in their entirety to Mobsat US because MobSat Group holds indirectly 100% of the equity and voting interests in Mobsat US. For the same reason, all foreign equity and voting interests held indirectly in MobSat Group as a result of foreign investment in its direct shareholders flow through in their entirety to Mobsat US. 23 A principal place of business showing for Altamir Amboise and APCG is contained in the March 12, 2007 Letter, Annex 3 at 2-3. Altamir Amboise is the surviving entity of a merger between Amboise Investissement SCA and Altamir & Cie SCA, which, prior to their merger effective June 4, 2007, held separate interests in MobSat Group. See June 26, 2007 Letter at 1-2. We find no basis to conclude that the merger resulted in a change in the principal place of business of the merged entity. See id. Federal Communications Commission DA 10-357 5 find that all of APCG’s shareholders are citizens of, or have their principal places of business in, France, the United Kingdom or the United States. 24 We therefore find that these indirect voting interests in Mobsat US are properly ascribed to WTO Member countries for purposes of our public interest analysis under section 310(b)(4) and the Commission’s foreign ownership policies for common carrier licensees. 10. As noted above, shares of Altamir Amboise are publicly traded in France on the Euronext exchange. The Petitioners have determined that funds managed by subsidiaries of Fidelity International Limited and FMR Corp. (better known as Fidelity Investments) hold collectively 4.38 percent of the limited partnership interests in Altamir Amboise. 25 The Petitioners also state that APSA, SNC, and French citizens who own shares of APSA collectively hold 22.35 percent of the limited partnership interests in Altamir Amboise. 26 We find it reasonable to conclude on the basis of this information that investors with a principal place of business in the United States or other WTO Member countries hold at least 26.73 percent of the equity investment in Altamir Amboise (4.38% + 22.35%). Applying the multiplier, this amount represents a 5.65 percent equity and voting interest in Mobsat US through Altamir Amboise (26.73% x 21.12%). The record does not support further conclusions about the limited partner investment in Altamir Amboise without additional information from the Petitioners, such as the results of a survey of Altamir Amboise’s limited partners with citizenship and principal place of business showings for the limited partners that it surveyed. Accordingly, consistent with our foreign ownership case precedent, we treat as non-WTO investment 73.27 percent of the equity and voting interests in Altamir Amboise (100% - 26.73%), which amounts to an indirect 15.47 percent equity and voting interest in Mobsat US (73.27% x 21.12%). Thus, for purposes of our public interest analysis under section 310(b)(4) of the Act and the Commission’s foreign ownership policies adopted in the Foreign Participation Order, we treat as non-WTO investment 15.47 percent indirect equity and voting interests held indirectly in Mobsat US by foreign limited partners of Altamir Amboise. 11. Foreign Equity and Voting Interests Held By and Through MobSat Management: We next analyze the foreign equity and voting interests that are held indirectly in Mobsat US by and through MobSat Management. MobSat Management holds directly 9.3 percent of the equity and voting interests in MobSat Group, which, as noted, holds indirectly 100 percent of the equity and voting interests in Mobsat US. 27 MobSat Management is a société a responsabilité limitée (the equivalent of a limited liability company) organized under Luxembourg law as an investment vehicle for certain individuals 24 A principal place of business showing for each entity that holds a direct or indirect ownership interest in APCG, as illustrated in the ownership chart in Appendix A of this Order and Declaratory Ruling, is contained in the March 12, 2007 Letter, Annex 3 at 2-4. The March 12, 2007 Letter also lists the individuals who have a direct or indirect ownership interest in APCG. All of these individuals are citizens of France, the United Kingdom, or the United States. See id., Appendix at 3-5. 25 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for VIZADA Services LLC, to Marlene H. Dortch, Secretary, FCC (dated June 3, 2008) (“June 3, 2008 Letter”) at 2. We find on the basis of publicly available information that the Fidelity Investment interests in Altamir Amboise are properly ascribed to the United States or another WTO Member country. See http://www.sec.gov/Archives/edgar/data/315066/000031506607002611/0000315066-07-002611.txt. See also March 30, 2007 Letter, Appendix at 6-7. In the absence of additional information with regard to the place of organization of the Fidelity funds, or the number of foreign investors in the funds, we consider the Fidelity funds to be foreign investors, albeit with a principal place of business in the United States or another WTO Member country. 26 See September 29, 2009 Letter at 2. This total includes limited partnership interests held by APSA (0.62%), SNC (19.26%), and French citizens who are shareholders of APSA (2.47%). Id. at 2 n.2. APSA and SNC each has its principal place of business in France. See September 29, 2009 Letter at 2. See also supra ¶ 6. 27 See September 29, 2009 Letter, Appendix A, and supra Appendix A. Federal Communications Commission DA 10-357 6 involved in the management of the Petitioners and affiliated companies. 28 As of September 29, 2009, 64.70 percent of the equity and voting interests in MobSat Management have been distributed to citizens of the United States (4.56%) or another WTO Member country, specifically, Belgium, Canada, France, the Netherlands, Norway, Sweden, and the United Kingdom (in the aggregate, 60.14%). 29 The remaining ownership interests in MobSat Management are held by Apax France (25.4%) and Altamir Amboise (9.9%). 30 Petitioners state that MobSat Management is managed – which we understand to mean controlled – by MobSat Gérance Sàrl (“MobSat Gérance”). MobSat Gérance is organized in Luxembourg in a form equivalent to a limited liability company. Apax France owns 72 percent of MobSat Gérance, and Altamir Amboise owns the remaining 28 percent. MobSat Gérance can be removed as the manager of MobSat Management only by a unanimous vote of its shareholders. 31 Mr. Michael Collins, a U.K. citizen, is the sole manager of MobSat Gérance. 32 12. Consistent with our foreign ownership case precedent, we calculate that MobSat Management holds indirectly 9.3 percent of the equity and voting interests in Mobsat US. 33 We attribute to the foreign individuals who hold shares in MobSat Management a 5.59 percent indirect equity and voting interest in Mobsat US. 34 As noted above, each of these individuals is a citizen of a WTO Member country. We also attribute the 9.3 percent voting interest that MobSat Management holds indirectly in Mobsat US to Mobsat Management’s manager, Mobsat Gérance, and to the individuals and entities that directly or indirectly control MobSat Gérance. 