Before the

Federal Communications Commission

Washington, D.C. 20554

+----------------------------------+----+------------------------------+
| In the Matter of                 | )  | File Nos.                    |
|                                  |    |                              |
| Loral Satellite, Inc.            | )  | SAT-ASG-20030728-00138       |
|                                  |    |                              |
| (Debtor-in-Possession) and       | )  | SAT-ASG-20030728-00139       |
|                                  |    |                              |
| Loral SpaceCom Corporation       | )  | ISP-PDR-20030925-00024       |
|                                  |    |                              |
| (Debtor-in-Possession),          | )  |                              |
| Assignors                        |    |                              |
|                                  | )  |                              |
| and                              |    |                              |
|                                  | )  |                              |
| Intelsat North America, LLC,     |    |                              |
| Assignee                         | )  |                              |
|                                  |    |                              |
| Applications for Consent to      | )  |                              |
| Assignments of Space Station     |    |                              |
| Authorizations and               | )  |                              |
|                                  |    |                              |
| Petition for Declaratory Ruling  | )  |                              |
| Under                            |    |                              |
|                                  | )  |                              |
| Section 310(b)(4) of the         |    |                              |
| Communications Act of 1934, as   | )  |                              |
| Amended                          |    |                              |
|                                  | )  |                              |
|                                  |    |                              |
|                                  | )  |                              |
|                                  |    |                              |
|                                  | )  |                              |
|                                  |    |                              |
|                                  | )  |                              |
+----------------------------------+----+------------------------------+

**ORDER AND AUTHORIZATION**

**Adopted: February 11, 2004 Released: February 11, 2004**

By the Chief, International Bureau

# iNTRODUCTION

1.  In this Order and Authorization, we grant, subject to certain
    conditions, the Applications filed by Loral Satellite Inc.
    (Debtor-in-Possession or "DIP") ("Loral Satellite"), and Loral
    SpaceCom Corporation (DIP) ("Loral SpaceCom"), (collectively,
    "Assignors") and Intelsat North America, LLC ("Intelsat North
    America" or "Assignee" and together with Assignors, "Applicants")
    seeking authority to assign five non-common carrier space station
    licenses to Intelsat North America.[^1] We also grant, subject to
    the limitations specified herein, the request to change these
    non-common carrier licenses to dual-use licenses and thus permit
    Intelsat North America to hold all five space station licenses on
    both a common carrier and non-common carrier basis. We conclude,
    pursuant to our review under Section 310(d) of the Communications
    Act of 1934, as amended (the "Communications Act" or "Act"),[^2]
    that approval of this Application as provided for in this Order and
    Authorization, will serve the public interest, convenience, and
    necessity.

2.  In addition, we find that the proposed assignment of the licenses,
    subject to the limitations specified herein, is permissible under
    the Open-Market Reorganization for the Betterment of International
    Telecommunications Act ("ORBIT Act")[^3] and the foreign ownership
    provisions of Section 310(b)(4) of the Communications Act.[^4]
    Finally, we condition our grant of authority on compliance with the
    conditions set forth in the petition filed by United States
    Department of Justice ("DOJ"), the Federal Bureau of Investigation
    ("FBI") and the Department of Homeland Security ("DHS")
    (collectively, the "Executive Agencies").[^5]

# Background

## The Applicants

### Assignors

3.  The Assignors, Loral Satellite and Loral SpaceCom, are both U.S.
    companies and wholly owned subsidiaries of Loral Space &
    Communications Corporation (DIP), a U.S. company, which in turn is a
    wholly owned subsidiary of Loral Space & Communications, Ltd. (DIP)
    ("Loral Ltd."), a Bermuda based company.[^6] Loral Ltd., through its
    various subsidiaries and affiliates, is engaged in the satellite
    services and manufacturing businesses.[^7] The Applicants state that
    Loral's global fleet of telecommunications satellites is used by
    television and cable networks to broadcast video programming, and by
    communications service providers, resellers, corporate and
    government customers for broadband data transmission, internet
    services and other value-added communications services.[^8]

4.  Loral Ltd., through its subsidiaries, holds numerous Commission
    licenses, including space station and Earth station
    authorizations.[^9] Two of Loral Ltd.'s subsidiaries, Loral
    Satellite and Loral SpaceCom, hold space station authorizations for
    satellites at orbital locations that are capable of serving the
    continental United States ("CONUS"). These satellites currently are
    authorized to operate, or are planned to operate, in the 77° W.L.
    (Telstar 4),[^10] 89° W.L. (Telstar 8),[^11] 93° W.L. (Telstar 6),
    97° W.L. (Telstar 5) and 129° W.L. (Telstar 7) orbital locations. In
    addition, Loral SpaceCom's Telstar 13 satellite at 121° W.L.,
    licensed by Papua New Guinea, has been added to the Commission's
    Permitted Space Station List.[^12] Other Loral Ltd. subsidiaries
    that hold Commission authorizations are Loral Orion, Inc. (DIP),
    CyberStar Licensee, LLC (DIP), and Loral Skynet Network Services,
    Inc. (DIP). Loral SpaceCom also holds numerous Earth station
    licenses.[^13]

5.  On July 15, 2003, Loral Ltd., and certain of its subsidiaries, filed
    for Chapter 11 bankruptcy protection in the United States Bankruptcy
    Court for the Southern District of New York ("Bankruptcy
    Court").[^14] On the same day, Loral Ltd., and its wholly-owned
    subsidiaries, Loral SpaceCom and Loral Satellite, entered into an
    Asset Purchase Agreement[^15] to sell certain of their satellite
    assets, subject to certain approvals, to Intelsat, Ltd. and Intelsat
    (Bermuda), Ltd.[^16] As indicated in the Assignment Application,
    Loral plans to continue to hold Commission space station and Earth
    station authorizations not included in this Assignment Application,
    and will reorganize with a focus on its satellite manufacturing
    business and its remaining satellite fleet.[^17]

### Assignee

6.  The Assignee, Intelsat North America, is a Delaware limited
    liability company with a holding company ownership structure.
    Intelsat North America is wholly owned and controlled by Intelsat
    LLC, a Delaware limited liability company, which in turn is wholly
    owned and controlled by Intelsat Holdings LLC, also a Delaware
    limited liability company. Intelsat Holdings LLC is wholly owned by
    Intelsat (Bermuda), Ltd., a company incorporated under the laws of
    Bermuda. Intelsat (Bermuda), Ltd. is wholly owned by Intelsat, Ltd.,
    also a company incorporated under the laws of Bermuda.[^18] A list
    of shareholders that hold interest in Intelsat, Ltd. is provided in
    Appendix B.

7.  The Intelsat entities that are part of the holding company ownership
    structure described above were created as part of the International
    Telecommunications Satellite Organization's ("INTELSAT's") efforts
    to privatize.[^19] The Commission granted conditional licensing
    authority to Intelsat LLC, a privatized successor entity of
    INTELSAT, allowing Intelsat LLC to hold U.S. authorizations for
    INTELSAT's existing satellites, planned satellites, and planned
    system modifications associated with INTELSAT's frequency
    assignments in the fixed satellite services C- and Ku-bands existing
    as of privatization.[^20] The Commission permitted Intelsat LLC's
    licenses to become effective upon the transfer of INTELSAT's
    satellites and associated assets to Intelsat LLC and the transfer of
    its ITU network filings to the U.S. registry, based on its finding
    that, although the initial public offering ("IPO") required under
    the privatization requirements of the ORBIT Act had not yet been
    completed, INTELSAT had privatized in a manner consistent with the
    privatization provisions of the ORBIT Act.[^21]

8.  Until the IPO process is complete, however, Intelsat remains subject
    to certain restrictions and limitations of the ORBIT Act, and its
    licenses are subject to a future Commission finding that Intelsat,
    Ltd. has conducted an IPO as required under Sections 621(2) and
    (5)(A) of the ORBIT Act.[^22] The deadline by which Intelsat, Ltd.
    is required to conduct an IPO is June 30, 2004.[^23] As required by
    the ORBIT Act, if the IPO is not conducted by June 30, 2004, to
    achieve "substantial dilution" of ownership by former INTELSAT
    Signatories, the Commission must "limit through conditions or deny"
    any pending application or request, and "limit or revoke previous
    authorizations" for Intelsat LLC's non-core services consistent with
    Section 601(b)(i) of the ORBIT Act.[^24]

## The Proposed Assignment Transaction 

9.  The Applicants seek Commission approval to assign to Intelsat North
    America, the space station authorizations for Telstar 6 and Telstar
    7, held by Loral Satellite, and Telstar 4, Telstar 5 and Telstar 8,
    held by Loral SpaceCom.[^25] Telstar 5, Telstar 6, and Telstar 7,
    are C/Ku band satellites and currently provide North American
    coverage at 97° W.L., 93° W.L., and 129°W. L., respectively. Telstar
    8, a C/Ku/Ka-band satellite, is currently under construction, and is
    to be located at 89° W.L. and launched in September 2004.[^26]
    Telstar 4 experienced an in-orbit failure in September 2003;
    however, the authorization for Telstar 4 will be conveyed as part of
    the assignment.[^27]

10. The proposed assignment also involves Telstar 13, which is licensed
    by Papua New Guinea.[^28] Telestar 13 is on the Commission's
    Permitted List, which is a listing of all satellites with which U.S.
    Earth stations with routinely-authorized technical parameters in the
    conventional C- and Ku-band (known as "ALSAT" Earth stations) are
    permitted to communicate without additional Commission action,
    provided that those communications fall within the same technical
    parameters and conditions established in the Earth stations'
    original licenses.[^29] The Applicants intend that Intelsat North
    America become the party in interest for Telstar 13, and state that
    at the appropriate time, Intelsat North America will notify the
    Commission of the assignment of Telstar 13 in accordance with the
    Commission's procedures for changes of ownership of satellites on
    the Permitted List.[^30]

11. The Applicants also seek Commission authorization to change the
    regulatory classification of the Loral space stations at issue from
    their current non-common carrier status to dual-use, common
    carrier/non-common status.[^31] In addition, Intelsat North America
    requests a declaratory ruling that the assignment is in the public
    interest, notwithstanding the indirect foreign ownership of Intelsat
    North America in excess of the twenty-five percent benchmark set by
    Section 310(b)(4) of the Act.[^32]

12. In addition, the Applicants note that Loral has several pending
    applications before the Commission that relate to the five
    satellites involved in the Assignment Application. The Applicants
    request, that to the extent any of these applications remain pending
    after the Commission approves the assignment, we dispose of them in
    Intelsat North America's name. The Applicants request similar
    treatment for any applications Loral files in the period after the
    assignment is approved but before it is consummated.[^33]

13. The Applicants state that the proposed transaction will benefit the
    public by ensuring the continued availability of services while
    promoting competition in various market segments.[^34] According to
    the Applicants, the assignment will promote competition in the
    domestic C-band, Ku-band and Ka-band businesses.[^35] In particular
    the Applicants contend, the proposed assignment would allow for a
    new provider of domestic video distribution services in a market
    with high entry barriers due to the limited number of orbital
    slots.[^36] The Applicants also state that the combination of the
    Assignors' domestic satellites with Intelsat North America's
    existing international fleet will allow Intelsat North America to
    offer customers "one stop shopping," thus enhancing competition in
    international markets. In addition, the Applicants claim the
    assignment will serve the purposes of the ORBIT Act by promoting a
    "fully competitive global market for satellite communications
    services."[^37] The Applicants further state that the assignment
    will enable Loral Ltd. to reorganize around its remaining fleet of
    satellites and its satellite manufacturing operations, and thereby
    strengthen Loral's ability to compete in the U.S. satellite
    manufacturing sector and to remain a competitor in the international
    satellite business.[^38]

14. Upon approval and completion of the proposed assignment, Intelsat
    Global Services Corporation ("IGSC"), a Delaware company ultimately
    owned by Intelsat, Ltd., will, pursuant to a contract with Intelsat
    North America, provide the technical services required to operate
    the satellites and related assets acquired by Intelsat North America
    from Loral Satellite and Loral SpaceCom. In this capacity, IGSC will
    have operational control over the satellites and other
    infrastructure used for domestic communications.[^39]

15. On July 28, 2003, the Applicants filed the instant Assignment
    Application for consent to assign space station authorizations held
    by Loral Satellite and Loral SpaceCom, pending the Bankruptcy
    Court's approval of the Asset Purchase Agreement. As contemplated in
    the Asset Purchase Agreement and the instant Assignment Application,
    upon appropriate approvals of the proposed assignment and
    consummation of the transaction, the licensee for these satellites
    will be Intelsat North America, an indirect U.S. subsidiary of
    Intelsat, Ltd.[^40] The Bankruptcy Court approved the Asset Purchase
    Agreement on October 30, 2003.[^41]

16. On August 15, 2003, the International Bureau ("Bureau") issued a
    public notice, announcing that the Assignment Application was
    accepted for filing.[^42] This public notice also established a
    pleading cycle to permit interested parties an opportunity to
    comment on the Application. In response to the public notice, SES
    AMERICOM, Inc. ("SES AMERICOM") filed comments[^43] and EchoStar
    Satellite Corporation ("EchoStar") filed a petition to deny the
    Application.[^44] The Applicants filed oppositions to these
    pleadings and SES AMERICOM and EchoStar filed replies.[^45] At the
    Bureau's request, Intelsat North America filed a Petition for
    Declaratory Ruling under Section 310(b)(4) to supplement the pending
    Application.[^46] EchoStar filed a petition to dismiss or deny the
    Petition for Declaratory Ruling.[^47] Thereafter, on October 28,
    2003, EchoStar filed a notice of withdrawal of all of its pleadings
    in this proceeding.[^48] In addition, we received and considered
    other correspondence concerning this matter, including a submission
    by SES AMERICOM of the General Accounting Office ("GAO") report on
    procurement processes at the U.S. Department of Defense relating to
    commercial satellite capacity,[^49] letters from members of
    Congress,[^50] a Petition to Adopt Conditions filed by the Executive
    Agencies,[^51] an *ex parte* letter from StarBand Communications,
    Inc. ("StarBand"),[^52] a late-filed Petition from StarBand,[^53] a
    filing from Loral in opposition to StarBand's Petition,[^54] a reply
    from StarBand to Loral's opposition,[^55] and a letter from Intelsat
    North America regarding its commitment to ensure service continuity
    to certain existing areas and customers of StarBand.[^56] These
    filings are part of the record in this proceeding.

