Before the

FEDERAL COMMUNICATIONS COMMISSION

Washington, D.C. 20554

In the Matter of )

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File No. ITC-97-222

)

Application for authority under )

Section 753(c) of the International )

Maritime Satellite Act and Section )

214 of the Communications Act of )

1934, as amended, to establish )

channels of communication between )

land earth stations at Brewster, )

Washington, Santa Paula, California, )

Southbury, Connecticut and )

Clarksburg, Maryland and Inmarsat )

Third generation satellites in the Atlantic )

Ocean Region-West and Pacific Ocean )

Region in support of Federal Aviation )

Administration's Wide Area )

Augmentation System )

)

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File Nos. SES-MOD-19980217-00197

) SES-LIC-19970520-00657

) SES-LIC-19980211-00183

For authority to permit communications ) SES-LIC-19980211-00182

via its land earth stations at Brewster, ) SES-LIC-19980217-00202

Washington, Santa Paula, California, ) SES- LIC-19970812-01108

Southbury, Connecticut and Clarksburg, ) SES- MOD-19990709-01203

Maryland and Inmarsat, Ltd. Third )

generation satellites in the Atlantic )

Ocean Region-West and Pacific Ocean )

Region in support of the Federal Aviation )

Administration's Wide Area )

Augmentation System )

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File Nos. SES-AMD-19990108-00012

) SES-AMD-20000501-00719 ) SES-AMD-19990108-00015

) SES-AMD-20000501-00695

For authority to permit communications ) SES-AMD-19990108-00041

via its land earth stations at Brewster, ) SES-AMD-20000501-00720

Washington, Santa Paula, California, ) SES-AMD-19990108-00011

Southbury, Connecticut and Clarksburg, ) SES-AMD-20000501-00721

Maryland and Inmarsat, Ltd. third ) SES-AMD-19990108-00016

generation satellites for the provision of ) SES-AMD-20000501-00722

mobile satellite services ) SES-MOD-19990108-00051

) SES-AMD-20000501-00701

) SES-MOD-19990108-00071

) SES-AMD- 19990405-00425

) SES-AMD- 20000501-00703

) SES-MOD-19990108-00075

) SES-AMD- 19990405-00426

) SES-AMD-20000501-00699

) SES-MOD-19990108-00017

) SES-AMD-20000501-00711

) SES-AMD-19990108-00013

) SES-AMD-20000501-00723

) SES-MOD-19990108-00048

) SES-AMD- 19990405-00423

) SES-AMD-20000501-00718

) SES-MOD-19990108-00055

) SES-AMD-20000501-00702

) SES-MOD-19990108-00024

) SES-AMD- 19990405-00428

) SES-AMD-20000501-00704

) SES-MOD-19990108-00018

) SES-AMD-19990405-00424

) SES-AMD-20000501-00717

) SES-MOD-19990108-00062

) SES-AMD-20000501-00712

) SES-MOD-19990108-00020 ) SES-AMD-19990405-00429

) SES-AMD-20000501-00716

)

)

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File No. SES-LIC-19990924-01627

)

Application for authority to operate one )

1.8-meter transmit-only land earth station )

at Santa Paula, California, to provide )

TT&C operations with the Inmarsat 3F3 )

Satellite )

)

)

COMSAT GENERAL CORPORATION ) File No. SES-MOD-20000313-00409

)

Application for authority to modify its )

existing 2.4-meter land earth station at )

Sunset Beach, HI, to add INMARSAT )

Ltd.-2 and 3 satellites in the Pacific )

Ocean Region )

)

)

STRATOS MOBILE NETWORKS )

(USA), LLC ) File Nos. SES-MOD-19990108-00009

) SES-AMD-20000426-00663

For authority to permit communications ) SES-MOD-19990108-00010

via its land earth stations at Alameda, ) SES-AMD-20000426-00664

California and Staten Island, New York ) SES-MOD-19990108-00083

and Inmarsat Ltd. satellites for the ) SES-AMD-20000426-00655

provision of mobile satellite services )

)

)

COMSAT CORPORATION )

)

Application for authority pursuant ) File No. SAT-ITC-20000605-00103

to Section 214 of the Communications )

Act of 1934, as amended, to provide )

U.S. domestic land mobile and )

aeronautical satellite services via )

Inmarsat Ltd. satellites )

)

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File No. SES-LIC-20000609-00944

)

Application for blanket authority to )

operate up to 1000 Inmarsat M-4 )

mobile earth terminals using )

Inmarsat Ltd. satellites )

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File No. SES-LIC-20000609-00946

)

Application for blanket authority to )

operate up to 1000 Inmarsat Mini-M )

mobile earth terminals using )

Inmarsat Ltd. satellites )

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File No. SES-LIC-20000609-00947

)

Application for blanket authority to )

operate up to 1000 Inmarsat-M )

mobile earth terminals using )

Inmarsat Ltd. satellites )

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File No. SES-LIC-20000609-00948

)

Application for blanket authority to )

operate up to 1000 Inmarsat-C )

mobile earth terminals using )

Inmarsat Ltd. satellites )

)

COMSAT CORPORATION )

d/b/a COMSAT MOBILE )

COMMUNICATIONS ) File No. SES-LIC-20000609-00949

)

Application for blanket authority to )

operate up to 1000 Inmarsat-B )

mobile earth terminals using )

Inmarsat Ltd. Satellites )

)

)

MARINESAT COMMUNICATIONS )

NETWORK, INC. d/b/a )

STRATOS COMMUNICATIONS ) File No. SES-MSC-20000426-00861

)

Application pursuant to Section 214 )

of the Communications Act of 1934, )

as amended, for authority to provide )

services to M4 mobile earth terminals )

using Inmarsat Ltd. satellites )