35 Specifically, we attribute a 9.3 percent indirect voting 28 See May 1, 2008 Letter at 1-2; February 13, 2008 Letter at 2-3; Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC at 3 (dated Oct. 5, 2007) (“October 5, 2007 Letter”) at 2-3. 29 See September 29, 2009 Letter at 1-2; August 13, 2009 Letter at 1-2. 30 See September 29, 2009 Letter at 1-2. 31 October 5, 2007 Letter at 3. 32 Id. For purposes of calculating indirect foreign voting interests in Mobsat US, we include Mr. Collins as one of several parties that hold a controlling interest in MobSat Management. See infra ¶ 12. 33 For purposes of our foreign ownership analysis, all equity and voting interests held directly in MobSat Group by foreign citizens or by entities organized in foreign countries flow through in their entirety to Mobsat US because MobSat Group holds indirectly 100% of the equity and voting interests in Mobsat US. For the same reason, all foreign equity and voting interests held indirectly in MobSat Group as a result of foreign investment in its direct shareholders flow through in their entirety to Mobsat US. 34 As discussed above (at ¶ 11), these foreign individuals hold 60.14% of MobSat Management’s equity and voting interests. Using the multiplier, we find that these foreign individuals hold indirectly 5.59% equity and voting interest in Mobsat US through MobSat Management’s interest in MobSat US (60.14% x 9.3% = 5.59%). As discussed previously, we have attributed to Apax France an additional 2.4% indirect equity and voting interest in Mobsat US as a result of Apax France’s 25.4% ownership interest in MobSat Management (25.4% x 9.3% = 2.4%). See supra ¶¶ 4, 6. We also have attributed to Altamir Amboise an additional 0.92% indirect equity and voting interest in Mobsat US as a result of Altamir Amboise’s 9.9% ownership interest in MobSat Management (9.9% x 9.3% = 0.92%). See supra ¶¶ 8-9. 35 When evaluating foreign voting interests in the U.S. parent company of a common carrier licensee, it is possible that multiple investors will be treated as holding the same voting interest in the U.S. parent where, as in the instant case, the investment is held through multiple intervening holding companies or partnerships. Our purpose in identifying the citizenship of the specific individuals or entities that hold these interests is not to increase the aggregate level of foreign investment, but rather to determine whether any particular foreign interest raises potential risks to competition or other public interest concerns, such as national security or law enforcement concerns. See Foreign Ownership Guidelines, 19 FCC Rcd at 22630-31. Federal Communications Commission DA 10-357 7 f interest in Mobsat US to Mr. Michael Collins, Apax France, APSA, APSA’s named shareholders and their controlling interest holders (in the aggregate), and Maurice Tchénio, who ultimately controls APSA. 36 We find that MobSat Management and MobSat Gérance each has its principal place of business in Luxembourg or France. 37 We also find that the above-named individuals and entities that hold direct or indirect controlling interests in MobSat Management are citizens of, or have their principal places o business in, France, the United Kingdom or the United States. 38 Accordingly, we find that the equity and voting interests held indirectly in Mobsat US by and through MobSat Management are properly ascribed to WTO Member countries for purposes of our public interest analysis under section 310(b)(4) and the Commission’s foreign ownership policies for common carrier licensees. 13. Foreign Equity and Voting Interests Held Through API V. We next analyze the foreign equity and voting interests that are held indirectly in Mobsat US through API V, a Delaware limited partnership. API V holds directly 15.4 percent of the equity and voting interests in MobSat Group, which, as noted, holds indirectly 100 percent of the equity and voting interests in Mobsat US. 39 The general partner of API V is Apax Satellite, LLC (“Apax Satellite”), a Delaware limited liability company that holds a less-than-one percent equity interest in API V. 40 Petitioners state that Apax Satellite is managed and controlled by APSA. 41 The sole member of Apax Satellite, LLC is Société Civile Vizasat (“SCV”), which is organized in France and comparable to a partnership under U.S. law. 42 SCV is owned by managers and employees of APSA, all of whom are citizens of WTO Member countries. 43 The remaining equity interests in API V are held by its sole limited partner, Summer Street Satellite Holding Company, Ltd. (“Summer Street”). Summer Street is organized in the Cayman Islands and is wholly 36 As discussed supra ¶¶ 4 and 6, and n.34, we have attributed to Apax France a 2.4% voting interest, out of the total 9.3% voting interest, held indirectly in Mobsat US by MobSat Management as a result of Apax France’s 25.4% ownership interest in MobSat Management (25.4% x 9.3% = 2.4%). We here find that the entire 9.3% voting interest held indirectly in Mobsat US by MobSat Management is properly attributed to Apax France and its controlling interest holders because we find on this record that Apax France has a controlling interest in MobSat Management: Apax France has a majority ownership interest in MobSat Management’s sole manager, MobSat Gérance, and Apax France has the right to block removal of MobSat Gérance as sole manager of MobSat Management. See supra ¶ 11. We have also attributed to Altamir Amboise an additional 0.92% indirect equity and voting interest in Mobsat US as a result of Altamir Amboise’s 9.9% ownership interest in MobSat Management (9.9% x 9.3% = 1.09%). See supra ¶¶ 8-9 and n.34. Because Altamir Amboise also holds a non-controlling 28% ownership stake in Mobsat Gérance, Altamir Amboise technically holds an additional 2.6% indirect voting interest in Mobsat US through MobSat Gérance’s controlling interest in MobSat Management (28% x 100% x 9.3% = 2.6%). For purposes of simplifying our declaratory ruling, however, we will not add this additional 2.6% voting interest to the total voting interest that we attribute individually to Altamir Amboise. Instead, we approve it as part of the total 9.3% voting interest held indirectly in Mobsat US by Mobsat Gérance and its controlling interest holders (including Maurice Tchénio who also ultimately controls Altamir Amboise). 37 See February 13, 2008 Letter at 3; October 5, 2007 Letter at 3. 38 See also supra ¶¶ 5-6. 39 See September 29, 2009 Letter, Appendix A, and supra Appendix A. 40 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC at 2 (dated Apr. 30 2007) (“April 30, 2007 Letter”). We round this interest to 0.00% in order to simplify our calculations. 41 See August 13, 2009 Letter at 2-3. 42 Id. 43 Id. Federal Communications Commission DA 10-357 8 partners. owned by GEAM International Private Equity Fund, L.P. (“GEAM International”), a Delaware limited partnership. 