# DISCUSSION

## Public Interest Standard and Framework For Analysis

17. In considering the proposed transaction, the Commission must
    determine pursuant to Section 310(d) of the Act, whether the
    proposed assignment of Commission licenses and authorizations will
    serve the public interest.[^57] In addition, because of the foreign
    ownership interests presented in this case, we must determine
    whether the proposed assignment of licenses to Intelsat North
    America is permissible under the foreign ownership provisions of
    Section 310 (a) and (b) of the Act.[^58]

18. The legal standards that govern our public interest analysis under
    Section 310(d) require that we weigh the potential public interest
    harms against the potential public interest benefits to ensure that,
    on balance, the proposed transaction will serve the public interest,
    convenience, and necessity.[^59] Our analysis considers the likely
    competitive effects of the proposed assignment and whether such
    assignment raises significant anti-competitive issues.[^60] We also
    consider the efficiencies and other public interest benefits that
    are likely to result from the proposed assignment.[^61] Our public
    interest analysis also considers whether the applicant has the
    requisite "citizenship, character, financial, technical and other
    qualifications" to hold a Commission license.[^62] In addition,
    where presented in transfer or assignment transactions, we consider
    issues of national security, law enforcement, foreign policy and
    trade policy, including such concerns that may be raised by the
    Executive Branch.[^63]

## Qualifications

19. As a threshold matter, we must determine whether the Applicants meet
    the requisite qualifications under Section 310(d) of the Act and our
    rules.[^64] Section 310(d) provides that no Title III license may be
    transferred, assigned, or disposed of in any manner except upon a
    finding by the Commission that "the public interest, convenience and
    necessity will be served thereby."[^65] Among the factors the
    Commission considers in its public interest review is whether the
    applicant for a license has the requisite "citizenship, character,
    financial, technical, and other qualifications."[^66] In general,
    when evaluating transfers of control or assignments under Section
    310(d), we do not re-evaluate the qualifications of the transferor
    or assignor.[^67] Consistent with this general practice, we note
    that no issues have been raised in this case that would require us
    to re-evaluate the basic qualifications of the Assignors.
    Accordingly, we find that Loral Satellite and Loral SpaceCom are
    qualified to assign the authorizations in this proceeding.

20. As to the qualifications of the Assignee, Section 310(d) requires
    that the Commission consider the qualifications of the proposed
    Assignee as if the Assignee had applied for the license directly
    under Section 308 of the Act.[^68] Our review of Intelsat North
    America's qualifications includes examination of whether Intelsat
    North America has the requisite "citizenship, character, and
    financial, technical, and other qualifications" we require of all
    applicants for a Commission license. No party has challenged the
    basic qualifications of Intelsat North America, and based on our
    review of the record in this proceeding, we find no evidence to
    suggest that Intelsat North America lacks the basic qualifications
    to hold the space station authorizations currently held by the
    Assignors. Accordingly, we find that Intelsat North America is
    qualified as an Assignee.[^69]

## Foreign Ownership and Section 310(b)(4) Ruling

21. In this section, we address issues relevant to our public interest
    inquiry under the foreign ownership provisions of Section 310 of the
    Act. Section 310(b)(4) of the Act establishes a twenty-five percent
    benchmark for indirect, attributable investment by foreign
    individuals, corporations, and governments in U.S. common carrier
    radio licensees, but grants the Commission discretion to allow
    higher levels of foreign ownership if it determines that such
    ownership is not inconsistent with the public interest.[^70]
    Intelsat North America, although not providing service at this time
    on a common carrier basis, seeks to hold dual-use non-common carrier
    and common carrier space station authorizations. Applicants identify
    proposed indirect foreign investment in Intelsat North America that
    would exceed the twenty-five percent benchmark set by Section
    310(b)(4). Our review, therefore, considers the proposed assignment
    of these dual-use licenses to Intelsat North America under this
    Section of the Act.[^71] For the reasons discussed below, we
    conclude that it would not serve the public interest to deny the
    Assignment Application because of the identified indirect foreign
    ownership of Intelsat North America.

22. In the *Foreign Participation Order*, the Commission concluded that
    the public interest would be served by permitting greater investment
    by individuals or entities from World Trade Organization ("WTO")
    Member countries in U.S. common carrier and aeronautical fixed and
    en route licensees.[^72] With respect to indirect foreign investment
    from WTO Members, the Commission replaced its "effective competitive
    opportunities," or "ECO," test with a rebuttable presumption that
    such investment generally raises no competitive concerns.[^73]

23. As discussed in Section II.A above, Intelsat North America is
    ultimately owned by Intelsat, Ltd., a Bermuda company. Specifically,
    Intelsat North America is wholly owned by Intelsat LLC, a Delaware
    limited liability company. Intelsat LLC is, in turn, wholly owned by
    Intelsat Holdings LLC, also a Delaware limited liability company.
    Intelsat Holdings LLC is wholly owned by Intelsat (Bermuda), Ltd.,
    which, in turn, is a direct, wholly-owned subsidiary of Intelsat,
    Ltd. Both Intelsat (Bermuda), Ltd. and its parent, Intelsat, Ltd.,
    are foreign companies organized under the laws of Bermuda.

24. The Commission has previously reviewed and approved the indirect
    foreign ownership of Intelsat North America's direct parent,
    Intelsat LLC, in the *Intelsat LLC Licensing Order*[^74] and, most
    recently, in the *Lockheed/Comsat/Intelsat Order*, issued by the
    International Bureau.[^75] The Bureau found in the
    *Lockheed/Comsat/Intelsat Order* that Intelsat LLC's ultimate
    parent, Intelsat, Ltd., and Intelsat, Ltd.'s subsidiary holding
    company, Intelsat (Bermuda), Ltd., principally conduct business in
    and from Bermuda and other WTO Member countries.[^76] The Bureau
    also found that the vast majority of foreign equity and voting
    interests in Intelsat, Ltd. were held by investors from WTO Member
    countries.[^77]

25. Intelsat North America asserts in its Petition for Declaratory
    Ruling that the ownership of Intelsat LLC has not materially changed
    since the Bureau issued its decision in the
    *Lockheed/Comsat/Intelsat Order*.[^78] In support, Intelsat North
    America has provided for the record current shareholder information
    for Intelsat, Ltd., the ultimate parent of both Intelsat North
    America and Intelsat LLC.[^79] According to the shareholder
    information, Lockheed Martin, a U.S. company, continues to hold more
    than 20 percent of the total Intelsat, Ltd. shares, with the
    remaining interests still widely dispersed among more than 220
    entities from more than 145 nations.[^80] Intelsat North America
    also represents that the collective foreign equity and voting
    interests held by entities from countries that are non-WTO Members
    is still well below the 25 percent threshold established by the
    *Foreign Participation Order* for non-WTO Member investment in U.S.
    common carrier radio licensees.[^81] We find, based on the
    information in the record, that Intelsat North America is entitled
    to a rebuttable presumption that its indirect foreign ownership, by
    and through Intelsat (Bermuda), Ltd. and Intelsat, Ltd., will not
    pose a risk to competition in the U.S. market that would justify
    denial of the proposed assignment. There is no evidence in the
    record that would rebut this presumption and, as discussed in
    Section III. D below, the proposed transaction does not raise any
    significant competitive concerns. We also find, in Section III. E
    below, that national security and law enforcement concerns raised by
    the Executive Agencies warrant conditioning our approval of the
    Application as requested in the Petition to Adopt Conditions, filed
    by the DOJ, FBI and DHS. We therefore conclude, pursuant to Section
    310(b)(4), that it will not serve the public interest to prohibit
    the proposed assignment of the dual-use space station radio licenses
    to Intelsat North America.

26. Specifically, this ruling permits the indirect foreign ownership of
    Intelsat North America by Intelsat, Ltd. (through Intelsat (Bermuda)
    Ltd.) (up to and including 100 percent of equity and voting
    interests) and by Intelsat, Ltd.'s foreign shareholders identified
    in Appendix B to this Order. Intelsat North America may acquire up
    to and including an additional, aggregate twenty-five percent
    indirect equity and/or voting interests from the foreign investors
    identified in Appendix B or from other foreign individuals or
    entities without seeking further Commission approval under Section
    310(b)(4), subject to the following conditions. First, no single
    foreign individual or entity, including those named in Appendix B,
    may acquire indirect equity and/or voting interests in Intelsat
    North America in excess of twenty-five percent without prior
    Commission approval. Second, Intelsat North America shall seek prior
    Commission approval before it accepts any additional indirect equity
    and/or voting interests from any investor from a non-WTO Member
    country that, when aggregated with non-WTO investment identified in
    Appendix B, exceeds twenty-five percent. We emphasize that, as
    Commission licensees, both Intelsat North America and Intelsat LLC
    have an affirmative duty to continue to monitor attributable foreign
    equity and voting interests and to calculate attributable interests
    consistent with the attribution principles enunciated by the
    Commission.[^82]

## Competitive Effects

27. As part of our public interest analysis under Section 310(d), we
    must determine whether the proposed assignment will result in
    anti-competitive effects in the relevant product markets and the
    relevant geographic markets. Our review of the competitive effects
    includes an assessment of potential harms that the proposed
    transaction may cause, if any, and if so, whether the potential
    harms are outweighed by the potential benefits. For satellite
    service providers, the Commission has determined that the relevant
    markets include both U.S. domestic telecommunications services
    markets and telecommunications services between the United States
    and foreign markets.[^83] For international telecommunications, the
    Commission has evaluated the competitive effects on a
    country-by-country basis, for service between the United States and
    specific foreign countries, where service between each foreign
    country and the United States represents a separate geographic
    market.[^84]

28. *Competitive Harm to Provision of Bundled Services*. One of the
    issues presented in this proceeding is SES AMERICOM's contention
    that the proposed assignment of Commission authorizations to
    Intelsat North America will harm competition in the provision of
    bundled international and domestic satellite services to the U.S.
    Government.[^85] Specifically, SES AMERICOM maintains that, based on
    the privileged access INTELSAT had been granted as an
    intergovernmental organization, its privatized successor, Intelsat,
    Ltd., and its subsidiaries, including Intelsat North America,
    currently enjoy market power on many international routes. SES
    AMERICOM further maintains that, in some countries, Intelsat's
    competitors find it difficult to obtain the necessary regulatory
    approvals for access to those markets. SES AMERICOM notes that
    currently SES AMERICOM, PanAmSat, and Loral compete for U.S.
    Government business, but that for contracts that require capacity in
    certain foreign markets, these providers purchase capacity from
    Intelsat for resale to the U.S. Government. If the assignment of the
    Loral satellites to Intelsat is approved, SES AMERICOM claims that
    Intelsat could decline to act as a subcontractor to PanAmSat and SES
    AMERICOM or demand higher subcontract prices in order to advance
    Intelsat's own offer of bundled international and domestic service
    to the U.S. Government.[^86] According to SES AMERICOM, such a
    scenario would prevent PanAmSat and SES AMERICOM from effectively
    competing for many U.S. Government contracts involving a bundle of
    international and domestic services, effectively limiting a choice
    of providers available to the U.S. Government.[^87] SES AMERICOM
    argues that, without a choice of providers, the prices paid by the
    U.S. Government for end-to-end services would be higher.[^88]

29. SES AMERICOM requests that the Commission impose conditions on
    approval of the acquisition by Intelsat of Loral's satellite space
    station authorizations to prevent the potential harms that it
    describes will occur if this transaction is approved without
    conditions. In particular, SES AMERICOM proposes that Intelsat be
    prohibited from bundling domestic and international services in
    contracts with the U.S. Government, unless Intelsat shows that it
    has either: (1) sought bids for subcontracting the domestic portion
    of its bundled offering from all other domestic providers and
    treated its domestic unit on an arm's length, non-discriminatory
    basis; or (2) offered to serve as a subcontractor for the
    international portion to each of the other domestic providers at the
    same prices, terms and conditions as applied to its domestic
    subsidiary.[^89]

30. We have evaluated SES AMERICOM's claims and find that the public
    interest does not require imposition of the conditions proposed by
    SES AMERICOM. We find no persuasive evidence in the record that the
    proposed transaction, if consummated, will likely result in
    competitive harm in the provision of services to the U.S.
    Government. SES AMERICOM's alleged competitive harms are based on
    foreclosure opportunities related to a vertical relationship between
    Intelsat and the assets it proposes to acquire from the Assignors,
    Loral Satellite and Loral SpaceCom.[^90] As we interpret SES
    AMERICOM's claims, under the proposed transaction, Intelsat will
    have the incentive and the ability through a foreclosure strategy to
    disadvantage other domestic suppliers in bidding for bundled
    international and domestic services to the U.S. Government. However,
    we find no evidence in the record that participants in the provision
    of domestic services possess market power and could earn more than
    competitive profits. Because the firms are not earning more than a
    competitive return on domestic services, we do not find that the
    proposed transaction will provide an opportunity for a vertical
    foreclosure strategy. A vertical foreclosure strategy might be
    profitable (and therefore provide incentive to a supplier to engage
    in such strategy) if a supplier can limit access to or raise the
    price of its input in order to extract a larger share of the profits
    in the other market. If, as is the case here, firms providing
    domestic services are not earning more than a competitive return, no
    vertical foreclosure opportunity would become available with the
    proposed transaction. To the extent that Intelsat might have
    preferential access to some markets, the proposed transaction does
    not provide Intelsat with the ability to extract additional profits.
    It follows that there is no evidence that a foreclosure strategy
    would be profitable and thus would allow the merged firm to increase
    its profits. Moreover, as noted below, for these contracts, the U.S.
    Government can address these issues, should they arise, through the
    design of its contract bidding procedures with the proposed remedies
    or other changes in bidding rules.[^91] Consequently, we cannot find
    that the proposed transaction is likely to result in competitive
    harm.