)

MARINESAT COMMUNICATIONS )

NETWORK, INC. d/b/a )

STRATOS COMMUNICATIONS ) File No. SES-LIC-20000426-00630

)

Application for blanket license to )

operate up to 1000 Inmarsat M-4 )

mobile earth terminals using Inmarsat Ltd. )

satellites )

)

)

MARINESAT COMMUNICATIONS )

NETWORK, INC. d/b/a )

STRATOS COMMUNICATIONS ) File No. SES-MSC-20010220-00349

)

Application pursuant to Section 214 )

of the Communications Act of 1934, )

as amended, for authority to provide )

domestic land mobile satellite services )

to Inmarsat B, M, Mini-M, and C mobile )

earth terminals using Inmarsat Ltd.-3 )

satellites in the East and West Atlantic )

Ocean Regions )

)

)

MARINESAT COMMUNICATIONS )

NETWORK, INC. d/b/a )

STRATOS COMMUNICATIONS ) File No. SES-LIC-20010221-00360

)

Application for blanket license to )

operate up to 1000 Inmarsat M )

mobile earth terminals using Inmarsat )

Ltd.-3 satellites in the East and )

West Atlantic Ocean Regions )

)

)

MARINESAT COMMUNICATIONS )

NETWORK, INC. d/b/a )

STRATOS COMMUNICATIONS ) File No. SES-LIC-20010221-00361

)

Application for blanket license to )

operate up to 1000 Inmarsat Mini-M )

mobile earth terminals using Inmarsat )

Ltd.-3 satellites in the East and )

West Atlantic Ocean Regions )

)

MARINESAT COMMUNICATIONS )

NETWORK, INC. d/b/a )

STRATOS COMMUNICATIONS ) File No. SES-LIC-20010221-00362

)

Application for blanket license to )

operate up to 1000 Inmarsat B )

mobile earth terminals using Inmarsat )

Ltd.-3 satellites in the East and )

West Atlantic Ocean Regions )

)

MARINESAT COMMUNICATIONS )

NETWORK, INC. d/b/a )

STRATOS COMMUNICATIONS ) File No. SES-LIC-20010221-00363

)

Application for blanket license to )

operate up to 1000 Inmarsat C )

mobile earth terminals using Inmarsat )

Ltd.-3 satellites in the East and )

West Atlantic Ocean Regions )

)

HONEYWELL, INC. ) File No. SES-LIC-20000403-00534

)

Application for blanket license )

to operate up to 500 mobile earth )

stations using Inmarsat Ltd. )

satellites )

)

)

DEERE & COMPANY ) File No. SES-LIC-20010112-00051

)

Application for blanket authority to )

operate up to 10,000 receive- )

only domestic mobile earth stations )

that will receive transmissions )

from the Inmarsat II, F-2 satellite )

)

)

SITA INFORMATION ) File No. SES-MSC-20000209-01020

COMPUTING CANADA, INC. )

)

Application pursuant to Section 214 )

of the Communications Act of 1934, )

as amended, for authority to provide )

resale and facilities-based domestic )

and international services )

)

IDB MOBILE COMMUNICATIONS )

INC. ) File No. ITC-214-19981214-00859

)

Application pursuant to Section 214 )

of the Communications Act of 1934, as )

amended, to provide domestic )

aeronautical mobile satellite services )

via Inmarsat satellite system

# MEMORANDUM OPINION, ORDER AND AUTHORIZATION {#memorandum-opinion-order-and-authorization .unnumbered}

Adopted: September 24, 2001 Released: October 9, 2001

By the Commission: Commissioner Abernathy issuing a separate statement.

TABLE OF CONTENTS

[Paragraph]{.underline}

I.  Introduction 1-2

II. Background

A. Inmarsat 3

B. AMSC 4

C. L-Band Coordination Agreement 5-6

D. World Trade Organization Agreement and DISCO II 7

E. The ORBIT Act and Inmarsat Privatization 8-11

F. The Applications 12-17

III. Discussion 18

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A.  ORBIT Act Analysis 19

> 1\. ORBIT Requirements 19-22
>
> 2\. Comments on ORBIT Act Issues 23-33
>
> 3\. Standard of Review under the Act 34-38
>
> 4\. Review of Criteria 39-56
>
> 5\. Exlusive Arrangements 57
>
> 6\. ORBIT Act Conclusions 58-60

# DISCO II Analysis 61

> 1\. Competition Issues 62-64
>
> 2\. Spectrum Availability 65-81
>
> 3\. Technical Requirements 82-93

4.  Law Enforcement, National Security, and

> Public Safety Concerns 94-103

5\. Other Issues 104-107

IV\. Conclusion 108

## V. Ordering Clauses 109-124 {#v.-ordering-clauses-109-124 .unnumbered}

Appendix A: Description of Applications

Appendix B: Applications to Modify Existing Land Earth

> Stations

Appendix C: Applications Seeking Authority to Operate Mobile

> Earth Stations

Appendix D: Application to Operate Land Earth Stations in

> Support of Wide Area Augmentation System (WAAS)

### I. INTRODUCTION {#i.-introduction .unnumbered}

1.  By this order, we grant Comsat Corporation, Comsat Corporation d/b/a
    Comsat Mobile Communications, Marinesat Communications Network d/b/a
    Stratos, Stratos Mobile Networks, LLC, IDB Mobile Communications
    Inc,[^1] Honeywell, Inc. (Honeywell), Deere & Company (Deere), and
    SITA Information Computing Canada (SITA) authority to operate a
    variety of mobile earth terminals (METs) to provide domestic and
    international Mobile Satellite Service (MSS)[^2] via the privatized
    Inmarsat Ltd. (now d/b/a Inmarsat, plc) satellite system using
    L-band frequencies.[^3] We also modify the land earth station
    (LES)[^4] licenses of Comsat and Stratos to permit domestic and
    international access to Inmarsat Ltd. satellites in conjunction with
    authorized METs. Grant of these applications will serve the public
    interest by increasing competition and providing additional services
    for U.S. consumers.