44 14. GEAM International is a private equity fund that is sponsored by GE Asset Management. 45 The general partner of GEAM International is GE International Management Incorporated (“GEIM”), a Delaware corporation. GEIM is an indirect wholly-owned subsidiary of the General Electric Company (“GE”), a New York corporation. 46 Shares of GE are widely held and publicly traded. Based on periodic surveys, GE estimates its total foreign ownership is 10 percent or less. 47 GEIM holds a 0.2 percent general partnership interest in GEAM International. The remaining equity investment in GEAM International is held by its limited 48 15. Consistent with our foreign ownership case precedent, we attribute to API V and to Summer Street a 15.4 percent indirect equity and voting interest in Mobsat US. 49 The record supports a finding that foreign-organized Summer Street, like its U.S.-organized direct and indirect controlling interest holders (GEAM International, GEIM, and their ultimate parent company, GE) has its principal place of business in the United States. 50 Based on the record, we find that U.S.-organized API V is properly considered to have its principal place of business in France or the United States. 51 We therefore find that the 15.4 percent indirect equity and voting interests attributed to each of API V and Summer Street are properly ascribed to WTO Member countries for purposes of our public interest analysis under section 310(b)(4) and the Commission’s foreign ownership policies for common carrier licensees. 16. We also attribute a less-than-one percent (rounding to 0.00%) indirect equity interest in Mobsat US to Apax Satellite (which holds a less-than-one percent equity interest in API V) and, in turn, 44 See April 30 Letter, 2007 at 2. 45 See Letter from Peter A. Rohrbach and Karis A. Hastings, Counsel for MobSat S.A.S., to Marlene H. Dortch, Secretary, FCC at 2 (dated Apr. 16, 2007) (“April 16, 2007 Letter”). 46 All entities in the vertical chain of ownership between GEIM and GE are organized in the United States. See September 29, 2009 Letter, Appendix A, and supra Appendix A. 47 See April 16, 2007 Letter, at 2; see also April 30, 2007 Letter at 2. 48 See April 16, 2007 Letter. 49 For purposes of our foreign ownership analysis, all foreign equity and voting interests held directly in MobSat Group flow through in their entirety to Mobsat US because MobSat Group holds indirectly 100% of the equity and voting interests in Mobsat US. For the same reason, all foreign equity and voting interests held indirectly in MobSat Group as a result of foreign investment in its direct shareholders flow through in their entirety to Mobsat US. As noted above, API V holds 15.4 of the equity and voting interests in MobSat Group. Summer Street owns nearly 100% of the equity interests in API V with the remaining equity interests held by its general partner, Apax Satellite. To simplify our analysis, we treat Summer Street’s equity interest in API V as 100%. Although Summer Street holds its equity interest in API V in the form of limited partnership interests, we attribute to Summer Street an indirect voting interest in Mobsat US that is equal to its indirect equity interest in Mobsat US. See Foreign Ownership Guidelines, 19 FCC Rcd at 22628. 50 Summer Street has no officers and its sole director is a U.S. citizen employed by GE Asset Management, Inc. Summer Street is an intermediate holding company for the GEAM International investment and has no other material property or assets. See April 30, 2007 Letter at 2. See also id. at 2-3 (providing a principal place of business showing for GE). 51 Although API V and its general partner Apax Satellite are organized in Delaware, they are ultimately controlled by APSA, which we have found to have its principal place of business in France. See March 12, 2007 Letter, Annex 3 at 2. See also supra ¶ 6. API V has been established solely as an intermediate holding company for the GEAM International investment and has no other material property or assets. See April 30, 2007 Letter at 2. Federal Communications Commission DA 10-357 9 to SCV (which is the sole member of Apax Satellite) and SCV’s limited partners (collectively). We attribute a 15.4 percent indirect voting interest in Mobsat US to Apax Satellite (the general partner of API V), to APSA (which manages and controls Apax Satellite); and to the named direct and indirect shareholders of APSA (in the aggregate). We also attribute to Maurice Tchénio individually, because he ultimately controls APSA, a 15.4 percent indirect voting interest in Mobsat US. We find that U.S.- organized Apax Satellite is properly considered to have its principal place of business in France or the United States. 52 We find that SCV has its principal place of business in France and that all of its limited partners are citizens of the United States and other WTO Member countries (specifically, France and Switzerland). 53 We also find that APSA, its named shareholders, and their controlling interest holders (specifically, Maurice Tchénio) are citizens of, or have their principal places of business in, France, the United Kingdom or the United States. 54 Accordingly, we find that these indirect equity and voting interests in Mobsat US are properly ascribed to WTO Member countries for purposes of our public interest analysis under section 310(b)(4) and the Commission’s foreign ownership policies for common carrier licensees. 17. GEAM International’s limited partners hold 99.8 percent of its equity interests. 55 Foreign limited partners of GEAM International hold 33.88 percent of its equity interests. 56 We attribute to GEAM International 15.4 percent of the indirect equity and voting interests in Mobsat US. 57 We therefore calculate that GEAM International’s foreign limited partners hold indirectly 33.81 percent of the equity and voting interests in GEAM International (99.8% x 33.88%) and, in turn, 5.21 percent of the equity and voting interests in Mobsat US (33.81% x 15.4%). We find that all of these indirect foreign equity and voting interests are properly ascribed to WTO Member countries for purposes of our public interest analysis under section 310(b)(4) and the Commission’s foreign ownership policies for common carrier licensees. 58 In addition, because GEIM holds a 0.2 percent general partnership interest (presumably, a controlling interest) in GEAM International, and up to 10 percent of GE’s shareholders 52 Although it is organized in Delaware, Apax Satellite is wholly owned and controlled by APSA, which we have found to have its principal place of business in France. See March 12, 2007 Letter, Annex 3 at 2. See also supra ¶ 6. It appears from the record that Apax Satellite has been formed solely to serve as the general partner of API V. As explained supra n.51, API V itself has been established solely as an intermediate holding company for the GEAM International investment and has no other material property or assets. See April 30, 2007 Letter at 2. Based on this information, we find that U.S.