31. We agree with Intelsat North America that existing treaties, laws,
    and regulations contain safeguards to deter any potential
    anti-competitive conduct that concerns SES AMERICOM.[^92] There is
    no dispute that, among other things, U.S. Government agencies can
    design procurement procedures to address the concerns raised by SES
    AMERICOM on their behalf. Accordingly, we find that the additional
    conditions proposed by SES AMERICOM are not warranted in this case.

32. We also find that there does not appear to be any significant
    overlap in the provision of services in the same product or
    geographic markets in, to, or from the United States by Intelsat
    with the assets that it proposes to acquire from the Assignors.
    Intelsat currently offers virtually no U.S. domestic service.[^93]
    The assets that Intelsat proposes to acquire include five U.S.
    licensed satellites that serve, or are expected to serve, the U.S.
    market, and one satellite authorized by the Administration of Papua
    New Guinea that is also capable of serving the U.S. market.[^94]
    Thus, this acquisition involves a relatively limited number of
    assets and coverage area.[^95] As such, we do not find that the
    transaction will cause concentration to rise in any individual
    domestic product or geographic market. Consequently, we do not
    believe that the acquisition of the Loral Satellite and Loral
    SpaceCom satellites by Intelsat will increase the market power of
    the merged company in any relevant market.

33. *Loss of a Competitive Broadband Service*. Another issue raised in
    this proceeding is StarBand's argument that the proposed transaction
    is contrary to the public interest because it will (1) cause the
    loss of service to thousands of consumers who currently depend on
    services that are provided through the use of transponders on
    Telstar 7, including StarBand's two-way broadband Internet access
    service to rural consumers;[^96] and (2) result in the loss of
    competition by forcing StarBand, which is one of the two remaining
    two-way satellite broadband Internet access providers, from the
    marketplace.[^97]

34. In support of its claim, StarBand refers to a document filed in the
    Loral Bankruptcy Court, dated November 11, 2003, in which Loral is
    seeking authorization to enter into a capacity lease with Rainbow
    DBS Company, LLC ("Rainbow DBS"), the satellite division of
    Cablevision System Corporation.[^98] StarBand claims that, according
    to Loral's Bankruptcy Court filing, the Asset Purchase Agreement has
    been amended to provide terms under which Intelsat will pay an
    additional \$50 million for the Loral assets if Loral successfully
    concludes a proposed deal with Rainbow DBS for the lease of 19 of
    the 23 operational Ku-band transponders on Telstar 7 for the
    remaining life of the satellite ("Loral/Rainbow DBS Agreement").
    StarBand submits that, if the contemplated Loral/Rainbow DBS
    Agreement is consummated, current users of transponder capacity on
    Telstar 7 will be displaced, causing the loss of service to
    thousands of consumers.[^99] StarBand contends that such result is
    contrary to the statements the Applicants made in the Assignment
    Application that "\[t\]he transaction will neither disrupt service
    nor cause confusion to Loral's current customers"[^100] and is
    counter to the Commission's efforts to promote the availability of
    broadband Internet access in rural areas.[^101]

35. StarBand asserts the Commission has authority under Sections 4(i)
    and 303(r) of the Communications Act[^102] to impose conditions on
    the grant of an application under Section 310(d) to prevent harm to
    consumers that would otherwise occur and thus ensure the transaction
    is in the public interest.[^103] StarBand therefore requests that
    the Commission grant the proposed assignment subject to conditions
    that will preserve the availability of Telstar 7 transponders for
    the continued provision of two-way satellite broadband Internet
    access service that is currently provided on Telstar 7.
    Specifically, StarBand requests that the Commission condition the
    assignment of Telstar 7 "on the execution of agreements that ensure
    that the transaction will 'neither disrupt service nor cause
    confusion to any of Loral's current customers' so that consumers who
    are being served by StarBand and other 'current customers' using
    transponder capacity on Telstar 7 are not harmed by this
    transaction."[^104] Absent such a condition, StarBand submits that
    the Commission should deny the Application.[^105]

36. Loral responds that StarBand raises purely commercial matters that
    are irrelevant to the Commission's consideration of the Assignment
    Application.[^106] Loral asserts that the Commission has
    consistently declined to intercede in commercial transactions and
    private disputes because it generally "does not have authority to
    resolve or address private contractual matters," and submits that
    the Commission should not do so in this case.[^107] Loral also
    asserts that StarBand provides no basis on which the Commission
    should deny the Assignment Application.[^108] StarBand replies that
    it does not, and would not, ask the Commission to settle a purely
    commercial matter.[^109] To the contrary, StarBand reiterates its
    position that the transaction raises public interest policy issues
    because of the immediate loss of service that will result for
    consumers of two-way satellite broadband Internet access service in
    Alaska and Hawaii; and the loss of service, or at a minimum,
    disruption in service and additional costs to switch providers that
    will result for thousands of other rural subscribers of two-way
    satellite broadband Internet access service.[^110]

37. As a general matter, we find that the issues presented by StarBand
    concern negotiations between private parties, the validity of any
    agreements reached between the parties, and contractual obligations
    arising out of such negotiations and agreements. Indeed, StarBand
    acknowledges the extent to which it raises commercial issues and
    states that it is in the process of making appropriate filings to
    deal with these issues in both the Loral bankruptcy and the StarBand
    bankruptcy courts.[^111] As the Commission has held, absent a
    showing of a violation of the Commission's rules or federal statute,
    the Commission is not the proper forum to raise private contractual
    disputes.[^112] No such violations of the Commission's rules or of
    federal laws are alleged here and consequently, we do not address
    the apparent contractual disputes between the parties. Thus, any
    action we take in this proceeding should not be construed to resolve
    any such disputes. Such issues are best solved through negotiations
    by the parties, or resolved by the courts having proper
    jurisdiction.

38. Further, we find that StarBand does not provide a convincing case in
    its reliance on Sections 4(i) and 303(r) of the Communications Act.
    StarBand advocates that the public interest concerns inherent in
    this proceeding are directly related to the Commission's broadband
    policy objectives to bring broadband services to underserved areas
    and to encourage investment in broadband technology and services. As
    StarBand portrays its case, 1200 rural consumers in Alaska and 200
    rural consumers in Hawaii will lose the broadband Internet access
    they currently receive from StarBand with no alternative service
    available to them for the foreseeable future.[^113] In addition,
    according to StarBand, approximately 22,000 other rural subscribers
    that StarBand presently serves in the contiguous 48 States using
    Telstar 7 would also suffer either a loss of service or, at a
    minimum, disruption in service and several hundred dollars each in
    additional costs to switch providers.[^114] It is with respect to
    the impact that this transaction will have on current consumers of
    broadband internet access service that StarBand urges the Commission
    to act to protect the public interest under Sections 4(i) and 303(r)
    of the Act.

39. The Commission has implemented, and continues to seek ways to
    implement, numerous measures to encourage the availability and
    deployment of broadband service to Americans, especially in areas,
    such as Alaska and Hawaii, where the provision of such service can
    be difficult and as a practical matter not feasible to deploy. This
    is one of the Commission's primary objectives and many initiatives
    towards meeting this broadband objective are underway.[^115] Through
    these activities, and not through intervention into private
    commercial contract disputes, the Commission intends to establish
    regulatory policies that promote competition, innovation, and
    investment in broadband services and facilities.

40. However, to ensure that this transfer does not result in the loss of
    two-way broadband Internet access service to consumers in Alaska and
    Hawaii, and in recognition of the adverse consequence that may
    result if broadband service to Alaska and Hawaii is discontinued,
    Intelsat has voluntarily committed to continue access to broadband
    service to those areas and customers in Alaska and Hawaii currently
    receiving such service from StarBand.[^116] We acknowledge this
    effort and have incorporated and will rely on Intelsat's
    commitments, as set forth in Appendix D, as a part of our action
    herein.[^117] We believe such efforts support the Commission's
    broadband initiative and serve the public interest.

41. In summary, our review finds that the proposed transaction does not
    raise significant anti-competitive issues and, subject to the
    discussion above, finds that the proposed transaction is in the
    public interest. The combination of Intelsat's operations with the
    assets that it proposes to acquire from Loral should provide
    Intelsat with the ability to provide satellite communications
    services world-wide and allow Intelsat to realize economies of scale
    and scope. In addition, the transaction should enable Loral to
    reorganize its business around its remaining satellites and
    satellite manufacturing business, allowing Loral to enhance
    competition in these segments of the satellite industry.

## National Security, Law Enforcement, Foreign Policy and Trade Policy Concerns

42. As part of our public interest analysis, our review takes into
    consideration concerns relating to national security, law
    enforcement, foreign policy and trade policy that may present public
    interest harm, including any such issues raised by the Executive
    Branch.[^118] If the Executive Branch raises national security, law
    enforcement, foreign policy or trade policy concerns, we accord
    deference to its expertise on such matters.[^119] On December 12,
    2003, the Executive Agencies (DOJ, FBI and DHS) filed a Petition to
    Adopt Conditions,[^120] along with attachments in this
    proceeding.[^121]

43. Specifically, in the Petition to Adopt Conditions, the Executive
    Agencies state that their ability to satisfy their obligations to
    protect the national security, to enforce the laws, and to preserve
    the safety of the public could be significantly impaired by
    transactions in which foreign entities will own or operate a part of
    the U.S. communications system, or in which foreign-located
    facilities will be used to provide domestic communications services
    to U.S. customers.[^122] The Executive Agencies state that although
    Intelsat LLC, Intelsat North America LLC, and IGSC are U.S.
    companies, incorporated under the laws of Delaware, Intelsat, Ltd.,
    the ultimate parent of these companies, is organized under the laws
    of Bermuda. The Executive Agencies also recognize, however, that
    Intelsat, Ltd.'s executive management is dominated by U.S. citizens
    and that the dominant shareholder of Intelsat, Ltd., is Lockheed
    Martin, a publicly traded U.S. defense company controlled by U.S.
    investors.[^123]

44. According to the Executive Agencies, after discussions with the
    Applicants in connection with the proposed assignment, the Executive
    Agencies concluded that the commitments set forth in the IGSC By-law
    Amendment,[^124] the Proposed Resolutions[^125] and the Letter
    Agreement[^126] are adequate to ensure that the Executive Agencies
    and other U. S. government entities with responsibility for
    enforcing the law, protecting the national security and preserving
    public safety can proceed in a legal, secure and confidential manner
    to satisfy these responsibilities.[^127]

45. Accordingly, DOJ, FBI, and DHS advised the Commission that they have
    no objections to the grant of the Applicants' Assignment
    Application, provided that the Commission condition the grant of the
    assignment of applications on: (i) IGSC adopting, prior to the
    closing of the subject transactions, the IGSC By-law Amendment; (ii)
    the adoption by the Board of Directors of Intelsat, Ltd. of the
    Proposed Resolutions; (iii) compliance by IGSC and Intelsat, Ltd.
    with the commitments set forth in the IGSC By-law Amendment, the
    Proposed Resolutions, the Letter Agreement and the October 29, 2003,
    Letter.[^128]

46. In assessing the public interest, we consider the record and accord
    the appropriate level of deference to Executive Branch expertise on
    national security and law enforcement issues.[^129] As the
    Commission stated in the *Foreign Participation Order*, foreign
    participation in the U.S. telecommunications market may implicate
    significant national security or law enforcement issues uniquely
    within the expertise of the Executive Branch.[^130] Therefore, in
    accordance with the request of the Executive Agencies, in the
    absence of any objection from the Applicants, and given the
    discussion above, we condition our grant of the Application on
    compliance with the following conditions: (i) IGSC adopting, prior
    to the closing of the subject transactions, the IGSC By-law
    Amendment; (ii) the Board of Directors of Intelsat, Ltd. adopting
    prior to the closing of the subject transactions, the Proposed
    Resolutions; and (iii) compliance by IGSC and Intelsat, Ltd. with
    the commitments set forth in the IGSC By-law Amendment, the Proposed
    Resolutions, the Letter Agreement, and the October 29, 2003
    Letter.[^131]

# other issues

## Regulatory Classification of Licenses

47. The Applicants request permission to designate the space station
    authorizations that Intelsat North America would acquire from the
    Assignors as dual-use non-common carrier/common carrier.[^132] The
    Applicants assert that such dual status would serve the public
    interest by providing Intelsat North America with greater
    flexibility to respond to industry and customer demands.[^133] The
    Commission previously held, in the *Intelsat LLC Licensing Order*,
    that our rules allow for the operation of space stations on a dual
    status, common-carrier/non-common carrier basis.[^134] In that
    decision, the Commission granted the request of Intelsat LLC, to
    operate space station licenses on a dual-use, common
    carrier/non-common carrier basis on the condition that Intelsat LLC
    obtain Section 214 authority prior to providing international common
    carrier services.[^135] Based on our review of the record, we find
    no reason to deny Intelsat North America's similar request to
    operate the five space station authorizations at issue in this
    proceeding on a dual-use basis. We conclude that granting this
    request will serve the public interest by maximizing the utility of
    these space station facilities to offer consumers a wider variety of
    services and choices in service providers.