2.  After providing some background concerning these applications and
    relevant Commission decisions, this Order and Authorization
    addresses issues raised by the applications. We first address
    whether Inmarsat has privatized consistent with the non-IPO
    requirements of the Open-Market Reorganization for the Betterment of
    International Telecommunications Act (ORBIT Act).[^5] We then turn
    to spectrum availability, technical, national security and law
    enforcement and other issues raised by these applications.

## BACKGROUND

#### INMARSAT

3.  The International Maritime Satellite Organization (Inmarsat) was an
    intergovernmental organization created in 1978 to develop a global
    maritime satellite system to meet commercial maritime and safety
    communications needs of the United States and foreign countries. In
    the United States, Inmarsat space segment has been used primarily
    for the provision of maritime mobile satellite service (MMSS). Much
    of the MMSS use has been concentrated in the lower L-band. In
    limited instances, the Commission has also authorized use of
    Inmarsat space segment for the provision of domestic MSS, including
    land mobile satellite service (LMSS), to address emergency or other
    short-term and otherwise unsatisfiable communications needs.[^6] The
    Commission has also authorized certain aeronautical mobile uses.[^7]

#### AMSC

4.  AMSC Subsidiary Corporation (AMSC) was formed after the Commission
    determined that the available L-Band spectrum could support only one
    U.S. space station licensee, and directed the applicants in an
    L-Band processing round to form a consortium.[^8] In 1989, the
    Commission granted AMSC authority to construct, launch, and operate
    a three-satellite geostationary-satellite MSS system to operate in
    28 megahertz (14 megahertz in each transmission direction) of L-band
    spectrum.[^9] AMSC was authorized to operate in the \"upper\"
    portion of the L-band only, specifically the 1545-1559 MHz and
    1646.5-1660.5 MHz bands, subject to international coordination. AMSC
    also sought authority to operate in the lower L-band, and currently
    operates some METs in the lower L-band pursuant to a grant of
    temporary authority.[^10] AMSC currently operates one satellite,
    AMSC-1, at 101º W.L., and recently changed its named to Motient
    Services, Inc. (Motient).

#### L-Band Coordination Agreement

5.  In North America and nearby international airspace and maritime
    areas, five satellite operators, including Motient, currently
    provide service in the L-band's 66 megahertz (33 megahertz in each
    transmission direction) MSS allocation.[^11] Under the Radio
    Regulations of the International Telecommunication Union (ITU),
    operators of satellite systems are required to coordinate their
    spectrum use to prevent interference to, and receive protection
    from, other systems.[^12] International coordination of the L-band
    frequencies has been difficult because the stated requirements of
    the five systems involved in the coordination far exceed the 66
    megahertz of spectrum available.

6.  In June 1996, after seven years of negotiations, the operators
    recognized that they would not be able to reach a long-term
    coordination agreement that would accommodate their business plans.
    As a result, the United States, Canada, Mexico, Russia, and
    Inmarsat[^13] developed and agreed upon a unique framework to
    facilitate annual spectrum assignment agreements among the
    operators.[^14] Pursuant to this agreement, often referred to as the
    Mexico City Agreement, the operators then signed an arrangement
    based upon current and projected traffic levels of each system, to
    be revisited annually. The 1996 operator-to-operator agreement
    provided each system with an amount of spectrum based upon its
    current and projected near-term traffic requirements. Unlike most
    international coordinations that create permanent assignments of
    specific spectrum, the operators\' assignments can change from year
    to year based on their marketplace needs. Significantly, each of the
    five operators received less spectrum than it had requested for its
    system, for its long-term use and, in some cases, less spectrum than
    it had been authorized to use by its respective administration. No
    operator-to-operator agreement has been in effect since year-end
    1999.

**D. World Trade Organization Agreement and DISCO II**

7.  The United States signed the World Trade Organization (WTO)
    Agreement on Basic Telecommunication Services in 1997. In the WTO
    Agreement, the United States committed to open its satellite market
    to foreign systems licensed by WTO-member countries to provide fixed
    and mobile satellite services (excluding direct-to-home
    fixed-satellite service).[^15] In November 1997, the Commission
    adopted the *DISCO II* *Order* which implements the United States\'
    satellite commitments made under the WTO Agreement. [^16] In *DISCO
    II*, we stated that we would consider requests to serve the U.S.
    market pursuant to our public interest mandate[^17] and identified
    public interest factors relevant to making this determination.[^18]
    *DISCO II* established two procedures under which foreign satellite
    systems could seek access to the United States. The first is via a
    space station processing round. The second procedure involves
    requests by U.S. earth station applicants and licensees to access
    the foreign satellite system where the system is "already operating
    and for which the international coordination process has been
    initiated."[^19]

**E. The ORBIT Act and Inmarsat Privatization**

8.  The ORBIT Act was enacted in March, 2000 to promote a competitive
    market for satellite communications services through a fully
    privatized INTELSAT and Inmarsat.[^20] It specifies a number of
    criteria for determining whether privatization is pro-competitive.
    Inmarsat privatized on April 15, 1999, prior to enactment of the
    ORBIT Act. The privatization entailed the transfer of the
    operational assets of the intergovernmental Inmarsat to a
    newly-created U.K. stock corporation, Inmarsat Holdings Ltd.
    Inmarsat Holdings Ltd. was renamed Inmarsat Ventures, Ltd., a
    private holding company. Inmarsat Ventures, Ltd., in turn, has an
    operating company subsidiary, Inmarsat Ltd., which is also an U.K.
    corporation. In anticipation of conducting an Initial Public
    Offering (IPO), Inmarsat Ventures, Ltd. was converted to a public
    limited company, Inmarsat Ventures, PLC.[^21]