-organized Apax Satellite is properly considered to have its principal place of business in France or the United States. 53 See August 13, 2009 Letter at 3. 54 See March 12, 2007 Letter, Annex 3 at 2-3; id., Appendix at 3-4 (providing citizenship of SNC and other APSA shareholders). See also supra ¶ 6. 55 See September 29, 2009 Letter, Appendix A, and supra Appendix A. 56 See April 16, 2007 Letter at 3. 57 Because GEAM International wholly owns Summer Street, we calculate that GEAM International, through Summer Street, holds indirectly 15.4% of the equity interests in Mobsat US. Consistent with our foreign ownership case precedent, we also calculate that GEAM International and its foreign limited partners hold indirect voting interests in Mobsat US that are equal to their indirect equity interests in GEAM International. See Foreign Ownership Guidelines, 19 FCC Rcd at 22628. 58 See April 16, 2007 Letter at 2-3. Petitioners represent that, other than the 0.2% equity interest held by GEIM, the GEAM International investors consist of: (1) U.S.-organized banks, insurance companies, and foundations/endowments (2.29%); (2) foreign-organized banks, insurance companies, and foundations/endowments (5.72%) (Canada); (3) U.S.-organized pension funds (63.63%); (6) foreign-organized pension funds (28.16%) (Canada, Netherlands). See id. at 3. Federal Communications Commission DA 10-357 10 may be foreign, we calculate that foreign citizens hold indirectly up to an additional 0.003 percent foreign equity interest (10% x 0.2% x 15.4%) and 1.54 percent foreign voting interest (10% x 100% x 15.4%) in Mobsat US. 59 Because the Petitioners have not provided information for the record as to the citizenship of GE’s foreign shareholders, we treat these small equity and voting interests as non-WTO investment. 18. Foreign Equity and Voting Interests Held By Other Foreign Investors: The remaining shares of MobSat Group are held by Mr. Bruno Ducharme, a citizen of Canada (0.9 percent equity and voting), Mr. Michael Collins, a citizen of the United Kingdom (1.2 percent equity and voting), and the Glenridge Trust (1.2 percent equity and voting). 60 The Glenridge Trust is an irrevocable family trust established in the United Kingdom of which Mr. Collins and Ms. Gwendoline Collins are trustees. Ms. Collins (like Mr. Collins) is a U.K. citizen as are all trust beneficiaries. 61 We find that the 1.2 percent equity and voting interest held by the Glenridge Trust is also properly attributed to Mr. and Ms. Collins, as trustees. We also attribute the 1.2 percent equity interest held by the trust to the trust beneficiaries. We find that all of these equity and voting interests are properly ascribed to WTO Member countries and flow through in their entirety to Mobsat US. 19. Summary of Findings. We attribute to each of the foreign-organized Vizada Holding Companies an indirect 100 percent equity and voting interest in Mobsat US, the U.S. parent company of the Petitioners in this proceeding. We find that the Vizada Holding Companies have their principal places of business in France, which is a WTO Member country. We also find that France is the principal place of business of Apax France and Altamir Amboise, which together hold indirectly, through the Vizada Holding Companies, 75.42 percent of the equity and voting interests in Mobsat US. 62 We find further that France is the principal place of business of the entities that manage or have a direct or indirect controlling interest in Apax France and Altamir Amboise, and that the shareholders of these controlli interest holders are all citizens of France, the United Kingdom, and the United States. Thus, we ascribe to WTO Member countries the 75.42 percent equity and voting interests that are held indirectly in Mobsat US by Apax France and Altamir Amboise, by their foreign-organized controlling interest holders and their shareholders (in the aggregate, up to and including a less-than-one percent, rounding to 0.00%, equity interest and 75.42 percent voting interest), and by Maurice Tchénio, the controlling principal of Apax France and Altamir Amboise (individually, up to and including a 75.42 percent voting inte ng rest). 20. We find that France or Luxembourg is the principal place of business of MobSat Management, which holds indirectly, through the Vizada Holding Companies, 9.3 percent of the equity and voting interests in Mobsat US. We find further that the individuals and entities that manage or have a direct or indirect controlling interest in MobSat Management, are citizens of, or have their principal places of business in, France (or Luxembourg, in the case of MobSat Gérance), the United Kingdom, and 59 Consistent with our foreign ownership case precedent, we do not apply the multiplier for purposes of calculating foreign voting interests held in GEIM International through its general partner, GEIM, or GEIM’s controlling interest holder, GE. Because GE holds 100% of GEIM’s voting interests, and GEIM, in turn, holds a controlling interest in GEAM International, the 10% foreign voting interest held in GE flows through in its entirety to GEIM International. 60 Petitioners advise that a French shareholder of Apax France and MobSat Gérance, which manages MobSat Management, have each acquired one share of MobSat Group, representing 0.00013% of its share capital. See May 1, 2008 Letter at 2-3. For purposes of our analysis, we round these interests to 0.00%. 61 See February 13, 2008 Letter at 3. 62 Of the total 75.42% amount, Apax France and Altamir Amboise hold 72.1% in the form of direct ownership interests in MobSat Group (51.9% and 20.2%, respectively), and they hold the remaining 3.32% in the form of indirect ownership interests in MobSat Group (2.4% and 0.92%, respectively) through their ownership interests in MobSat Management. See supra ¶¶ 4, 8. Federal Communications Commission DA 10-357 11 the United States. We also find that foreign individuals to whom shares of MobSat Management have been distributed are citizens of WTO Member countries. We therefore ascribe to WTO Member countries the equity and voting interests held indirectly in Mobsat US by: (a) MobSat Management (9.3 percent equity and voting interests); (b) individuals and entities that manage or have a direct or indirect controlling interest in MobSat Management (collectively), including Maurice Tchénio (individually) (9.3 percent voting interests); and (c) individuals that hold shares of MobSat Management (collectively, 5.59 percent equity and voting interests). 21. We find that U.S.-organized API V and foreign-organized Summer Street are properly considered to have their principal places of business in the United States or France (in the case of API V). Thus, we ascribe to WTO Member countries the equity and voting interests held indirectly in Mobsat US by API V and Summer Street (individually, a 15.4 percent equity and voting interest). We also find that U.S.