48. We note that this grant of authority does not authorize Intelsat
    North America to provide international common carrier services. If
    Intelsat North America wishes to provide such services it, or one of
    its parent companies, must first obtain additional authorization
    from the Commission pursuant to Section 214 of the Act.[^136]
    Accordingly, we authorize Intelsat North America to operate the five
    non-common carrier space station authorizations specified in its
    Application, on a dual-use non-common carrier/common carrier basis,
    subject to the condition that Intelsat North America obtain Section
    214 authority from the Commission prior to providing international
    common carrier services. At that time we will determine what, if
    any, further conditions must be attached to such grant of
    authority.[^137]

## ORBIT ACT

49. A primary objective of the ORBIT Act is to achieve a fully
    "pro-competitive privatization" of INTELSAT, which will make it a
    more effective competitor and promote fairer and more robust
    competition in the global satellite market.[^138] The ORBIT Act
    imposes general and specific criteria on INTELSAT in order to ensure
    such pro-competitive privatization and requires the Commission to
    take certain actions to ensure fulfillment of the criteria.[^139]

50. In the *Intelsat LLC Licensing Order*, the Commission granted
    INTELSAT's successor entity, Intelsat, Ltd. and its U.S. subsidiary,
    Intelsat LLC, authorizations for space station licenses in the C-
    and Ku-bands, subject to the condition that INTELSAT privatize in a
    manner "consistent with" Sections 621 and 622 of the ORBIT
    Act.[^140] After receiving and considering INTELSAT's privatization
    plan, as well as comments from interested parties, the Commission
    reviewed INTELSAT's privatization as required under Section
    601(b)(1) and (2) of the ORBIT Act to determine whether competitive
    harm to telecommunications markets would result from INTELSAT's
    provision of service in the United States.[^141] To make this
    determination, the ORBIT Act directs the Commission to use the
    licensing criteria in Sections 621 and 622 of the ORBIT Act.[^142]

51. In the *Intelsat LLC ORBIT Act Compliance Order*, the Commission
    determined that the standard of review for applying Sections 621 and
    622 of the ORBIT Act (in order to determine, pursuant to Section
    601(b), whether INTELSAT's privatization will harm competition in
    the U.S. telecommunications markets) was whether INTELSAT's proposed
    privatization plan, as a whole, was "consistent with" the criteria
    set forth in Sections 621 and 622.[^143] The Commission also
    determined that the ORBIT Act permitted it to authorize Intelsat LLC
    services prior to Intelsat, Ltd. conducting an IPO within the time
    frame provided in the ORBIT Act.[^144] In doing so, the Commission
    stated that it would assess whether INTELSAT's privatization was
    "consistent with" the criteria in the ORBIT Act and impose such
    conditions as necessary. Accordingly, in the *Intelsat LLC ORBIT Act
    Compliance Order*, the Commission reviewed INTELSAT's privatization
    plan in light of each of the criteria in Sections 621 and 622 of the
    ORBIT Act, and concluded that, as a whole, INTELSAT's privatization
    was consistent with those sections.[^145]

52. Consequently, in the *Intelsat LLC ORBIT Act Compliance Order*,
    although Intelsat Ltd. had not conducted an IPO, the Commission
    found that INTELSAT's privatization plan was consistent with the
    criteria in Section 621 and Section 622 and granted Intelsat LLC
    authorization to hold U.S. licenses. The Commission made clear,
    however, that Intelsat LLC continued to remain subject to the
    requirements of the ORBIT Act until Intelsat Ltd. conducted an IPO
    as required by the ORBIT Act.[^146] Importantly, the Commission
    required that Intelsat LLC file information with the Commission
    following its IPO to demonstrate that there has been substantial
    dilution of the aggregate ownership in the company of its former
    Signatories under the terms of Section 621(2), and until such time,
    maintained the ability to take action that may be required by the
    ORBIT Act should Intelsat LLC be found in violation of any provision
    of the ORBIT Act.[^147]

53. Thus, our review of the Assignment Application is undertaken in view
    of the fact that Intelsat remains subject to the ORBIT Act. Among
    other things, the ORBIT Act requires that Intelsat, Ltd. conduct an
    IPO to substantially dilute the aggregate ownership of former
    signatories of INTELSAT,[^148] imposes restrictions on exclusive
    arrangements for the provision of satellite services between the
    United States and other countries,[^149] and provides that, until
    INTELSAT and its successor or separate entities are privatized, it
    shall not be permitted to provide additional services pending
    privatization in accordance with the requirements of the ORBIT
    Act.[^150]

#### IPO Requirement

54. In the *Intelsat LLC ORBIT Act Compliance Order*, the Commission's
    review of the "independence" criteria of the ORBIT Act, which is to
    be achieved, in part, through an IPO that will "substantially dilute
    the aggregate ownership of \[INTELSAT\] by such signatories or
    former signatories" in the successor entities of INTELSAT, the
    Commission found that although Intelsat, Ltd. had not conducted an
    IPO, there was sufficient evidence of Intelsat, Ltd.'s commitment to
    conduct an IPO consistent with the requirements of the ORBIT
    Act.[^151] Consequently, the Commission conditioned the licenses on
    Intelsat, Ltd. carrying out its commitment to conduct an IPO
    consistent with Sections 621(2) and 621(5)(A) of the ORBIT
    Act.[^152] In addition, the Commission required that, within 30 days
    of conducting an IPO, Intelsat LLC file with the Commission
    information to demonstrate that the IPO is consistent with Section
    621(2) and Section 621(5)(A)(i) of the ORBIT Act, upon which the
    Commission will then determine whether the ORBIT Act provisions have
    been satisfied.[^153]

55. We impose a similar condition on the grant of the assignment of
    licenses to Intelsat North America in this proceeding. The licenses
    assigned to Intelsat North America today are conditioned upon
    Intelsat, Ltd.'s compliance with the IPO requirements of the ORBIT
    Act. Further, we will require Intelsat North America to file
    information with the Commission within 30 days following Intelsat
    Ltd.'s IPO to demonstrate that there has been substantial dilution
    of the aggregate ownership of its former signatories as required by
    the ORBIT Act.[^154] Upon receiving this information, the Commission
    will make a determination as to whether Intelsat, Ltd. has conducted
    an IPO consistent with the requirements of Sections 621(2) and
    621(5)(A)(i) of the ORBIT Act.[^155]

#### Exclusivity Arrangements

56. In addition, we condition the assignment of these space station
    authorizations on compliance with Section 648 of the ORBIT Act
    precluding exclusive arrangements for the provision of satellite
    service between the United States and other countries. Section 648
    provides:

> \(a\) IN GENERAL.\--No satellite operator shall acquire or enjoy the
> exclusive right of handling telecommunications to or from the United
> States, its territories or possessions, and any other country or
> territory by reason of any concession, contract, understanding, or
> working arrangement to which the satellite operator or any persons or
> companies controlling or controlled by the operator are parties.
>
> \(b\) EXCEPTION.\--In enforcing the provisions of this Section, the
> Commission---
>
> \(1\) shall not require the termination of existing satellite
> telecommunications services under contract with, or tariff commitment
> to, such satellite operator; but
>
> \(2\) may require the termination of new services only to the country
> that has provided the exclusive right to handle telecommunications, if
> the Commission determines the public interest, convenience, and
> necessity so requires.[^156]

57. In the *Intelsat LLC Licensing Order*, the Commission conditioned
    its authorizations on Intelsat LLC's compliance with these
    provisions, noting that Intelsat LLC indicated its acceptance of
    this condition.[^157] We similarly condition the authority we grant
    in this proceeding on Intelsat North America's compliance with these
    provisions.

#### Limitation on Expansion into Additional Services

58. We further condition our grant of authority in this proceeding on
    Intelsat's compliance with Section 602 of the ORBIT Act, which
    prohibits expansion into "additional services," prior to
    privatization in accordance with the ORBIT Act. Section 602
    specifically prohibits any successor entity of INTELSAT from
    expanding to provide certain additional services in the transition
    period prior to privatization. Section 602 of the ORBIT Act
    provides:

> [(]{.smallcaps}a[) Limitation -- U]{.smallcaps}ntil INTELSAT,
> Inmarsat, and their successor or separate entities are privatized in
> accordance with the requirements of this title, INTELSAT, Inmarsat,
> and their successor or separate entities, respectively, shall not be
> permitted to provide additional services. The Commission shall take
> all necessary measures to implement this requirement, including denial
> by the Commission of licensing for such services.[^158]

Under definitions set forth in the ORBIT Act, the term "additional
services" means:

> "(12)(B) for INTELSAT, direct-to-home (DTH) or direct broadcast
> satellite (DBS) video services, or services in the Ka or V
> bands."[^159]

59. We construe this provision to apply to Intelsat North America. As we
    have explained above, in order to meet the ORBIT Act's requirements
    for privatization, Intelsat, Ltd. must complete its IPO procedures.
    Until this occurs, Intelsat North America cannot provide additional
    services, *i.e*., DBS, DTH, Ka, or V-band services.[^160]

60. Intelsat argues that it is no longer subject to the prohibition on
    providing "additional services" under the ORBIT Act.[^161]
    Generally, Intelsat argues that the finding by the Commission that
    INTELSAT's privatization was consistent with the ORBIT Act in the
    *Intelsat LLC ORBIT Act Compliance Order* is in essence a finding
    that Intelsat has met the privatization criteria specified in the
    ORBIT Act.[^162] We believe that Intelsat's interpretation is based
    on a misreading of the *Intelsat LLC Orbit Act Compliance Order*. In
    that decision, the Commission did not find that Intelsat had, or
    could, fully meet the privatization criteria of the ORBIT Act
    without completing the IPO process. The Commission only found that
    the ORBIT Act did not intend to penalize Intelsat LLC by delaying
    access to the U.S. market pending an IPO if its privatization is
    otherwise consistent with the ORBIT Act's criteria.[^163] In
    addition, the Commission found that the ORBIT Act provided the
    Commission discretion to authorize Intelsat LLC services pending
    Intelsat, Ltd.'s conducting an IPO within the timeframe provided in
    the ORBIT Act.[^164]

61. Further, in its review of the "limitation on expansion" criteria in
    the *Intelsat LLC Orbit Act Compliance Order*, the Commission
    discussed Intelsat\'s provision of capacity to the Offices des
    Postes et Telecommunications of French Polynesia ("OPT") at
    length.[^165] The Commission found that Intelsat was providing DTH
    services[^166] and that the issue therefore, was whether the DTH
    service in question was a service that existed prior to the
    effective date of the ORBIT Act (March 17, 2001) or whether it
    constituted an expansion into a new service after March 17.[^167]
    The Commission held that Intelsat's provision of DTH service to OPT
    did not violate the ORBIT Act only because it was a pre-existing
    service, and therefore, it was not considered an \"additional\"
    service under Section 621(4) and Section 681(12) of the ORBIT
    Act.[^168] This analysis would have been wholly unnecessary if the
    Commission was operating under the assumption that Intelsat now
    urges, i.e., that being \"consistent with\" the Act means the same
    thing as \"fully privatized\" under the Act.