9.  In deciding to privatize, the Inmarsat Assembly of Parties
    (comprised of the governments party to the Inmarsat Convention)
    decided to amend the Inmarsat Convention to leave in place a
    residual intergovernmental organization, the International Mobile
    Satellite Organization, now known by the acronym IMSO. IMSO's
    responsibility is to ensure continued provision of certain public
    services, principally those of the global maritime distress and
    safety system (GMDSS). This is done through a contractual
    relationship between IMSO and both Inmarsat Ventures, Ltd., and
    Inmarsat Ltd. The United States formally accepted the amendments to
    the Inmarsat Convention on February 13, 2001.[^22]

10. Upon Inmarsat's privatization, Comsat and Stratos filed applications
    to modify the licenses of their LESs in the United States to reflect
    operation with the new private company. The International Bureau
    authorized Comsat and Stratos to continue operations with the new
    private company on a temporary basis pending enactment of
    legislation to authorize U.S. participation in IMSO and to eliminate
    provisions of the Communications Satellite Act no longer necessary
    or relevant to operation of the new private company in the United
    States.[^23] The temporary authorizations have been renewed
    periodically pending action on the underlying applications for
    permanent authority.[^24]

11. Following enactment of the ORBIT Act, the Commission requested that
    Comsat and Stratos supplement their applications to address the
    privatization criteria established in the ORBIT Act.[^25] The issues
    raised under the ORBIT Act by those applications are also raised by
    the separate applications filed by Comsat, Stratos, SITA, Honeywell
    and Deere and Co. requesting authority to provide various land
    mobile and aeronautical services in the United States via Inmarsat.

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F.  **The Applications**

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12. The applications request authority to provide domestic and
    international MSS via a variety of METs and LESs that will access
    the Inmarsat Ltd. satellite system. The applications fall into the
    following categories: [^26]

13. [Mobile Earth Terminals (METs)]{.underline}. Comsat and Stratos seek
    blanket authority to operate Inmarsat-B,-C,-M, Mini-M, and M4
    METs,[^27] with Inmarsat satellites for the provision of domestic
    services in portions of the 1626.5-1660.5 MHz and 1525-1559 MHz
    bands. The Inmarsat METs will be used to provide voice, data and fax
    services, enabling customers to access the public switched telephone
    network (PSTN) and Internet services. To the extent that these
    terminals will provide aeronautical services, the services will not
    be safety-related.

14. SITA, Honeywell, and Deere propose various services. SITA intends to
    provide an air-to-ground and ground-to-air non-safety-related
    aeronautical telecommunications service that will allow end users to
    make domestic and international calls to and from aircraft
    (commercial passenger aircraft, corporate aircraft, cargo aircraft
    and government aircraft) in flight.[^28] Honeywell will use its METs
    via existing LESs to enable flight personnel or passengers on
    private aircraft to engage in non-safety related voice, data, and
    facsimile communications during flight.[^29] Deere proposes to
    operate up to 10,000 receive-only mobile earth stations to receive
    communications from Inmarsat's II F2 satellite at 98° W.L. through
    the LES at Laurentides, Canada, on the frequency of 1536.16 MHz.
    These mobile earth stations support Deere's GreenStar^TM^ precision
    farming service. The service uses the Global Positioning System
    (GPS) operated by the Department of Defense to determine the
    longitude and latitude of each MET location where data is collected,
    and augments GPS to increase the accuracy of the data
    collected.[^30]

15. [Land Earth Stations (LESs)]{.underline}. Comsat and Stratos seek
    permanent modification of their licensed LESs that support
    communications between METs and the Inmarsat system for the
    provision of international MSS. Comsat operates LES facilities at
    Brewster, Washington, Santa Paula, California, Southbury,
    Connecticut, Sunset Beach, Hawaii, and Clarksburg, Maryland. Stratos
    operates LES facilities at Alameda, California and Staten Island,
    New York.[^31]

16. Comsat also requests permanent authority to use designated LESs in
    support of the Federal Aviation Administration's (FAA) Wide Area
    Augmentation System (WAAS). The WAAS system involves the
    transmission of positioning information originating from an FAA
    central processing facility. Information is transmitted via a leased
    line to COMSAT land earth stations and then on a dedicated
    communications channel to an Inmarsat satellite in the Atlantic
    Ocean Region-West (AOR-W) or the Pacific Ocean Region (POR).[^32]
    The signal is broadcast by the Inmarsat satellite using L-band
    frequencies, and is available to any aircraft carrying a WAAS
    receiver. According to COMSAT, WAAS will make precision approach
    capability available at nearly all airports in the United States,
    will permit safe landings during low-visibility conditions and, when
    fully implemented, will become the primary means of navigation in
    U.S. airspace. In addition, WAAS will provide important information
    about the status of the GPS satellite constellation, and will be
    able to detect and ignore any corrupt or inaccurate signals.

17. Motient, GE American Communications, PanAmSat, and GlobalStar filed
    petitions to deny all of the applications based on Inmarsat's
    alleged failure to comply with the requirements of the ORBIT Act.
    Motient also argues that a grant of the applications will conflict
    with the Commission's spectrum management policies, violate a
    "freeze" currently in place on the acceptance of lower L-band
    applications, conflict with Commission technical requirements, and
    fail to adequately address law enforcement and national security
    concerns.