-organized Apax Satellite, foreign-organized SCV and its limited partners, and foreign-organized APSA and its direct and indirect interest holders, are all citizens of, or have their principal places of business in, France, Switzerland, the United Kingdom, or the United States. We therefore ascribe to WTO Member countries the equity and voting interests held indirectly in Mobsat US by: (a) Apax Satellite (individually, up to and including a less-than-one percent (rounding to 0.00%) equity and 15.4 percent voting interest); (b) SCV (individually) and its limited partners (collectively) (up to and including a less-than-one percent (rounding to 0.00%) equity interest); and (c) APSA (individually) and its named direct and indirect shareholders (collectively) (up to and including a 15.4 percent voting interest); and (d) Maurice Tchénio, the ultimate controlling shareholder of APSA (individually, up to and including a 15.4 percent voting interest). 22. We also ascribe to WTO Member countries the following equity and voting interests that are held directly in MobSat Group by: Mr. Bruno Ducharme (Canada) (0.9 percent equity and voting interest), Mr. Michael Collins (United Kingdom) (1.2 percent equity and voting interest), the Glenridge Trust, and Mr. and Ms. Collins as trustees (the United Kingdom) (1.2 percent equity and voting interest), and the Glenridge Trust beneficiaries (the United Kingdom) (1.2 percent equity interest). 23. We also find it reasonable to conclude that investors from the United States and other WTO Member countries hold indirectly at least 75 percent of the equity and voting interests in Mobsat US as a result of passive equity investment in Apax France, Altamir Amboise, GEAM International (through API V and Summer Street), and shareholdings in MobSat Management. As we have found above, all of the equity investment in Apax France, GEAM International, and MobSat Management is properly ascribed to the United States and other WTO Member countries. Equity investment in Altamir Amboise that is not sufficiently identified for the record, and that we therefore treat as non-WTO investment, constitutes 15.47 percent of the indirect equity and voting interests in Mobsat US. While we have attributed an additional de minimis non-WTO equity and voting interest to Mobsat US due to foreign shareholdings in GE, the ultimate parent of GEAM International’s general partner, these interests account for only an indirect 0.003 percent equity and 1.54 percent voting interest in Mobsat US. Accordingly, we treat 15.473 percent of the indirect equity interests (15.47% + 0.003%) and 17.01 percent of the indirect voting interests (15.47% + 1.54%) in Mobsat US as non-WTO ownership for purposes of the foreign ownership ruling issued in this Order and Declaratory Ruling. 63 63 For ease of calculation, we round the 15.473% amount to 15.47% in the Declaratory Ruling portion of this Order. See supra Section III.B. Federal Communications Commission DA 10-357 Appendix C Petition to Adopt Conditions and Executive Branch Agreement Before the  FEDERAL COMMUNICATIONS COMMISSION  Washington, D.C. 20554      In the Matter of     VIZADA, INC. and  VIZADA SERVICES LLC    Section 214 and 310(d) Applications for  Blanket Authority to Operate Mobile  Earth Station Terminals in Conjunction  with Inmarsat’s Broadband Global Area  Network Service Satellites and Petitions  for Declaratory Ruling Under Section  310(b)(4) Related to Foreign Ownership  in Excess of Twenty?Five Percent   ) ) ) ) ) ) ) ) ) ) ) ) )     File Nos. ITC?214?20051005?00395                   ITC?214?20061213?00559                   ITC?214?20051012?00406                   ITC?AMD?20060804?00388                   SES?LFS?20050930?01352                   SES?AMD?20051111?01564                   SES?AMD?20060109?00019                   SES?AMD?20060607?00942                   SES?AMD?20070112?00106                              SES?AMD?20071231?01767                   SES?LFS?20051011?01396                   SES?AMD?20051118?01602                              SES?AMD?20060804?01315                   SES?AMD?20060605?00926                   ISP?PDR?20060804?00010                                    and                   ISP?PDR?20080501?00011    PETITION TO ADOPT CONDITIONS TO   AUTHORIZATIONS AND LICENSES      The Department of Justice (“DOJ”), including the Federal Bureau of Investigation  (“FBI”), and Department of Homeland Security (“DHS”), (collectively, the “Agencies”),  submit this Petition to Adopt Conditions to Authorizations and Licenses (“Petition”),  pursuant to Section 1.41 of the Federal Communications Commission’s (“Commission”)  rules. 1   Through this Petition, the Agencies advise the Commission that they have no  objection to the Commission granting the above?referenced applications, provided that  the Commission conditions its grant on the agreement of Vizada, Inc., VIZADA Services  LLC, and their respective direct and indirect owners (collectively “Vizada”) to abide by  the commitments and undertakings set forth in the Amendment No. 2 to the November  29, 2001 Agreement between Telenor Satellite Services Holdings, Inc., 2  Telenor Satellite,  Inc., 3   Telenor  Satellite  Services,  Inc., 4   and  Telenor  Broadband  Services 5   (collectively,  “Telenor”)  and  DOJ  and  FBI  (“November  2001  Agreement”),  as  amended  by  Amendment No. 1 in March 2007.  Amendment No. 2 reaffirms the commitments made  in the November 2001 Agreement and in Amendment No. 1 to that Agreement, deletes  certain parties from the November 2001 Agreement, and specifies new parties to the  November  2001  Agreement  –  including  but  not  limited  to  VIZADA  Services  LLC.   Copies of the November 2001 Agreement, Amendment No. 1, and Amendment No. 2  are attached hereto as Exhibits A, B, and C, respectively.  1    47 C.F.R. § 1.41.  2    In  2007,  Telenor  Satellite  Services  Holdings,  Inc.  was  merged  into  Mobsat  Holding US Corp.  3    In  2007,  Telenor  Satellite,  Inc.’s  name  was  changed  to  Vizada  Satellite,  Inc.   Vizada Satellite, Inc. has since been merged into Vizada, Inc.  4    Telenor Satellite Services, Inc. is now known as Vizada, Inc.  5    Telenor  Broadband  Services  was  succeeded  in  interest  by  Telenor  Satellite  Services AS.  Telenor Satellite Services AS is now known as Vizada AS.  2   In  the  above?captioned  matter,  the  applicants  seek  Commission  approval  of  a  series  of  applications  for  authorizations  under  Sections  214  and  310(d)  of  the  Communications  Act  of  1934,  as  amended.  Because  the  applicants  have  foreign  ownership in excess of twenty?five percent, they also request declaratory rulings from  the Commission under Section 310(b)(4) of the Act 6  that grant of their applications is  consistent with the public interest.  