62. Additionally, we note that in the *Intelsat LLC ORBIT Act Compliance
    Order,* the Commission determined that INTELSAT's provision of bare
    capacity to customers, who in turn provide DTH service to end-users,
    constitutes the provision of DTH service by INTELSAT.[^169] The
    Commission found that because all INTELSAT provided was bare
    capacity, defining INTELSAT's business lines by capacity would
    render meaningless the concepts of core, non-core, and additional
    services that are central to the structure of the ORBIT Act.[^170]
    We find that the Commission's rationale for determining that bare
    capacity provided by INTELSAT to a DTH provider is deemed to be the
    provision of DTH service by INTELSAT, extends to the provision of
    other "additional services" (*i.e.*, DBS, Ka- and V-band services)
    as well.[^171]

63. Consequently, any provision of bare capacity by Intelsat North
    America to entities that provide "additional services," (*i.e*.,
    DTH, DBS, Ka-band and V-band services), that Intelsat North America
    will acquire from Loral, or to entities that Intelsat may seek to
    acquire after the transaction is complete, falls under the ORBIT
    Act's definition of additional services, and may not be provided
    until Intelsat completes the IPO process as required under the ORBIT
    Act. This would include services that Intelsat may provide to
    Rainbow DBS to the extent Rainbow DBS uses the capacity to provide
    DBS, DTH, Ka-band or V-band services.[^172] Except to the extent
    discussed below pursuant to Special Temporary Authority, our grant
    of authority to Intelsat North America prohibits Intelsat North
    America from providing additional services until successful
    completion of the IPO process as required by the ORBIT Act.

#### Special Temporary Authority

64. As noted above, the ORBIT Act prohibits the provision of "additional
    services" until Intelsat has completed its IPO. We find, however,
    that requiring Intelsat North America to cease to provide additional
    services, such as DTH service, immediately upon approval of the
    Assignment Application would result in disruption and/or
    discontinuance of service to existing Loral customers who provide
    such services e to end-users. While we acknowledge that Loral and
    Intelsat could avoid creating this type of disruption by delaying
    the transaction until after Intelsat conducts its IPO, we are
    reluctant to order the parties to alter the transaction in this
    manner; such governmental interference with the negotiation process
    could well cause the demise of the agreement between Loral and
    Intelsat, and, for the reasons set forth above, we believe that
    consummation of the agreement will serve the public interest,
    convenience and necessity. Of course, if Loral and Intelsat believe
    that a delay until after the IPO is manageable, they will have the
    option of waiting until then to proceed without restrictions on
    Intelsat's provision of the additional services obtained from Loral.

65. To the extent the parties do not consider such a delay feasible,
    however, we hereby grant Special Temporary Authority to Intelsat
    North America to continue to provide the DTH services currently
    provided by Loral for a period of 180 days in order to allow time
    for Loral's existing DTH customers to transition to other service
    providers. We emphasize that this Special Temporary Authority
    permits Intelsat North America to continue leasing capacity to
    Loral's existing DTH customers solely for the purpose of allowing
    these customers time to transition to other providers. To ensure
    that existing Loral customers are aware of this change in terms of
    their services after the assignment of licenses to Intelsat North
    America, we require Intelsat North America to notify Loral's DTH
    customers, in writing, and within 30 days of the release of this
    order, that capacity provided by Intelsat North America for the
    provision of DTH service is now being provided under a grant of
    Special Temporary Authority and state the date on which such
    authority will expire.[^173] The Special Temporary Authority does
    not extend to additional services that are not currently being
    provided by Loral, and does not authorize Intelsat North America to
    acquire new customers that would provide such services.

66. Accordingly, except as provided above with respect to Loral's
    existing customers, until such time that the Commission determines
    that Intelsat has fully complied with the IPO requirement set forth
    in Section 621(2) of the ORBIT Act, Intelsat North America is
    prohibited from using the authorizations granted in this Order and
    Authorization to expand into the "additional services" specified in
    the ORBIT Act.

#### Competition Requirement

67. Finally, we disagree with SES AMERICOM that we are required to
    analyze, under the terms of the ORBIT Act, the issue that it raises
    with respect to the competitive impact of this transaction on
    federal government procurement.[^174] SES AMERICOM states that its
    primary concern is that, because of Intelsat's market access in many
    other parts of the world, Intelsat's acquisition of the subject
    satellites might harm competition in the U.S. Government market for
    domestic satellite services.[^175] SES AMERICOM claims that the
    ORBIT Act requires the Commission to consider the impact of
    Intelsat's acquisition of these satellites on competition in the
    U.S., and that under the ORBIT Act, the Commission may not issue a
    license unless the Commission determines that such issuance will not
    harm competition.[^176] The Commission has already conducted the
    competition analysis required by Section 601 of the ORBIT Act.[^177]
    As required under Section 601 of the ORBIT Act, in making the
    determination as to whether INTELSAT's privatization will harm
    telecommunications markets in the United States, the Commission must
    use the licensing criteria of Sections 621 and 622.[^178] In the
    *Intelsat LLC ORBIT Act Compliance Order*, the Commission reviewed
    INTELSAT's privatization plans in light of each of the criteria in
    Sections 621 and 622, and concluded that as a whole, INTELSAT's
    privatization met the standards of Sections 621 and 622.[^179] Thus,
    the Commission found that under Section 601(b) of the ORBIT Act,
    authorizing INTELSAT's services to, from, or within the United
    States would not harm competition in the telecommunications market
    of the United States.[^180]

68. We have separately considered the substance of SES AMERICOM's
    arguments as part of our public interest analysis under Section
    310(d). As discussed above, we reviewed the arguments made by SES
    AMERICOM in our evaluation of the competitive effects of the
    proposed transaction in the relevant markets, and concluded that the
    evidence was not persuasive to support a finding that the proposed
    assignment would result in competitive harm in the provision of
    services to the U.S. Government. Our review concluded that
    assignment of the space station authorizations to Intelsat North
    America for services to, from, or within the United States will not
    harm competition in the telecommunications market of the United
    States. Consequently, there is no need to impose the conditions
    proposed by SES AMERICOM.[^181]

### C. Pending Applications {#c.-pending-applications .unnumbered}

69. The Applicants request that grant of the Applications include
    authority for assignment to Intelsat North America of: (1) any
    authorization issued to Loral during the pendency the Commission's
    consideration of the Assignment Application or during the period
    required for consummation of the assignments following approval;
    and (2) applications that will have been filed by Loral and that are
    pending at the time of consummation of the proposed
    assignment.[^182] We conclude that any authorizations issued to
    Loral Satellite, Inc. and Loral SpaceCom Corporation during the
    pendency of this proceeding or filed after the Assignment
    Application and still pending at the time of the release of this
    Order and Authorization should be deemed to be covered by this Order
    and Authorization. Consistent with Section 1.65 of the Commission's
    rules, Applicants should amend any current pending applications, as
    well as pending applications that may be acted on between the
    release date of this Order and Authorization and the consummation
    date, to reflect the transaction approved by this Order and
    Authorization.[^183] We note that the Commission added Loral
    SpaceCom's Telstar 13 satellite, which is licensed by Papua New
    Guinea, to the Commission's Permitted Space Station List with
    conditions on August 8, 2003.[^184] Accordingly, Intelsat North
    America should follow the Commission's procedures for changes of
    ownership of satellites on the Permitted List.[^185]

# Conclusion

70. We find that the assignment of the satellite space station
    authorizations held by Loral Satellite, Inc. (Debtor-in-Possession)
    and Loral SpaceCom Corporation (Debtor-in-Possession) to Intelsat
    North America, LLC is in the public interest as discussed in this
    Order and Authorization. This finding is subject to the conditions
    and limitations stated in the above decision and as noted in the
    ordering clauses below.

# ORDERING CLAUSES

71. IT IS ORDERED that, for the foregoing reasons noted herein,
    including those stated in paragraph 40, assignment of the licenses
    and authorizations set forth in applications SAT-ASG-20030728-00138
    and SAT-ASG-20030728-00139, is in the public interest, and
    therefore, the applications ARE GRANTED, subject to the conditions
    stated below.

72. IT IS FURTHER ORDERED that, the authorizations granted to Intelsat
    North America herein are subject to a future Commission finding that
    Intelsat, Ltd., has conducted an IPO consistent with the
    requirements of Sections 621(2) and 621(5)(A)(i) of the ORBIT Act
    and any actions the Commission may take in view of this finding
    under Section 601(b)(1)(B) of the ORBIT Act.

73. IT IS FURTHER ORDERED that, pursuant to Section 310(b)(4) of the
    Communications Act of 1934, as amended, 47 U.S.C. Section 310(b)(4),
    the Petition for Declaratory Ruling filed by Intelsat North America
    (ISP-PDR-20030925-00024) IS GRANTED to the extent specified in this
    Order and Authorization. Accordingly, Intelsat North America is
    authorized to accept indirect foreign ownership in excess of the
    twenty-five percent benchmark in Section 310(b)(4) of the Act, as
    specified in this Order and Authorization.

74. IT IS FURTHER ORDERED that, the Petition to Adopt Conditions filed
    by the Executive Agencies IS GRANTED, and therefore, pursuant to
    Section 4(i), 303(r) and 309(f) of the Communications Act of 1934,
    as amended, 47 U.S.C. Section 4(i), 303(r), 309(f), the grant of the
    Assignment Application is conditioned upon compliance with the
    conditions in Appendix C of this Order and Authorization.

75. IT IS FURTHER ORDERED that, pursuant to Section 4(i), 303(r) and
    309(f) of the Communications Act of 1934, as amended, 47 U.S.C.
    Section 4(i), 303(r), 309(f), the grant of the instant Assignment
    Application subjects Intelsat North America to a 180-day Special
    Temporary Authority under which it may provide "additional services"
    as defined in the ORBIT Act that are currently provided by Loral.
    Thereafter, Intelsat North America must discontinue providing these
    services unless it is no longer subject to the prohibition under the
    ORBIT Act for providing such additional services.

76. IT IS FURTHER ORDERED that Intelsat North America must notify
    current customers of Loral who are providing DTH services (or other
    "additional services" as defined under the ORBIT Act), in writing,
    and within 30 days of the release of this Order and Authorization,
    that DTH service is now being provided under a grant of Special
    Temporary Authority as specified in this Order and Authorization.

77. IT IS FURTHER ORDERED that the request of StarBand Communications
    Inc. to accept the late-filed Petition to Adopt Conditions IS
    GRANTED, and that StarBand's Petition, Loral's Opposition thereto,
    StarBand's Reply, and Intelsat ARE HEREBY ACCEPTED into the record
    in this proceeding. IT IS FURTHER ORDERED that the Petition to Adopt
    Conditions filed by StarBand Communications Inc. IS DENIED.

78. IT IS FURTHER ORDERED that, pursuant to Section 1.65 of the
    Commission's rules, 47 C.F.R. § 1.65, the Applicants are afforded
    thirty days from the date of release of this Order and Authorization
    to amend all pending applications in connection with the instant
    Application to reflect the new ownership structure approved in this
    Order and Authorization.

79. This Order and Authorization is issued pursuant to Sections 0.261
    and 0.331 of the Commission's rules on delegated authority, 47
    C.F.R. §§ 0.261, 0.331, 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 30 days of the date of the release of this Order
    and Authorization. *See* 47 C.F.R. § 1.4(b)(2).

    FEDERAL COMMUNICATIONS COMMISSION

    Donald Abelson, Chief

    International Bureau

    **APPENDIX A**

    File Number for the Assignment Application seeking authority to
    assign licenses held by Loral SpaceCom Corporatation
    (Debtor-in-Possession) to Intelsat North America, LLC:

    **SAT-ASG-20030728-00138**

    Telstar 4 (C/Ku) @ 89 W.L. to 77 W.L., C-band 4/6 GHz, Ku-band 12/14
    GHz

    Telstar 5 (C/Ku) @ 97 W.L., C-band 4/6 GHz, Ku-band 12/14 GHz

    Telstar 8 (C/Ku/Ka) @ 89 W.L., C-band 4/6 GHz, Ku-band 12/14 GHz,
    Ka-band 19.7 -20.2 GHz (downlink), 29.5- 30.0 GHz (uplink)

    File Number for the Assignment Application seeking authority to
    assign licenses held by Loral Satellite, Inc. (Debtor-in-Possession)
    and Intelsat North America, LLC:

    **SAT-ASG-20030728-00139**

    Telstar 6 (C/Ku) @ 93 W.L., C-band 4/6 GHz, Ku-band 12/14 GHz

    Telstar 7 (C/Ku) @ 129 W.L., C-band 4/6 GHz, Ku-band 12/14 GHz

    **APPENDIX B**

    **FOREIGN OWNERSHIP INFORMATION**

    ![](media/image1.png){width="6.483333333333333in"
    height="7.686111111111111in"}

    ![](media/image2.png){width="6.135416666666667in"
    height="8.15625in"}

    ![](media/image3.png){width="6.083333333333333in" height="8.25in"}

    ![](media/image4.png){width="6.21875in"
    height="8.322916666666666in"}

    ![](media/image5.png){width="6.104166666666667in"
    height="8.489583333333334in"}

    ![](media/image6.png){width="5.916666666666667in"
    height="8.447916666666666in"}

    ![](media/image7.png){width="6.260416666666667in"
    height="8.71875in"}

    **APPENDIX C**

    **Exhibit 1**

    **IGSC By-laws Amendment**

    1![](media/image8.png){width="5.997222222222222in"
    height="8.029861111111112in"}

    **APPENDIX C**

    **Exhibit 2**

    **Proposed Resolutions**

    ![](media/image9.png){width="6.072916666666667in"
    height="7.882638888888889in"}

    ![](media/image10.png){width="6.125in" height="7.927083333333333in"}

    ![](media/image11.png){width="6.25in" height="2.7291666666666665in"}

    **APPENDIX C**

    **Exhibit 3**

    **Letter Agreement**

    ![](media/image12.png){width="6.001388888888889in"
    height="7.924305555555556in"}

    ![](media/image13.png){width="5.927083333333333in" height="8.5in"}

    ![](media/image14.png){width="5.84375in"
    height="8.177083333333334in"}

    **APPENDIX C**

    **Exhibit 4**

    **October 29, 2003 Letter**

    ![](media/image15.png){width="5.995833333333334in"
    height="7.927083333333333in"}

    ![](media/image16.png){width="6.510416666666667in"
    height="9.052083333333334in"}

    ![](media/image17.png){width="5.729166666666667in"
    height="8.416666666666666in"}

    ![](media/image18.png){width="6.28125in"
    height="8.479861111111111in"}

    ![](media/image19.png){width="6.152083333333334in"
    height="6.676388888888889in"}

    ![](media/image20.png){width="5.614583333333333in"
    height="8.354166666666666in"}

    ![](media/image21.png){width="5.572916666666667in" height="7.125in"}

    **APPENDIX D**

    ![](media/image22.png){width="6.635416666666667in"
    height="8.521527777777777in"}

    ![](media/image23.png){width="6.497916666666667in"
    height="8.547916666666667in"}

[^1]: *See,* Application for Consent to Assignments of Space Station
    Authorizations, File Nos. SAT-ASG-20030728-00138 and
    SAT-ASG-20030728-00139 (filed July 28, 2003). Both Applications are
    considered in this review. Unless stated otherwise, citations to
    "Assignment Application" or "Application" in this order refers to
    the narrative provided in each filing. Intelsat North America also
    filed in this proceeding a "Petition for Declaratory Ruling under
    Section 310(b)(4) of the Communications Act of 1934, as Amended"
    ("Petition for Declaratory Ruling"), ISP-PDR-20030925-00024 (filed
    Sept. 25, 2003).