**III. DISCUSSION**

18. In considering the applications to operate METs and LESs to provide
    service in the United States using Inmarsat satellites, we must
    first determine whether the Inmarsat privatization is consistent
    with the criteria set forth in the ORBIT Act. If the Inmarsat
    privatization is consistent with the ORBIT Act, we must next
    determine whether the use of Inmarsat satellites satisfies the
    *DISCO II* public interest criteria for the use of non-U.S.
    satellites to provide service in the United States. As set forth
    below, we find that, subject to certain conditions, Inmarsat's
    privatization satisfies the ORBIT Act criteria. We also find that
    the provision of the proposed services via Inmarsat satellites
    satisfies the *DISCO II* public interest considerations.
    Consequently, we grant the pending applications subject to
    conditions.

### ORBIT Act Analysis 

###  {#section .unnumbered}

### 1. ORBIT Requirements {#orbit-requirements .unnumbered}

19. The ORBIT Act establishes criteria for privatization of INTELSAT and
    Inmarsat as well as spin-offs.[^33] As applied to Inmarsat, the
    ORBIT Act requires the Commission to determine when considering
    applications or requests to use Inmarsat for "non-core" services
    whether such use of Inmarsat in the United States will harm
    competition in the U.S. market.[^34] This determination is to be
    made in considering applications or requests to use the Inmarsat
    system to provide services to, from, or within the United States.
    Section 601(b)(1) provides:

> \(b\) LICENSING FOR INTELSAT, INMARSAT, AND SUCCESSOR ENTITIES.---
>
> " (1) Competition Test.---

(A) IN GENERAL. -- In considering the application of INTELSAT, Inmarsat,
    or their successor entities for a license or construction permit, or
    for the renewal or assignment or use of any such license or permit,
    or in considering the request of any entity subject to United States
    jurisdiction for authorization to use any space segment owned,
    leased, or operated by INTELSAT, Inmarsat, or their successor
    entities, to provide non-core services to, from, or within the
    United States, the Commission shall determine whether---

> \(ii\) after April 1, 2000, in the case of Inmarsat and its successor
> entities, Inmarsat and any successor entities have been privatized in
> a manner that will harm competition in the telecommunications markets
> of the United States."[^35]

20. The ORBIT Act provides general privatization criteria applicable to
    Inmarsat.[^36] It also provides specific criteria applicable to
    Inmarsat.[^37] The Act requires the Commission to apply these
    criteria in determining whether competitive harm would result from
    Inmarsat's provision of service in the United States. Section
    601(b)(2) provides:

> \(2\) CRITERIA FOR COMPETITION TEST. -- In making the determination
> required by paragraph (1), the Commission shall use the licensing
> criteria in sections 621, 622 and 624, and shall determine that
> competition in the telecommunications markets of the United States
> will be harmed unless the Commission finds that the privatization
> referred to in paragraph (1) is consistent with such criteria.[^38]

21. The licensing criteria set forth in the Act includes: 1) achieving
    independence through an Initial Public Offering (IPO) that
    substantially dilutes the aggregate ownership of former Signatories
    of Inmarsat (paras. 39-40 *infra*), and limitations on ownership by
    intergovernmental organizations (para. 41 *infra*);

2\) termination of privileges and immunities that Inmarsat had as an
intergovernmental organization (para. 42 *infra*); 3) conversion to a
stock corporation with a fiduciary board of directors (paras. 43-45
*infra*); (4) limitations on interlocking officers, directors, or
employees shared with any intergovernmental organization or any
Signatory or former Signatory of Inmarsat (paras. 46-48 *infra)*; (5) an
arms-length relationship between and among Inmarsat and any separated
entities or INTELSAT (para. 49 *infra*); [^39]

\(6\) incorporation in a country that is a Signatory to the WTO Basic
Telecommunications Agreement and that has effective laws and regulations
that secure competition in telecommunications services (paras. 50-51
*infra*); and (7) restrictions of Inmarsat's relationship with its
former affiliate (paras. 52-53 *infra*). The Orbit Act establishes
specific duties in privatizing consistent with these criteria (paras.
54-56 *infra*). And it also directs the Commission to construe criteria
in a manner consistent with the United States' WTO commitments (para. 38
*infra)*.[^40]

22. If the Commission determines that authorizing Inmarsat services will
    harm competition in the U.S. market, the ORBIT Act directs the
    Commission to "limit through conditions or deny such application or
    request, and limit or revoke previous authorizations to provide
    non-core services to, from or within the United States".[^41] The
    Act defines "non-core services" as services other than global
    maritime distress and safety services. It also classifies "non-core
    services" as other "existing" maritime or aeronautical services for
    which there are no alternative providers.[^42]

#### 2. Comments on ORBIT Act Issues {#comments-on-orbit-act-issues .unnumbered}

(a) Comsat and Stratos Applications to Modify Existing Earth Station
    Licenses

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23. PanAmSat filed a partial opposition to the applications of Comsat
    and Stratos to modify the licenses of their existing earth stations
    to reflect operation with Inmarsat. PanAmSat maintains that: (1) the
    Commission should hold Inmarsat to strict compliance with ORBIT Act
    criteria;[^43] (2) Inmarsat's privatization is inconsistent with two
    principle criteria -- restructuring of its Board of Directors and
    conducting an IPO; [^44] and (3) the Commission therefore should not
    grant full ten-year licenses for Comsat and Stratos to provide
    non-core services via their earth stations.[^45] PanAmSat argues
    that the Commission, at most, should only grant temporary authority
    pending full compliance with ORBIT Act criteria.[^46]

24. In comments supporting both the Comsat and Stratos applications,
    Inmarsat states that it is entitled to access to the U.S. market
    based on U.S. commitments under the WTO Basic Telecommunications
    Agreement.[^47] Inmarsat further states that it is in full
    compliance with the vast majority of the privatization criteria in
    the ORBIT Act and has reconstituted its Board of Governors and plans
    to hold an IPO consistent with the Act's requirements.[^48] It urges
    the Commission to grant the Comsat and Stratos applications to
    permit the provision of both core and non-core services in the
    United States.