As  the  Commission  is  aware,  the  Agencies  have  taken  the  position  that  their  ability to satisfy their obligations to protect the national security, enforce the laws, and  preserve the safety of the public could be impaired to the extent that foreign entities  own  or  operate  a  part  of  the  U.S.  telecommunications  system,  or  foreign?located  facilities are used to provide domestic telecommunications services to U.S. customers.   The  Commission  has  long  recognized  that  national  security,  law  enforcement,  and  public safety issues and concerns are part of its public interest analysis in matters such  as this, 7  and has accorded deference to the views of other U.S. government agencies  6    47 U.S.C. § 310(b)(4).  7    See Rules and Policies on Foreign Participation in the U.S. Telecommunications Market,  Report and Order and Order on Reconsideration, 12 FCC Rcd 23891, 23919?21 ¶¶ 61?66  (1997) (“Foreign Participation Order”); see also Amendment of the Commission?s Regulatory  Policies  to  Allow  Non?U.S.  Licensed  Space  Stations  to  Provide  Domestic  and  International  Satellite Service in the United States, Report and Order, 12 FCC Rcd 24094, 24100 ¶ 15  (1997) (?DISCO II?).    3 with  expertise  in  those  areas. 8   Consistent  with  that  approach,  the  Commission  previously  considered  and  granted  an  earlier  Petition  filed  by  DOJ  and  FBI  on  November  30,  2001,  seeking  to  condition  the  authorizations  and  licenses  granted  to  Telenor,  Vizada’s  predecessor  in  interest,  upon  compliance  with  the  November  2001  Agreement. 9   More recently, the Commission considered and granted a Petition filed by  DOJ,  FBI,  and  DHS  on  March  9,  2007  seeking  to  condition  Commission  approval  to  transfer control of Commission licenses and authorizations held by Telenor to Inceptum  (the predecessor in interest to  Mobsat Holding Norway AS) on compliance with the  November 2001 Agreement and Amendment No. 1 to that Agreement. 10       After discussions with representatives of Vizada in connection with the above? referenced  applications,  the  Agencies  have  concluded  that  the  reaffirmation  in  Amendment No. 2 of the commitments set forth in the November 2001 Agreement and  Amendment  No.  1  will  help  to  ensure  that  the  Agencies  and  other  entities  with  responsibility  for  enforcing  the  law,  protecting  the  national  security,  and  preserving  8    See Foreign Participation Order at 23919?20 ¶ 62?63; see also DISCO II at 24179?80  ¶¶ 179?80.  9    See In the Matter of Lockheed Martin Global Telecommunications, Comsat Corporation,  and  Comsat  General,  Corporation,  Assignor  and  Telenor  Satellite  Mobile  Services,  Inc.  and  Telenor Satellite, Inc., Assignee; Applications for Assignment of Section 214 Authorizations,  Private  Land  Mobile  Radio  Licenses,  Experimental  Licenses,  and  Earth  Station  Licenses  and  Petition  for  Declaratory  Ruling  Pursuant  to  Section  310(b)(4)  of  the  Communications  Act,  Order and Authorization, 16 FCC Rcd 22897, 22917?19 ¶¶ 47?51 (2001).  10    See  Authorizations Granted: Telenor ASA, Transferor, and Inceptum 1 AS, Transferee, Seek FCC Consent to Transfer Control of Licenses and Authorizations and a Declaratory Ruling on Foreign Ownership, Public Notice, DA 07?2163, 22 FCC Rcd 9325 (2007).  4 public  safety  can  continue  to  proceed  appropriately  to  satisfy  those  responsibilities.   Accordingly, the Agencies hereby advise the Commission that they have no objection to  the Commission granting the above?referenced applications for authorization provided  that  the  Commission  conditions  its  grant  of  such  authorizations  on  compliance  by  Vizada with the commitments set forth in Amendment No. 2 to the November 2001  Agreement.    The Agencies are authorized to state that the applicants do not object to the grant  of this Petition.        Respectfully submitted,                 /s/ Richard C. Sofield   Richard C. Sofield  Director  Foreign Investment Review Staff  National Security Division  United States Department of Justice  950 Pennsylvania Avenue, N.W.   Washington, DC 20530              /s/ Stewart A. Baker   _  Stewart A. Baker  Assistant Secretary for Policy  U.S. Department of Homeland Security  3801 Nebraska Avenue, N.W.  Washington, DC  20528    December, 2008    5 EXHIBIT A  EXHIBIT B  Amendment No. 1 This Amendment No. 1 (this "Amendment") to the "Agreement," dated November 29, 2001, a copy of which is attached hereto as Exhibit A (the "Agreement"), by and among the Federal Bureau of Investigation ("FBI"), the Department of Justice ("DOJ"), Telenor Broadband Services AS, of which Telenor Satellite Services AS ("TSS") is the successor in interest, Telenor Satellite Services Holdings, Inc. ("TSSH), Telenor Satellite, Inc. ("TSI"), and Telenor Satellite Services, Inc. ("TSSI") ("2001 Signatories"), is entered into by and among the 2001 Signatories, Inceptum 1 AS ("Inceptum"), Mobsat Holding US, Inc. ("Mobsat Holding"), GMPCS Personal Communications, Inc. ("GMPCS"), Marlink, Inc. ("Marlink), Telenor Secure Services, Inc. ("Telenor Secure"), MindSparX, Inc. ("MindSparX'), and the Department of Homeland Security ("DHS," and collectively with the 2001 Signatories, Inceptum, Mobsat Holding, GMPCS, Marlink, Telenor Secure, and MindSparX, the "Parties"), with effect as of the date of the last signature hereto ("Effective Date"). Whereas the 2001 Signatories desire to amend the Agreement to add new parties to the Agreement and to clarify the obligations of all parties under the Agreement, as of the Effective Date. Now, therefore, for and in consideration of the covenants, terms and conditions of this Amendment, and for good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereby agree as follows: Section 1. This Amendment is entered into pursuant to Section 9.7 of the Agreement. Section 2. The Agreement shall be amended as of the Effective Date as follows: (i) Inceptum, GMPCS, Marlink, Telenor Secure, and MindSparX are hereby added as signatories and parties to the Agreement with all the rights, benefits and obligations of Telenor, as that term is defined in the Agreement; and (ii) all references to Telenor Satellite Services Holdings, Inc. are hereby amended to refer to Mobsat Holding US, Inc. Section 3. The Agreement shall be amended with effect that, as of the Effective Date, DHS is hereby added as a signatory and party to the Agreement with all the rights, benefits and obligations of DOJ and FBI. Section 4. The Agreement shall be amended as of the Effective Date to modify Article 3.5 as follows: (i) Following the heading, "3.5 Points of Contact:", insert the subheading, "3.5.1 Designation. Availability. Eligibilio/-.", before the words "Within thirty (30) days after the Consummation Date,. . . ". (ii) Following the end of the current Article 3.5, insert the following: Page 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. That 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 