[^2]: 47 U.S.C. § 310 (d).

[^3]: ORBIT Act, Pub. L. 106-180, 114 Stat. 48 (2000), as amended, Pub.
    L. No. 107-233 § 1, 116 Stat. 1480 (2002) (hereinafter cited as
    "ORBIT Act").

[^4]: 47 U.S.C. § 310 (b)(4).

[^5]: Petition to Adopt Conditions to Authorizations and Licenses, File
    Nos. SAT-ASG-20030728-00138, SAT-ASG-20030728-00139, filed by
    Executive Agencies (dated Dec. 12, 2003) ("Executive Agencies
    Petition to Adopt Conditions").

[^6]: Application at 7-8. Collectively, Loral Ltd. and its subsidiaries
    and affiliates are referred to herein as "Loral."

[^7]: Loral Ltd. wholly owns Space Systems/Loral Inc. ("SS/L"), which
    designs and manufactures satellites and satellite systems for
    commercial and government applications. Application at 7.

[^8]: Application at 7-8*.*

[^9]: Application at 7.

[^10]: Telstar 4, currently located at 89º W.L., is authorized to move
    to the 77º W.L. orbit location following the launch of Telstar 8.
    *See, Loral SpaceCom Corporation and Loral Space & Communications
    Corporation, Applications for Modification of Fixed-Satellite
    Service Space Station Authorizations*, Memorandum Opinion Order and
    Authorization, DA 03-1045, 18 FCC Rcd 6301 (2003).

[^11]: Telstar 8 is under construction and is authorized to operate at
    89° W.L. *Id.* at 6306. The Commission extended Loral's Telstar 8
    milestone to complete construction to June 2004 and extended the
    launch milestone to September 2004. *See, Loral SpaceCom
    Corporation, Debtor-in-Possession, Application for Modification of
    Fixed Satellite Service Space Station Authorization Telstar 8 and
    Request for Extension of Milestones and Waiver or Petition for
    Reconsideration*, Memorandum Opinion and Order, DA 03-2766 (rel.
    Oct. 27, 2003).

[^12]: The Commission added Telstar 13 to the Commission's Permitted
    Space Station List with conditions on August 8, 2003, conditioned
    upon successful launch of Telstar 13 no later than September 30,
    2003. *See, Loral SpaceCom Corporation, Petition for Declaratory
    Ruling to Add Telstar 13 to the Permitted Space Station List*,
    Order, DA 03-2624 (rel. Aug. 8, 2003). Telstar 13 was launched on
    August 8, 2003.

[^13]: The Commission granted the *pro forma* assignment from the
    various Loral affiliates to these same affiliates as
    debtors-in-possession in August 2003. *See,* "stamp-grant" by
    Jennifer M. Gilsenan, Associate Division Chief, Satellite Division,
    File Nos. SAT-ASG-20030725-00145, SAT-ASG-20030725-00146,
    SAT-ASG-20030725-00147 and SAT-ASG-20030725-00148 (granted Aug. 14,
    2003); and Public Notice, Satellite Communications Services
    Information, Actions Taken, Report No. SES-00524, granting
    SES-ASG-20030725-01109 and SES-ASG-20030725-01121, Aug. 13, 2003.

[^14]: *In re* *Loral Space & Communications LTD., et al, Debtors,
    Chapter 11 Case No. 03-41710 (RDD),* Joint Administration of Cases
    03-41709(RDD) through 03-41728 (RDD)*,* United States Bankruptcy
    Court, (SDNY).

[^15]: *See,* Asset Purchase Agreement Among Intelsat, Ltd., Intelsat
    (Bermuda), Ltd., Loral Space & Communications Corporation, as Debtor
    and Debtor in Possession, Loral SpaceCom Corporation, as Debtor and
    Debtor in Possession, and Loral Satellite, Inc., as Debtor and
    Debtor in Possession, dated as of July 15, 2003.

[^16]: Application at 9.

[^17]: Application at 8. Applicants state that Loral intends to
    reorganize around its remaining satellite fleet which serves South
    America, Europe and Asia, and through its Skynet subsidiary, intends
    to continue to operate an integrated fixed satellite and network
    services business. The Applicants also state that Loral Ltd. will
    continue to own and operate SS/L, its satellite manufacturing and
    design business. *Id*.

[^18]: Application at 5. Collectively, Intelsat, Ltd. and its
    subsidiaries are referred to herein as "Intelsat."

[^19]: INTELSAT and the International Maritime Satellite Organization
    ("Inmarsat") were originally intergovernmental organizations
    ("IGOs") created by international agreements as a result of
    initiatives undertaken in the early days of development of space
    technology by the United States under the Communications Satellite
    Act of 1962.

[^20]: *See,* *Applications of Intelsat LLC For Authority to Operate,
    and to Further Construct, Launch, and Operate C-band and Ku-band
    Satellites that Form a Global Communications System in Geostationary
    Orbit*, Memorandum Opinion Order and Authorization*,* 15 FCC Rcd
    15460 (2000)*("Intelsat LLC Licensing Order"), Recon. denied,* 15
    FCC Rcd 25234 (2000)*.* Intelsat LLC's authorizations are for
    operation in the conventional C-band, which refers to the
    3,700-4,200/5,925-6,425 MHz frequency bands. Intelsat LLC is also
    authorized to operate in the extended C-band frequencies
    3,625-3,700/5,850-5.925/6.425-6,650 MHz on certain satellites at
    certain orbital locations. In addition, Intelsat LLC is authorized
    to operate in the extended C-band frequencies 3,420-3,625 MHz on the
    Intelsat-805 at 55.5º W.L. for service to non-US locations. The
    3,420-3,600 GHz portion of this frequency band is not a satellite
    band in the U.S. and is operated by Intelsat outside the U.S.
    subject to potential interference from worldwide shipborne U.S.
    military radar operations. The conventional Ku-band refers to the
    11.7-12.2/14.0-14.5 GHz frequency bands. Intelsat LLC is also
    authorized to operate in the extended Ku-frequency bands
    10.95-11.2/11.45-11.7/12.5-12.75/13.75-14.0 GHz on certain
    satellites at certain orbital locations.

[^21]: *See, Applications of Intelsat LLC for Authority to Operate, and
    to Further Construct, Launch and Operate C-band and Ku-band
    Satellites that Form a Global Communications System in Geostationary
    Orbit*, Memorandum Opinion Order and Authorization, 16 FCC Rcd
    12280, 12290, para. 26 (2001) ("*Intelsat LLC ORBIT Act Compliance
    Order*"). INTELSAT privatized at 7:59:59 PM EDT, on July 18, 2001.
    *See, FCC Report to Congress as Required by the ORBIT Act* (rel.
    June 15, 2000) at 3. Upon privatization, former INTELSAT Signatories
    and non-Signatory investing entities were issued shares in Intelsat
    Ltd. according to their March 2001 investment shares in INTELSAT.
    They will be the shareholders of Intelsat Ltd. until it conducts an
    IPO.

[^22]: *Intelsat LLC ORBIT Act Compliance Order,* 16 FCC Rcd at 12303,
    para. 76.

[^23]: *See, Intelsat LLC Request for Extension of Time Under Section
    621(5) of the ORBIT Act*, Memorandum Opinion and Order, DA 03-4023
    (rel. Dec. 17, 2003).

[^24]: *See,* ORBIT Act § 601(b)(i).

[^25]: Application at 3-4. The authorizations subject to this Assignment
    Application are listed in Appendix A.

[^26]: The Commission recently extended Loral's Telstar 8 milestone to
    complete construction to June 2004 and extended the launch milestone
    to September 2004. *See, supra* note 11.

[^27]: *See,* Application at 3. *See, also supra* note 10.

[^28]: Application at 9. Telstar 13 is not a U.S. licensed space
    station, and therefore it is not part of this Assignment
    Application.

[^29]: *Amendment of the Commission's Space Station Licensing Rules and
    Policies*, Notice of Proposed Rulemaking, 17 FCC Rcd 3847, 3893
    (2002).

[^30]: Application at 4-5, n. 9, *citing* requirement under *Amendment
    of the Commission's Space Station Licensing Rules and Policies*,
    First Report and Order and Further Notice of Proposed Rulemaking, 18
    FCC Rcd 10760, paras. 315-316 (2003).

[^31]: Application at 16.

[^32]: 47 U.S.C. § 310(b)(4). *See,* Petition for Declaratory Ruling.

[^33]: Application at 4.

[^34]: Application at 2.

[^35]: Application at 10.

[^36]: Application at 2.

[^37]: Application at 11.

[^38]: Application at 8, 12.

[^39]: Executive Agencies Petition to Adopt Conditions at 2-3.

[^40]: Application at 9*.*

[^41]: *See,* *In re Loral Space Communications LTD, et al., Chapter 11
    Case No.: LEAD CASE 03-41710 (RDD), 03-41709 (RDD) through 03-41728
    (RDD), (Jointly Administered)*, [Order (a) authorizing and approving
    (i) the sale of five satellites and related assets free and clear of
    all liens, claims, interests and encumbrances, (ii) the assumption
    and assignment of certain executory contracts in connection with
    such sale, (iii) the fixing of cure costs associated with such
    assumption, (iv) receipt of advance payment under a new procurement
    agreement and granting of security interest to secure such advance,
    and (v) payment of secured lenders from the proceeds of such sale;
    and (b) granting related relief]{.smallcaps}, United States
    Bankruptcy Court (SDNY) (dated Oct. 30, 2003).

[^42]: *See,* Public Notice, Report No. SPB-191, DA 03-2672 (rel.
    Aug.15, 2003).

[^43]: Comments of SES AMERICOM (filed Sept. 15, 2003).

[^44]: EchoStar Petition to Dismiss Deny or Hold in Abeyance (filed
    Sept. 15, 2003).

[^45]: Opposition of Loral Ltd. (filed Sept. 30, 2003); Opposition of
    Intelsat LLC (filed Sept. 30, 2003); Reply Comments of SES AMERICOM
    (filed Oct. 10, 2003); and Reply Comments of EchoStar (filed Oct.
    10, 2003).

[^46]: Intelsat North America, LLC Petition for Declaratory Ruling
    (filed Sept. 25, 2003).

[^47]: EchoStar Petition to Dismiss or Deny (filed Oct. 14, 2003).

[^48]: EchoStar Letter, Notice of Withdrawal (filed Oct. 28, 2003).

[^49]: Letter from SES AMERICOM to the Secretary, Federal Communications
    Commission (filed Dec. 12, 2003), attaching *United States General
    Accounting Office Report to Congressional Requesters, Satellite
    Communications Strategic Approach Needed for DOD's Procurement of
    Commercial Satellite Bandwidth,* GAO-04-206 (December 2003) ("GAO
    Report, DOD Procurement of Commercial Satellite Bandwidth, December
    2003").

[^50]: *See, e.g.,* Letter from Rush Holt and Frank Pallone, United
    States House of Representatives (dated Dec. 15, 2003) (requesting
    that the Commission adopt safeguards to ensure preservation of the
    competitive marketplace for commercial satellite services); Letter
    from Mike Ferguson, United States House of Representatives (dated
    Dec. 15, 2003) (urging the Commission to give serious attention to
    the potential effects of this transaction on competition in the U.S.
    market for domestic satellite services, particularly to the U.S.
    Government); Letter from Jon S. Corzine and Frank R. Lautenberg,
    United States House of Representatives (dated Dec. 16, 2003) (urging
    the Commission to give serious attention to the potential effects of
    this transaction on competition in the U.S. market for domestic
    satellite services, particularly to the U.S. Government).

[^51]: *See, supra* note 5.