25. Comsat and Stratos state in reply to PanAmSat that the Commission is
    required by the explicit terms of the ORBIT Act and by its *DISCO
    II* decision to accord Inmarsat the presumption of continued access
    to the U.S. market.[^49] They point out that Inmarsat is a private
    commercial company licensed and located in the United Kingdom that
    has made a full commitment under the WTO Agreement to open its
    market for satellite services. They also contend that Inmarsat is
    now structured in a manner consistent with ORBIT Act criteria and
    that Inmarsat will restructure its Board and conduct an IPO within
    the timeframe permitted by the ORBIT Act.[^50] They argue that the
    ORBIT Act permits the Commission to grant permanent authority to
    provide non-core services via Inmarsat subject to conditions that
    Inmarsat restructure its Board and conduct an IPO consistent with
    the ORBIT Act.[^51] Stratos also argues that the services subject to
    its application are core services under the ORBIT Act and therefore
    not subject to the Act's licensing criteria.[^52]

26. PanAmSat responds that the ORBIT Act requires strict rather than
    substantial compliance with the privatization criteria. It raises
    doubts that Inmarsat will restructure its Board or conduct an IPO
    consistent with the ORBIT Act.[^53] PanAmSat argues that granting
    Comsat and Stratos permanent authorizations would deprive the
    Commission of tools to encourage compliance with the
    legislation.[^54] It also contends that not all of Stratos's
    services can be considered core services.[^55]

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(b) Applications to Provide Mini-M, M-4 and Aeronautical Services

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27. Motient filed petitions to deny the Comsat applications to provide
    Mini-M and M-4 services, the Stratos applications to provide M-4
    services, the SITA and Honeywell applications to provide
    aeronautical services, and the Deere application to provide
    receive-only land mobile services. GE Americom and GlobalStar filed
    petitions to deny the Comsat applications. PanAmSat filed a petition
    to deny the Deere application.

28. Motient argues that Inmarsat has failed to comply with ORBIT Act
    criteria in a number of respects: (1) by not conducting an
    IPO;[^56] (2) by not restructuring its Board of Directors to a
    majority of members that are independent of Signatories or former
    Signatories;[^57] (3) by having a manager of a former Signatory
    serving as its CEO and as a Board member;[^58] (4) by having certain
    Inmarsat officers and managers who continue to hold shares in
    British Telecom (BT);[^59] and (5) by continuing to hold more than a
    one percent share in ICO.[^60] Motient also contends that other
    ORBIT Act considerations warrant dismissal of the above referenced
    applications.

29. GE Americom and Globalstar raise many of the same issues as Motient
    with respect to consistency with the ORBIT Act. GE Americom
    maintains that the ORBIT Act does not give Inmarsat additional time
    beyond the privatization deadline specified in the Act to
    restructure its board of directors consistent with the requirements
    of the Act.[^61] GE Americom argues that the criteria in the Act
    addressing conversion to a stock corporation and make-up of
    Inmarsat's Board of Directors is subject to the July 1, 2000 overall
    privatization deadline and not the deadlines in the IPO provisions
    of the Act.[^62] Globalstar maintains that Inmarsat must conduct an
    IPO before Comsat's applications may be granted. [^63] It also
    states that Comsat has failed to show that Inmarsat has complied
    with the same provisions of the Act identified by Motient.[^64]
    Globalstar further asserts that authorization of Inmarsat's
    provision of domestic land mobile and aeronautical services in the
    U.S. is precluded because these services must be considered as
    "additional services" which may not be authorized under the Act
    until Inmarsat has complied with the Act's privatization
    criteria.[^65]

30. In opposition, Comsat, Stratos, SITA and Honeywell all contend that
    the Commission should find Inmarsat's privatization is "consistent
    with" the ORBIT Act. They contend that the Commission has discretion
    under this standard and is not required to find that each and every
    one of the criteria is satisfied.[^66] They also argue that Inmarsat
    is planning to conduct its IPO within the time frame provided in the
    Act,[^67] and is compliant with other criteria in the Act. They
    state that: (1) Inmarsat plans to restructure its fiduciary board in
    a manner consistent with the Act prior to its IPO;[^68] (2)
    Inmarsat's CEO is not disqualified from serving as a Board member by
    having been a manager of a former Signatory under the provision of
    the Act cited by Motient;[^69] (3) Inmarsat's ownership in ICO is
    now less than one-tenth of one percent following ICO bankruptcy
    proceeding and therefore consistent with the Act;[^70] and (4) the
    Commission has discretion to permit a *de minimis* financial
    interest in former Signatories by Inmarsat officers and
    managers.[^71] They additionally contend that other considerations
    merit grant of these applications on a permanent basis, including
    the current unavailability of the services they propose to provide
    and U.S. obligations under the WTO Agreement.[^72]

31. Deere also contends that the ORBIT Act's "consistent with" standard
    does not require that all privatization criteria must be met before
    the Commission may issue licenses.[^73] Deere argues that the
    Commission only need take into consideration the Act's privatization
    criteria when reviewing applications and, in doing so, weigh
    satisfaction of the criteria when making its public interest
    findings.[^74] Deere maintains that the Commission may authorize,
    subject to conditions, all services other than "additional services"
    as defined by the Act during a transition to full
    privatization.[^75] And, it argues that Inmarsat has now met all
    ORBIT Act privatization criteria other than conducting an IPO.[^76]