FBI, DOJ, and DHS. The FBI, DOJ, and DHS may choose to review, defer or complete action on such clearance applications as they deem necessary. Section 5. The Agreement shall be amended as of the Effective Date to modify Article 9.1 by adding the following Parties: Department of Justice Assistant Attorney General National Security Division 950 Pennsylvania Avenue, N.W Washington, D.C. 20530 Department of Homeland Security Assistant Secretary for Policy e-mail: iu-fcc@dhs.gov Section 6. Except as expressly amended by this Amendment, all terms of the Agreement shall remain in full force and effect. This Amendment may be signed in any number of counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement. Section 7. This Amendment, including its Sections 1, 2, 3, 4 and 5, shall become binding upon the Parties upon the closing of the Share Purchase Agreement between Telenor ASA and Inceptum I AS regarding Teienor Satellite Services AS ("SPA), dated October 25,2006. Section 8. Notwithstanding the foregoing, this Amendment shall become null and void upon termination of the SPA pursuant to Section 8 of the SPA, in which case the Agreement shall continue in effect without change. [Remainder ofthis Page Intentionally Left Blank; Signature Page Follows] Page 3 In witness whereof, the undersigned have caused this Amendment No. 1 to be duly executed: U.S. Department of Justice U.S. Department of Homeland Security By: Name: Title: Date:-.. Federal Bureau of Investigation By: Name: Title: Date: Telenor Satellite Sewices AS Name: Title: Date: - Telenor Satellite Services Holdings, Inc. Telenor Satellite Services, Ine. Telenor Satellite, Inc. GMPCS Personal Communications, Inc. Marlink, Inc. Telenor Secure Services, Inc. MindSparX, Inc. By: Name: Title: Date: a... =GLL Incepturn By: Name: Title: Mobsat Holding US, Inc. Exhibit A: Agreement dated November 29,200 1 Page 3 In whas whereof, the undersigned have caused this Amendment No. I to be duly executed: U.S. Department of Justice By: Name: Title: Date: Federal Bureau of Investigation By: Name: Titlc: Date: Telenor Satellite Services Holdings, Inc. Telenor Satellite Sewkes, Inc. Telenor Satellite, Inc. Marlink, Inc. MindSperX, Inc. Incepturn 1 AS U.S. Department of Homeland Security Name: Title: Date: Telenor Satellite Services, AS GMPCS Pers oat Communications, Inc. 9~4 By: Name:ddP TEN T& &CCS H63 Title: C, €, 0 Date: 23 hb . ZCM 7 Telenor Secure Services, Inc. Mobeat Holding US, Inc. By: By: Name: Name: Title: Title: Date: Date: Exhibit A: Agteernent dated November 29,2001 Section 3.5 of the November 29,2001 Agreement, as amended pursuant to proposed Amendment No. 1 3.5 Points of Contact. Designation. Availabilitv. Eligibility. Within thirty (30) days after the Consummation Date, Telenor USA 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 Telenor USA 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. Telenor USA shall immediately notify the DHS, FBI and the DOJ in writing of the points of contact, and thereafter shall promptly notify the DHS, FBI and 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. Telenor USA shall cooperate with any U.S. government request that a background check andlor 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. That 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 FBI, DOJ, and DHS. The FBI, DOJ, and DHS may choose to review, defer or complete action on such clearance applications as they deem necessary. Page 3 In witness whereof, the undersigned have caused this Amendment No. 1 to be duly executed: U.S. Department of Justice U.S. Department of Homeiand Security By: Name: Title: Date:-- By: Name: Title: Date: Federal Bureau of Investiga tion Telenor Satellite Services AS By: Name: Title: Date: - By: Title: Date: 23 FL~ . J& - Telenor Satellite Services Holdings, Inc. Mobsat Holding US, Inc. Telenor Satellite Services, Inc. Telenor Satellite, Inc. GMPCS Persona1 Communications, Inc. Marlink, Inc. Telenor Secure Services, Inc. MindSparX, Inc. By: Name:- Title: Date: Exhibit A: Agreement dated November 29,2001 Page 3 In witness whereof, the undersigned have caused this Amendment No. 1 to be duly executed: U.S. Department of Justice Federal Bureau of Investigation By: Name: Title: Date: Telenor Satellite Services AS BY:- Name: Title: Date: Telenor SateIlite Services Holdings, Inc. Telenor Satellite Services, Inc. Telenor Satellite, Inc. GMPCS Personal Cornmuniestions, Inc. Marlink, Inc. Telenor Secure Services, Inc. MindSparX, Inc. By: Name: Title: Date: U.S. Department of HomeIand Security By: Name: Title: Date: By: InCe& Name: ;\T; rf Title: Date: 23 Fd . -* - Mobsat Eoldine US, Inc. Exhibit A: Agreement dated November 29,2001 EXHIBIT C  Amendment No. 2 This Amendment No. 2 to the Agreement dated November 29,2001, as amended by Amendment No. 1 executed in March 2007, copies of which are attached hereto as Exhibits A and B respectively (the "Amended Agreement"), by and among the DEPARTMENT OF JUSTICE ("DOJ"), the DEPARTMENT OF HOMELAND SECURITY ("DHS"), the FEDERAL BUREAU OF INVESTIGATION ("FBI"), INCEPTUM 1 AS (now known as MOBSAT HOLDING NORWAY AS, "MHN), TELENOR SATELLITE SERVICES AS (successor in interest to TELENOR BROADBAND SERVICES AS, "TBS" and now known as VIZADA AS, "VA"), TELENOR SATELLITE SERVICES HOLDINGS, INC. ("TSSH), MOBSAT HOLDING US, INC. (now known as MOBSAT HOLDING US CORP., "MH"), TELENOR SATELLITE, INC. ("TSI," now known as VIZADA SATELLITE, INC., "VS"), TELENOR SATELLITE SERVICES, INC. ("TSSI," now known as VIZADA, INC., "VI"), GMPCS PERSONAL COMMUNICATIONS, INC. ("GMPCS')), MARLINK, INC. ("MI"), TELENOR SECURE SERVICES, INC. (now known as VIZADA SECURE SERVICES, INC., "VSEC") and MINDSPARX, INC. ("MX) is entered into by and among DOJ, DHS, FBI, MHN, VA, MH, VI, MI, VSEC, VIZADA SERVICES HOLDING, INC. ("VSH") and VIZADA SERVICES LLC ("VLLC") (collectively, the "Parties"), and is effective as of the date of the last signature hereto ("Effective Date"). Whereas the names of several of the Parties have been changed, as noted above, subsequent to the execution of Amendment No. I; Whereas MHN and certain of its subsidiaries have accomplished corporate reorganization subsequent to Amendment No. 1 whereby TSSH was merged into MH with MH surviving and VS and MX were merged into VI with VI surviving; Whereas the ownership of VSH and VLLC has been restructured subsequent to Amendment No. 1 by transferring ownership of VSH, which is VLLC's immediate parent company, to MH, Whereas MH sold GMPCS pursuant to a stock purchase agreement among NETWORK INNOVATIONS INC., NETWORK TERW.COM INC., MH, VI and GMPCS, in a transaction which closed March 19,2008 and MH no longer has ownership or control of GMPCS, and Whereas the Parties desire to amend the Agreement to accurately refer to the Parties by new names as appropriate, remove Parties no longer in the MH group of companies subject to the Agreement and add VSH and VLLC to the Agreement, as of the Effective