[^52]: *See,* Letter to Marlene Dortch, Secretary, Federal
    Communications Commission, from Earl W. Comstock, Counsel to
    StarBand (dated Dec. 17, 2003) ("StarBand *Ex Parte* Filing").
    StarBand's filing included 2 attachments: (1) Notice Of Presentment
    of Debtors' Motion For Authorization to Enter Into a Capacity Lease
    With Rainbow DBS Company, LLC and the associated Motion ("Capacity
    Lease Motion"); and (2) Asset Purchase Agreement between Intelsat
    and Loral (dated July 15, 2003) *See, also supra* paras. 5, 15.

[^53]: StarBand filed a Petition to Adopt Conditions to Applications, or
    Absent Conditions, to Deny (dated Dec. 12, 2003) ("StarBand
    Petition"). Included with StarBand's Petition was a Motion to Waive
    for Good Cause Section 25.154(a)(2) of the Commission's Rules
    Pursuant to Section 1.3 of Those Rules. Loral filed an opposition to
    StarBand's request for waiver. Based on our review, we grant,
    pursuant to Section 1.3 of our rules, StarBand's motion and accept
    the late-filed pleadings filed by StarBand and Loral. We find that
    inclusion of these comments will facilitate resolution of this case
    based upon a full and complete factual record.

[^54]: Opposition to Petition of StarBand Communications Inc. To Adopt
    Conditions to Applications, or Absent Conditions, to Deny, filed by
    Loral Satellite, Loral SpaceCom, and Loral Ltd., (dated Jan. 6,
    2004) ("Loral Opposition to StarBand Petition").

[^55]: Reply of StarBand Communications Inc. to Loral Opposition to
    Petition of StarBand Communications Inc. to Adopt Conditions to
    Applications, or Absent Conditions, to Deny (dated Jan. 14, 2004)
    ("StarBand Reply").

[^56]: *See,* Letter to Marlene Dortch, Secretary, Federal
    Communications Commission, from Ramu Potarazu, President, Intelsat
    North America LLC (dated Feb. 5, 2004) ("*Intelsat Commitment
    Letter*").

[^57]: 47 U.S.C. § 310(d).

[^58]: 47 U.S.C. § 310(a), (b).

[^59]: *See, e.g*., *Application of VoiceStream Wireless Corporation,
    Powertel, Inc., Transferors, and Deutsche Telekom AG, Transferee,
    for Consent to Transfer Control of Licenses and Authorizations
    Pursuant to Sections 214 and 310(d) of the Communications Act and
    for Declaratory Ruling Pursuant to Section 310 of the Communications
    Act,* Memorandum Opinion and Order, 16 FCC Rcd 9779, 9789 (2001)
    ("*VoiceStream/Deutsche Telekom Order"*). *See,* *also AT&T Corp.,
    British Telecommunications, plc, VLT Co. L.L.C., Violet License Co.
    LLC, and TNV \[Bahamas\] Limited Applications For Grant of Section
    214 Authority, Modification of Authorizations and Assignment of
    Licenses in Connection with the Proposed Joint Venture Between AT&T
    Corp. and British Telecommunications, plc*, Memorandum Opinion and
    Order, 14 FCC Rcd 19140, 19147 (1999) ("*AT&T/BT Order"*); and
    *Applications of NYNEX Corporation, Transferor and Bell Atlantic
    Corporation, Transferee, For Consent to Transfer Control of NYNEX
    Corporation and Its Subsidiaries*, Memorandum Opinion and Order, 12
    FCC Rcd 19985, 20003-04 (1997) ("*Bell Atlantic/NYNEX Order*").

[^60]: *See, e.g., AT&T/BT Order*, 14 FCC Rcd at 19148.

[^61]: *See, e.g.*, *VoiceStream/Deutsche Telekom Order,* 16 FCC Rcd at
    9789.

[^62]: *See, e.g*. 47 U.S.C. §§ 310 (d) and 308 (b).

[^63]: *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 (1997); *Order on
    Reconsideration*, 15 FCC Rcd 18158 (2000) ("*Foreign Participation
    Order"*). *See, also Amendment of the Commission\'s Regulatory
    Policies to Allow Non-U.S. Licensed Satellites Providing Domestic
    and International Service in the United States*, Report and Order,
    12 FCC Rcd 24094, 24170 (1997).

[^64]: 47 U.S.C. § 310(d).

[^65]: 47 U.S.C. § 310(d).

[^66]: 47 U.S.C §§ 310(d) and 308.

[^67]: *See, e.g., VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd 9779,
    9790 (2001). The exception to this rule occurs where issues related
    to basic qualifications have been designated for hearing by the
    Commission or have been sufficiently raised in petitions to warrant
    the designation of a hearing. *Id*.

[^68]: 47 U.S.C § 308.

[^69]: With respect to the issues of foreign ownership eligibility and
    ORBIT Act requirements, *see infra* Sections III.C. and IV. B.

[^70]: 47 U.S.C. § 310(b)(4) (providing that **"**No broadcast or common
    carrier or aeronautical en route or aeronautical fixed radio station
    license shall be granted to or held by ... any corporation directly
    or indirectly controlled by any other corporation of which more than
    one-fourth of the capital stock is owned of record or voted by
    aliens, their representatives, or by a foreign government, or
    representative thereof, or by any corporation organized under the
    laws of a foreign country, if the Commission finds that the public
    interest would be served by the refusal or revocation of such
    license.")

[^71]: Section 310(a) of the Act prohibits any radio license from being
    "granted to or held by" a foreign government or its representative.
    *See,* 47 U.S.C. § 310(a). The ownership structure proposed by
    Intelsat LLC is such that no foreign government or representative
    will hold any of the dual-use space station licenses. Section
    310(b)(1)-(2) of the Act prohibits common carrier, broadcast and
    aeronautical fixed or en route radio licenses from being "granted to
    or held by" aliens, or their representatives, or foreign
    corporations. *See,* 47 U.S.C. § 310(b)(1), (2). According to the
    Applications, no alien, or representative, or foreign corporation
    will hold the dual-use space station licenses. Accordingly, the
    proposed transaction does not trigger the foreign ownership
    provisions of section 310(a), (b)(1)-(2) of the Act. *See,
    VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at 9799-9800, paras.
    38-48 (issues related to indirect foreign ownership of common
    carrier licensees addressed under section 3l0(b)(4)). In addition,
    because the proposed transaction does not involve direct foreign
    investment in Intelsat North America, which would hold the space
    station licenses, it does not trigger Section 310(b)(3) of the Act,
    which places a 20% limit on direct alien, foreign corporate or
    government ownership of entities that hold common carrier, broadcast
    and aeronautical fixed or en route Title III licenses. *See,* 47
    U.S.C. § 310(b)(3).

[^72]: *Foreign Participation Order*, 12 FCC Rcd 23891, 23896, para. 9,
    23913, para. 50, and 23940, paras. 111-112.

[^73]: *Id.*

[^74]: *Intelsat LLC Licensing Order*, 15 FCC Rcd at 15483, paras.
    44-55.

[^75]: *See, Lockheed Martin Corporation, COMSAT Corporation, and COMSAT
    Digital Teleport, Inc., Assignors, and Intelsat, Ltd., Intelsat
    (Bermuda), Ltd., Intelsat LLC and Intelsat USA License Corp.,
    Application for Assignment of Earth Station and Wireless Licenses
    and Section 214 Authorizations and Petition for Declaratory Ruling*,
    DA 02-2254, 17 FCC Rcd 27732, 27755 paras. 35-46 (IB 2002).
    ("*Lockheed/Comsat/Intelsat Order")*.

[^76]: *Lockheed/Comsat/Intelsat Order,* 17 FCC Rcd at 27757, para. 38.

[^77]: *Lockheed/Comsat/Intelsat Order,* 17 FCC Rcd at 27758, para. 40.

[^78]: Petition for Declaratory Ruling at 6.

[^79]: The shareholder list is attached hereto as Appendix B.

[^80]: Petition for Declaratory Ruling at 6-7. According to the
    petition, total indirect foreign government ownership of Intelsat,
    Ltd. currently is no higher than at the time of the *Intelsat LLC
    Licensing Order*, approximately 30 percent. *Id*. at 7 (*citing*
    *Intelsat LLC Licensing Order*, 15 FCC Rcd at 15482). *See also,*
    *Lockheed/Comsat/Intelsat Order*, 17 FCC Rcd at 27759-60, para. 43.

[^81]: Petition for Declaratory Ruling at 7. The Commission has stated,
    in the *Foreign Participation Order*, that "\[w\]e will deny an
    application if we find that more than 25 percent 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." *Id*.,
    12 FCC Rcd at 23946, para. 131. The shareholder list provided by
    Intelsat North America indicates that non-WTO investors account for
    approximately 6% of the equity and voting interests in Intelsat,
    Ltd.

[^82]: *See, e.g., Vodafone Americas Asia Inc., Transferor, and
    Globalstar Corporation, Transferee, Consent to Transfer Control of
    Licenses and Section 214 Authorizations and Petition for Declaratory
    Ruling Allowing Indirect Foreign Ownership*, Order and
    Authorization, DA 02-1557, 17 FCC Rcd 12849, 12866, para. 53 (2002).

[^83]: *See, e.g., VoiceStream/Deutsche Telekom Order,* 16 FCC Rcd at
    9823, para. 78, 9825, para. 81, 9833, para. 97. *See, also
    Application of WorldCom, Inc., and MCI Communications Corporation
    for Transfer of Control of MCI Communications Corporation to
    WorldCom, Inc*., Memorandum Opinion and Order, FCC 98-225, 13 FCC
    Rcd 18025 (1998) ("*MCI/WorldCom Order"*); *Comsat/Lockheed Order*,
    15 FCC Rcd at 22915, para. 16**;** and *Application of General
    Electric Capital Corporation and SES Global S.A. for Consent to
    Transfer Control of Licenses and Authorizations Pursuant to Section
    214(a) and 310(d) of the Communications Act and Petition for
    Declaratory Ruling Pursuant to Section 310(b)(4) of the
    Communications Act*, Order and Authorization, DA 01-2100, 16 FCC Rcd
    17575 (2001), Supplemental Order, DA 01-2482, 16 FCC Rcd 18878
    (2001) ("*GE/SES Order*"); *Lockheed Comsat/Intelsat, Ltd.,* Order,
    DA 02-2254, 17 FCC Rcd 27732, (2002).

[^84]: *Comsat/Lockheed Order*, 15 FCC Rcd at 22916, para. 18.

[^85]: SES AMERICOM Comments at 15-18.

[^86]: SES AMERICOM Comments at 17.

[^87]: SES AMERICOM Comments at 17.

[^88]: SES AMERICOM Comments at 8-18.

[^89]: SES AMERICOM Comments at 23-24.

[^90]: *See,* 1 ABA ANTITRUST SECTION, ANTITRUST LAW DEVELOPMENTS 362
    (5^th^ ed. 2002) for a description of vertical relationships and
    related theories of competitive harm, including foreclosure
    strategies. Vertical acquisitions include transactions where the
    firms have or could have supplier-customer relationships.

[^91]: For example, the GAO Report makes a number of recommendations to
    DOD, among other things, on the need to develop and implement a
    strategic approach to acquiring commercial satellite bandwidth
    services. *See*, GAO Report on DOD Procurement of Commercial
    Satellite Bandwidth, December 2003.

[^92]: Intelsat Opposition at 8-9. *See also*, *Intelsat LLC Orbit Act
    Compliance Order*, 16 FCC Rcd at 12299, paras. 59-62.

[^93]: Application at 6.

[^94]: Application at 3, 4.

[^95]: All satellites, the operational satellites, as well as those
    under construction, serve almost entirely the U.S. market.

[^96]: StarBand states that it offers two-way satellite broadband
    Internet access service to residential and business customers, and
    that currently its customer base totals approximately 35,000
    customers. According to StarBand, its customers consist largely of
    residential customers (94%); and its business customers (6%),
    include health care providers, educational facilities, governmental
    facilities, Native American governmental or community entities,
    public libraries and Head Start programs. Significantly, StarBand
    points out that Telstar 7 provides service to two-thirds of its
    customers (approximately 23,000 residential and business customers),
    including all of its customers in Alaska (1200 residential and
    business customers) and Hawaii (200 residential and business
    customers). StarBand notes that its remaining 12,000 customers are
    served using transponders leased from SES AMERICOM on its AMC-4
    satellite located at 101° W.L. StarBand Petition at 2, 8.

[^97]: StarBand Petition at 11-12. StarBand states that DIRECWAY is the
    only other two-way satellite based Internet access provider offering
    service to residential and business customers in most parts of the
    United States. StarBand Petition at 3.

[^98]: StarBand Petition at 7, *citing* *Debtors' Motion for
    Authorization to Enter Into A Capacity Lease With Rainbow DBS
    Company, LLC," United States Bankruptcy Court for the Southern
    District of New York, In re Loral Space & Communications Ltd*, dated
    Nov. 11, 2003, at para. 9. *See,* StarBand *Ex Parte* Filing,
    Attachment 1.

[^99]: StarBand Petition at 8.

[^100]: StarBand Petition at 6-7, quoting Application at 9.

[^101]: StarBand Petition at 11-12.