32. In reply, Motient maintains that Inmarsat must meet all ORBIT Act
    privatization criteria for the applications before us to be
    granted.[^77] Motient states that the Act requires actual compliance
    and not mere statement of intent to comply in the future. It urges
    the Commission to take into account past anti-competitive conduct by
    Inmarsat and either deny the applications or impose the conditions
    that Motient has requested. [^78]

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(c) Additional Inmarsat Filings

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33. In connection with the applications before us, Inmarsat provided
    additional information on its progress toward restructuring its
    Board of Directors and conducting an IPO consistent with ORBIT Act
    criteria. In a January 5, 2001 letter, Inmarsat states that, on
    October 30, 2000, a meeting of shareholders approved a restructuring
    plan that will entail a Board consisting of 13 directors, no more
    than five of whom will be officers, directors or employees of, or
    otherwise represent former Inmarsat Signatories.[^79] Inmarsat also
    provides information as to the identity and background of the Board
    members who will be in office at the time of the IPO.[^80] In a
    March 21, 2001 letter, Inmarsat states that five board members who
    were employees of former Signatories of Inmarsat had resigned,
    leaving a board comprised of 13 directors, only five of whom are in
    any way affiliated with former Signatories.[^81] It also reaffirms
    that none of its directors, officers or managers, is a director,
    officer or manager of an IGO, including IMSO, and none of its
    officers and managers held officer or manager positions with former
    Signatories.[^82]

#### 3. Standard of Review under the Act {#standard-of-review-under-the-act .unnumbered}

34. The intent of the ORBIT Act is to promote a fully competitive market
    for satellite communications services through the pro-competitive
    privatization of INTELSAT and Inmarsat. In order to fulfill this
    intent, the ORBIT Act requires the Commission to find that
    competition in the U.S. telecommunications market will be harmed
    unless Inmarsat's privatization is "consistent with" the criteria
    specified in Sections 621 and 624 of the Act. These criteria are
    detailed for legislative action and set a high standard that
    reflects Congress's concern that the Commission only allow a
    pro-competitive privatized Inmarsat into the U.S. market. We will
    therefore carefully examine each of the criteria before concluding
    whether, as a whole, the proposed privatization meets the standards
    of Sections 621 and 622.

35. We recently addressed the standard of review under the ORBIT Act in
    our *INTELSAT ORBIT Act Compliance Order*.[^83] As with INTELSAT, we
    review the Inmarsat privatization to determine whether it is
    "consistent with" all of the criteria identified in Sections 621 and
    624 taken as a whole. When preceding the preposition "with," the
    courts recognize "consistent" as meaning "agreeing" or according in
    substance or in a form that is congruous or compatible.[^84] In the
    context of applying the ORBIT Act criteria, we construe the
    "consistent with" standard as inferring a degree of flexibility by
    requiring "congruity or compatibility." [^85] This flexibility
    allows us to avoid frustrating Congressional intent to enhance
    competition in the U.S. telecommunications market by an overly
    narrow interpretation.[^86] Also, applying this reasonably flexible
    standard will allow the Commission to act in accordance with Section
    601(c) which requires the Commission to construe the licensing
    requirements of the Act in accordance with United States trade
    obligations under the General Agreement on Trade in Services
    (GATS).[^87] We therefore disagree with Motient and PanAmSat that
    the "consistent with" standard requires Inmarsat's strict compliance
    with each and every criteria specified in the Act. As shown below,
    we have reviewed the privatization plans in light of each of the
    criteria in Sections 621 and 624 of the Act and conclude that, as a
    whole, Inmarsat's privatization is consistent with those sections
    and achieves the purpose of the Act.

36. We also disagree with Deere that the discretion permitted by the
    "consistent with" standard in the Act means that we only take into
    consideration the Act's privatization criteria among the factors
    under our public interest standard in issuing licenses. Nor do we
    agree that we can authorize "non-core" services without making an
    ORBIT Act finding required by Section 601(b)(1). The Act requires a
    threshold Commission determination as to whether competition in the
    U.S. market will be harmed by grant of an application or request to
    provide non-core services via Inmarsat. That determination must be
    made based on satisfaction of the privatization criteria in the Act.
    The Commission then may authorize "non-core" services in the U.S.
    via Inmarsat if it finds that competition will not be harmed and
    such authorization is otherwise in the public interest. Upon a
    finding that competition will be harmed, however, the Commission is
    directed to "limit through conditions or deny" applications or
    requests to provide non-core services via Inmarsat.

37. The ORBIT Act does provides additional direction to the Commission.
    Section 601(b)(1)(D) provides:

> "(D) RULE OF CONSTRUCTION.---Nothing in this subsection is intended to
> preclude the Commission from acting upon applications of INTELSAT,
> Inmarsat, or their successor entities prior to the latest date set out
> in section 621(5)(A), including such actions as may be necessary for
> the United States to become the licensing jurisdiction for INTELSAT,
> but the Commission shall condition a grant of authority pursuant to
> this subsection upon compliance with sections 621 and 622.