Date. Now, therefore, in consideration of the promises, terms and conditions of this Amendment No. 2, and for other consideration, receipt of which is hereby acknowledged, the Parties hereby agree as follows: Section 1. This Amendment No. 2 is entered into pursuant to Section 9.7 of the Agreement. Section 2. The parties recognize that TSSH, VS and MX no longer exist and that, as of the Effective Date of this Amendment No. 2, are removed as signatories and parties to the Amended Agreement. Page 2 Section 3. As of the Effective Date, GMPCS is hereby removed as a signatory and party to the Amended Agreement, and GMPCS has none of the rights, benefits, or obligations of the MH subsidiaries that are subject to the Amended Agreement. Section 4. As of the Effective Date, VSH and VLLC are hereby added as signatories and parties to the Amended Agreement with all the rights, benefits and obligations of the MH subsidiaries that are subject to the Amended Agreement. Section 5. As of the Effective Date, the Agreement shall be amended with effect that Section 2.1 is modified to allow for more than one Implementation Plan inasmuch as VLLC may require its own separate Implementation Plan. The modified Section 2.1 is as follows: 2.1 Implementation Plan(s). Certain of the rights and obligations of the Parties are set forth in further detail in one or more Implementation Plan(s), which are executed by Vizada and are incorporated in and constitute an integral part of this Agreement. Vizada shall comply with the Implementation Plan(s), subject to possible modifications in accordance with Article 9 of this Agreement. The Implementation Plan(s) and all provisions of this Agreement related to it, unless otherwise specified herein, are effective on the dates specified therein. Section 6. As of the Effective Date, (i) all references to TSSH are hereby amended to refer to MH, all references to TSI and TSSI are hereby amended to refer to VI, and all references to TBS are hereby amended to refer to VA, (ii) MH, VI, MI, VSEC, VSH and VLLC are collectively referred to as "VIZADA USA" and VIZADA USA, MHN and VA are collectively referred to as "VIZADA;" and (iii) all references to TELENOR USA are hereby amended to refer to VIZADA USA and all references to TELENOR are hereby amended to refer to VIZADA. Section 7. Except as expressly amended by this Amendment No. 2, all of the terms in the original Agreement, as amended by Amendment No. 1, shall remain in full force and effect. This Amendment No. 2 may be signed in any number of counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement. [Remainder of this Page Intentionally Left Blank; Signature Page Follows] Page 3 In witness whereof, the undersigned have caused this Amendment No. 2 to be duly executed: Mobsat Holding Norway AS Vizada AS By: By: M Name: t-f-l.1 r. a&, Name: &ark €&!?or, Title: -=&- Title: &* Date:_celAo/a& Date: ,, o Mobsat Holding US Corp. Vizada Services Holding, Inc. Vizada Services LLC By: &--7/&- u- vy.a&,- By: *--&&-,- Name:- Name: d& I%'* Title: Title: rpd.--# Date: 4/a 5/&~ Date: ' qa/2~/&F Vuada, Inc. Marlink, Inc. Vizada Secure Services, Inc. By: %-ha& Name: 8-& M, AA~C Title: f&q5'd- / Date: 9/23 %R U.S. Department of Justice U.S. Department of Homeland Security By: Name: Title: Date: Exhibit A: Exhibit B: Agreement dated November 29,2001 Amendment No. 1 to the Agreement By: Name: Title: Date: Page 3 In witness whereof, the undersigned have caused this Amendment No. 2 to be duly executed: Mobsat Holding Norway AS Vizada AS By: Name: Title: Date: Mobsat Holding US Corp. By: Name: Title: Date: Vizada, Inc. Marlink, Inc. Vizada Secure Services, Inc. By: Name: Title: Date: U.S. Department of Homeland Security By: Name: Title: Date: By: Name: Title: Date: Vizada Services Holding, Inc. Vizada Services LLC By: Name: Title: Date: U.S. Department of Justice By: Exhibit A: Agreement dated November 29,2001 Exhibit B: Amendment No. I to the Agreement Page 3 In witness whereof, the undersigned have caused this Amendment No. 2 to be duly executed: Mobsat Holding Norway AS Vizada AS By: Name: Title: Date: Mobsat Holding US Corp. By: Name: Title: Date: Vizada, Inc. Marlink, Inc. Vizada Secure Services, Inc. By: Name: Title: Date: U.S. Department of Homeland Security Name: Title: Date: By: Name: Title: Date: Vizada Services Holding, Inc. Vizada Services LLC By: Name: Title: Date: U.S. Department of Justice By: Name: Title: Date: Exhibit A: Agreement dated November 29,2001 Exhibit B: Amendment No. I to the Agreement CERTFICATE OF SERVICE I hereby certify that on this 9 th day of January, 2009, I caused a true and correct copy of the foregoing PETITION TO ADOPT CONDITIONS TO AUTHORIZATIONS AND LICENSES to be served via electronic mail delivery to each of the following parties:   Helen Domenici, Chief International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 John Giusti, Deputy Bureau Chief International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Roderick Porter, Deputy Bureau Chief International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Arthur Lechtman, Legal Advisor International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Steven Spaeth, Legal Advisor International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 James Ball, Chief Policy Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Howard Griboff, Deputy Division Chief Policy Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 George Li, Deputy Division Chief Policy Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Francis Gutierrez, Associate Division Chief Policy Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 David Krech, Associate Division Chief Policy Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 JoAnn Sutton, Assistant Division Chief Policy Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Paul Locke, Assistant Chief of Engineering Policy Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Susan O’Connell Policy Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Robert Nelson, Chief Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Cassandra Thomas, Deputy Division Chief Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Fern Jarmulnek, Deputy Division Chief Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Karl Kensinger, Associate Division Chief Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Kathyrn Medley, Branch Chief Engineering Branch Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Andrea Kelly, Branch Chief Policy Branch Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Scott Kotler, Branch Chief System Analysis Branch Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Stephen Duall Policy Branch Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Jeanette Spriggs Policy Branch Satellite Division International Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Barbara Spencer Robert W. Swanson James G. Lovelace Vizada 1101 Wootton Parkway Rockville, MD 20852 /s/ Valerie M. Barrish Valerie M. Barrish