[^102]: 47 U.S.C. §§ 4(i) and 303(r). The Commission may, in certain
    circumstances, grant interim relief under the authority of Section
    4(i) of the Communications Act, which empowers the Commission to
    \"perform any and all acts \[and\] make such orders, not
    inconsistent with th\[e\] Act, as may be necessary in the execution
    of its functions.\" 47 U.S.C. §154(i); *see also,* 47 U.S.C. §
    303(r) (Commission may \"\[m\]ake such rules and regulations and
    prescribe such restrictions and conditions, not inconsistent with
    law, as may be necessary to carry out the provisions of th\[e\]
    Act\").

[^103]: StarBand Petition at 12.

[^104]: StarBand Petition at 12-13.

[^105]: StarBand Petition at 12. StarBand provides information on the
    estimated costs to its customers who would be forced to switch
    providers if StarBand could not provide service, noting that the
    cost would be prohibitive to most customers. In addition, StarBand
    states that most of its customers in Alaska and Hawaii will have no
    alternative available. StarBand Petition at 9-11.

[^106]: Loral claims that after StarBand filed for bankruptcy
    protection, StarBand breached its contract with Loral by making
    payments at a rate lower than the contract rate. Loral states that
    it has submitted a claim in the StarBand Bankruptcy Court for the
    amount of difference between the contract amount and the amount
    actually paid. Loral Opposition to StarBand Petition at 4.

[^107]: Loral Opposition to StarBand Petition at 9, *citing Loral
    Corporation Request for a Declaratory Ruling Concerning Section
    310(b)(4) of the Communications Act of 1934 and Application of R/L
    DBS Company for Assignment of Continental Satellite Corporation's
    Direct Broadcast Satellite Construction Permit*, Memorandum Opinion
    and Order, 12 FCC Rcd 24325 at para. 13 (1997).

[^108]: Loral Opposition to StarBand Petition at 9.

[^109]: StarBand Reply at 2.

[^110]: StarBand Reply at 3.

[^111]: StarBand Reply at 2, 5.

[^112]: *See,* *Loral Corporation Request for a Declaratory Ruling
    Concerning Section 310(b)(4) of the Communications Act of 1934 and
    Application of R/L DBS Company for Assignment of Continental
    Satellite Corporation's Direct Broadcast Satellite Construction
    Permit*, Memorandum Opinion and Order, 12 FCC Rcd 24325, 24332,
    *citing Detroit Cellular Telephone Co.*, Memorandum Opinion and
    Order, 2 FCC Rcd 4420 (1987).

[^113]: StarBand Petition at 4, 10.

[^114]: StarBand Petition at 8-10.

[^115]: The Commission has ongoing proceedings to encourage deployment
    of advanced telecommunications capabilities, including separate
    proceedings on cable and wireline broadband services. *See, e.g., In
    the Matter of Inquiry Concerning the Deployment of Advanced
    Telecommunications Capability to All Americans in a Reasonable And
    Timely Fashion, and Possible Steps To Accelerate Such Deployment
    Pursuant to Section 706 of the Telecommunications Act of 1996*, 17
    FCC Rcd 2844, CC Docket No. 98-146 (2002); *In the Matter of Inquiry
    Concerning High-Speed Access to the Internet Over Cable and Other
    Facilities*, 17 FCC Rcd. 4798, GN Docket No. 00-185, CS Docket No.
    02-52 (2002); *In the Matter of Appropriate Framework for Broadband
    Access to the Internet over Wireline Facilities*, 17 FCC Rcd. 3019,
    CC Docket No. 02-33 (2002). *See also, In the Matter of Review of
    Section 251 Unbundling Obligations of Incumbent Local Exchange
    Carriers*, 18 FCC Rcd. 16978, paras. 285-95, CC Docket No. 01-338.

[^116]: *See,* *Intelsat Commitment Letter* setting out the commitments
    that Intelsat has made with respect to the two-way broadband
    Internet access service that StarBand currently provides to
    residential and small business consumers in Alaska and Hawaii
    through use of Loral's satellites.

[^117]: The *Intelsat Commitment Letter* is attached as Appendix D.

[^118]: *See, Amendment of the Commission\'s Regulatory Policies to
    Allow Non-U.S. Licensed Satellites Providing Domestic and
    International Service in the United States*, Report and Order, 12
    FCC Rcd 24094, 24170-72 (1997) ("*DISCO II Order*").

[^119]: *Foreign Participation Order*, 12 FCC Rcd at 23918-21.

[^120]: *See, supra* note 5.

[^121]: The attachments include Exhibit 1, Amendment to IGSC By-Laws
    ("IGSC By-law Amendment"); Exhibit 2, Proposed Resolutions of the
    Board of Directors of Intelsat, Ltd. ("Proposed Resolutions");
    Exhibit 3, Security Committee Certification Letter Agreement (dated
    Dec. 9, 2003) ("Letter Agreement"); and Exhibit 4, Letter Abiding by
    Commitments from Intelsat to Mr. John G. Malcolm, Deputy Assistant
    Attorney, DOJ (dated Oct. 29, 2003) ("October 29, 2003 Letter").
    These exhibits are set forth in Appendix C of this Order and
    Authorization.

[^122]: Executive Agencies Petition to Adopt Conditions at 3.

[^123]: Executive Agencies Petition to Adopt Conditions at 3. *See also,
    supra*. para. 25.

[^124]: Appendix C, Exhibit 1.

[^125]: Appendix C, Exhibit 2.

[^126]: Appendix C, Exhibit 3.

[^127]: Executive Agencies Petition to Adopt Conditions at 3-4. *See
    also,* Appendix C. The commitments set forth in these documents
    require, *inter alia*, that IGSC establish a Security Committee
    comprised exclusively of IGSC Board members who are U.S. citizens,
    which shall have exclusive jurisdiction over the establishment,
    oversight and evolution of policies related to U.S. national
    security and law enforcement concerns.

[^128]: Executive Agencies Petition to Adopt Conditions at 1-2. *See
    also,* Appendix C, Exhibits 1-4.

[^129]: *Foreign Participation Order,* 12 FCC Rcd at 23919-21, paras.
    61-66.

[^130]: *Foreign Participation Order,* 12 FCC Rcd at 23919, para. 62.

[^131]: Appendix C, Exhibits 1-4.

[^132]: Application at 16.

[^133]: Application at 17.

[^134]: *Intelsat LLC Licensing Order*, 15 FCC Rcd at 15483 para. 51

[^135]: *Id.* In seeking authority to operate the C- and Ku-bands
    satellites, Intelsat LLC requested that its licenses permit
    flexibility to operate on both a private and common carrier basis,
    but stated that it had no current plans to provide common carrier
    services. The Commission granted Intelsat LLC's request subject to
    the condition that Intelsat LLC obtain Section 214 authority prior
    to providing international common carrier services.

[^136]: 47 U.S.C. § 214; 47 C.F.R. § 63.18; *see also,* 47 C.F.R. §
    63.21(h)(permitting, subject to certain limitations, wholly-owned
    subsidiaries to operate under a parent's section 214 authorization
    provided the Commission is notified within 30 days of the subsidiary
    initiating service).

[^137]: 47 U.S. C. § 214; 47 C.F.R. §§ 63.01 *et seq*.

[^138]: "It is the purpose of this Act to promote a fully competitive
    global market for satellite communication services for the benefit
    of consumers and providers of satellite services and equipment by
    fully privatizing the intergovernmental satellite organizations,
    INTELSAT and Inmarsat." *See,* ORBIT Act § 2.

[^139]: ORBIT Act §§ 621 and 622.

[^140]: *Intelsat LLC Licensing Order,* 15 FCC Rcd at 15519, para. 160.

[^141]: ORBIT Act §§ 601(b)(1) and 601(b)(2). *See also,* *Intelsat LLC
    ORBIT Act Compliance Order* at 12281, para 3.

[^142]: ORBIT Act § 601(b)(2).

[^143]: *Intelsat LLC ORBIT Act Compliance Order,* 16 FCC Rcd at
    12287-88, paras. 21-22.

[^144]: *Intelsat LLC ORBIT Act Compliance Order,* 16 FCC Rcd at 12288,
    para. 24.

[^145]: *Intelsat LLC ORBIT Act Compliance Order* at 12288-12299, paras.
    22, 25-56.

[^146]: *Intelsat LLC ORBIT Act Compliance Order* at 12303, para. 71.

[^147]: *Intelsat LLC ORBIT Act Compliance Order* at 12303, para. 71.

[^148]: ORBIT Act § 621(2). Pub. L. 107-233 § 1, amending Pub. L.
    106-180 § 621(5)(A)(i) extended the IPO deadline to December 31,
    2003 and permitted the Commission to extend this deadline under
    certain circumstances to June 30, 2004. *Id.* The Commission
    extended the IPO deadline to June 30, 2004. *See, In the Matter of
    Intelsat LLC, Request for Extension of Time Under Section 621(5) of
    the ORBIT Act*, DA 03-4023, Memorandum Opinion and Order, (2003).

[^149]: ORBIT Act § 648.

[^150]: ORBIT Act § 602(a).

[^151]: ORBIT Act § 601(b)(2); *Intelsat LLC ORBIT Act Compliance Order*
    at 12289, para. 27.

[^152]: *Intelsat LLC ORBIT Act Compliance Order* at 12288, para. 24.

[^153]: *Intelsat LLC ORBIT Act Compliance Order* at 12303, para. 71;
    12304, para. 77.

[^154]: ORBIT Act § 621(2).

[^155]: ORBIT Act §§ 621(2), 621(5)(A)(i).

[^156]: ORBIT Act § 648.

[^157]: *Intelsat LLC Licensing Order,* paras. 42 and 172.

[^158]: 47 USCA § 761a.

[^159]: ORBIT Act, § 681(a)(12)(B).

[^160]: We note that one of the satellites involved in this assignment
    is Telstar 8, which is scheduled for launch on September 30, 2004,
    and will have Ka-band capacity, which is considered an "additional
    service" under the ORBIT Act. *See, e.g., supra.* paragraph 9.

[^161]: Letter from Jennifer D. Hindin on behalf of the Applicants to
    Marlene H. Dortch, Secretary, Federal Communications Commission
    (dated Dec. 23, 2003) at 2. ("*December 23, 2003 Ex Parte Letter*").

[^162]: *December 23, 2003 Ex Parte Letter* at 1-2.

[^163]: *Intelsat LLC ORBIT Act Compliance Order* at 12288, para. 24.

[^164]: *Intelsat LLC ORBIT Act Compliance Order* at 12288, para. 24,
    referring to the purpose of Section 601(b)(1(D) of the ORBIT Act.

[^165]: *Intelsat LLC ORBIT Act Compliance Order* at 12294-97, paras.
    45-50.

[^166]: The Commission determined that Intelsat was providing DTH
    service in cases where it leased capacity to other providers, who in
    turn, provided DTH services to end-users. *See,* *Intelsat LLC ORBIT
    Act Compliance Order* at 12296, para. 49.

[^167]: *Intelsat LLC ORBIT Act Compliance Order* at 12296, paras.
    49-50.

[^168]: *Intelsat LLC ORBIT Act Compliance Order* at 12297, para. 50.

[^169]: *Intelsat LLC ORBIT Act Compliance Order*, 16 FCC Rcd at 12294,
    12296.

[^170]: *Intelsat LLC ORBIT Act Compliance Order*, 16 FCC Rcd at 12296.

[^171]: The Commission found INTELSAT's provision of DTH services to
    French Polynesia was fundamentally in place by the time the ORBIT
    Act went into effect, and consequently concluded that in the case of
    French Polynesia, INTELSAT was not providing DTH service in
    violation of the ORBIT Act. *Intelsat LLC ORBIT Act Compliance
    Order*, 16 FCC Rcd at 12294-97 (paras. 49-50).

[^172]: *See, supra* paragraph 34. If consummated, the contract would be
    assumed by Intelsat pursuant to the Purchase Asset Agreement. *See,
    e.g.*, Loral Opposition to StarBand Petition at 7.

[^173]: We are aware that certain of Loral's DTH customers will be
    affected by this transfer, and note that to the extent other Loral
    customers use Loral's capacity to provide "additional services" as
    defined under the ORBIT Act (*i.e*., DBS, Ka-band or V-band
    services), this requirement also applies to those customers.

[^174]: SES AMERICOM Comments at 13-18; SES AMERICOM Reply at 15.

[^175]: SES AMERICOM Reply at 6.

[^176]: SES AMERICOM Reply at 8.

[^177]: *See,* *Intelsat LLC ORBIT Act Compliance Order* at 12286-88.

[^178]: *See*, ORBIT Act §§ 601(b)(2)

[^179]: *Intelsat LLC ORBIT Act Compliance Order* at 12288-12299, paras.
    22, 25-56.

[^180]: *Intelsat LLC ORBIT Act Compliance Order* at 12286-88, paras.
    17-22; and 12303, para. 71.

[^181]: *See, supra* Section III. D, paragraphs 27-31.

[^182]: Petition for Declaratory Ruling, *supra* note 1.

[^183]: 47 C.F.R. § 1.65.

[^184]: *See, supra* paragraph 10.

[^185]: *See, Amendment of the Commission's Space Station Licensing
    Rules and Policies*, First Report and Order and Further Notice of
    Proposed Rulemaking, 18 FCC Rcd 10760, paras. 326-327 (2003).