In the *INTELSAT ORBIT Act Compliance Order*, the Commission construed
this provision to mean that it could authorize INTELSAT services prior
to privatized INTELSAT conducting an IPO under the time frame provided
in the Act, [i.e.]{.underline}, the "date set out in Section
621(5)(A)."[^88] It reached the same conclusion with respect to
Inmarsat.[^89] In granting any such authorization, we would assess
whether Inmarsat's privatization is "consistent" with other criteria in
the Act and impose such conditions as may be necessary to ensure
compliance with Section 621 of the Act. We have previously rejected
Motient's argument that Section 601(b)(1)(D) applies only to
applications filed by Inmarsat itself and not to other entities such as
the applicants before us.[^90] Under Motient's reading of the provision,
the Commission would be able to authorize Inmarsat services in the U.S.
market pending an IPO but not act on applications of its U.S. customers
to operate earth stations with Inmarsat satellites. This result would
frustrate the purpose of the provision. The purpose of the provision is
to give the Commission discretion to authorize use of Inmarsat services
pending conduct of an IPO under favorable market conditions within the
time frame provided in the Act. The Act does not intend to penalize
Inmarsat or its users by delaying access to the U.S. market pending an
IPO if Inmarsat privatization is otherwise consistent with the Act's
criteria.[^91]

38. Further, our action now granting the earth station applications
    before us carries out the intent of Section 601(c) of the ORBIT Act,
    which requires the Commission to construe Section 601(b) "in a
    manner consistent with the United States obligations and commitments
    for satellite services under the Fourth Protocol to the General
    Agreement on Trade in Services." The Commission implements the WTO
    Agreement with respect to satellite services through its *DISCO II*
    decision[^92][^93] In *DISCO II* the Commission decided not to
    require separate (and duplicative) U.S. licenses for space stations
    under the jurisdiction of another licensing or coordinating
    administration. Rather, it decided to consider access by non-U.S.
    satellite operators to the U.S. either through processing rounds,
    where applicable, or by the earth station licensing process
    independent of processing rounds.[^94] The ORBIT Act did not change
    this regulatory scheme. Inmarsat is licensed by the U.K. There is no
    applicable processing round here. We therefore consider Inmarsat
    access to the U.S. market under ORBIT through the applications now
    before us. Thus, notwithstanding a finding that Inmarsat's
    privatization is consistent with ORBIT Act criteria, there could be
    no provision of service to, from or within the United States by
    Inmarsat without action on these applications under *DISCO II*. This
    is because any finding under the ORBIT Act that Inmarsat is
    qualified to serve the U.S. market would be operationally
    meaningless without a corresponding grant of the related earth
    station applications seeking to access Inmarsat space segment (no
    communication to or from the satellite is possible without an
    approved ground segment or earth station capacity). We do not
    believe that Congress intended that the Commission's determinations
    and licensing actions should endorse an approach (such as suggested
    by Motient) that would effectively negate the intent of Section
    601(c). Hence, grant of the earth station applications here is
    necessary to carry out Section 601(c) of the ORBIT Act.

**4. Review of Criteria**

> \(a\) Independence

39. The Act requires Inmarsat to be an independent commercial entity and
    have a pro-competitive ownership structure.[^95] Independence is to
    be achieved, in part, through an initial public offering to be
    conducted by October 1, 2000, unless the date is extended by the
    Commission to no later than December 31, 2001.[^96] The purpose of
    the IPO is to "substantially dilute the aggregate ownership" in
    Inmarsat of Signatories or former Signatories of Inmarsat.[^97] The
    Act requires the Commission to determine whether a public offering
    attains such substantial dilution taking into account the purposes
    and intent, privatization criteria, and other provisions in the Act,
    as well as market conditions.[^98] The Act provides in part:

> \["The privatized successor entities of ...Inmarsat"\] shall operate
> as independent commercial entit\[ies\], and have a pro-competitive
> ownership structure. \[Inmarsat\] shall conduct an initial public
> offering in accordance with paragraph (5) to achieve such
> independence. Such offering shall substantially dilute the aggregate
> ownership of \["The privatized successor entities of ...Inmarsat"\] by
> such signatories or former signatories. In determining whether a
> public offering attains such substantial dilution, the Commission
> shall take into account the purposes and intent, privatization
> criteria, and other provisions of this title, as well as market
> conditions."[^99]

40. In October, 2000, the Commission granted a request from Inmarsat for
    an extension of the original July 1, 2000 IPO deadline to July 1,
    2001.[^100] We recently granted a further extension to December 31,
    2001.[^101] For purposes of authorizing use of Inmarsat services at
    this time, we will condition the authorizations upon Inmarsat's
    compliance with Section 621 of the Act, and further make them
    subject to limitation and revocation under Section 601(b)(1) should
    Inmarsat fail to conduct an IPO as required by Section 621. We will
    require Inmarsat to 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) of the Act. We will place this
    filing on public notice and make a determination and take any
    appropriate action under the Act, if any is required based on our
    determination. As discussed above, however, the pendency of
    Inmarsat's IPO does not preclude us from permitting use of Inmarsat
    services in the United States provided that we find Inmarsat's
    privatization "consistent with" the other criteria in Sections 621
    and 624 of the Act.

\(b\) Prohibition on IGO Ownership

41. Section 621(2)(A) of the Act precludes an intergovernmental
    organization from having "more than a minimal ownership interest in
    Inmarsat or the successor or separate entities of Inmarsat." As
    noted above, Inmarsat has a contractual relationship with IMSO, the
    intergovernmental organization created to monitor Inmarsat's
    continued provision of certain "public services," principally those
    of the global maritime distress and safety system (GMDSS).[^102]
    IMSO has a "special share" in Inmarsat that confers neither a right
    to participate in the profits nor normal voting rights. This share
    would allow IMSO to veto certain actions by Inmarsat that might
    threaten the GMDSS.[^103] IMSO has no operational telecommunications
    or commercial functions of its own. No party in this proceeding has
    objected to the special share held by IMSO. We find that the
    existence of the special share to be a "minimal ownership" within
    the intent of the Act. Moreover, the "special share" provides a
    useful tool for the United States and other members of IMSO "to
    preserve space segment capacity of the GMDSS" as required by Section
    624(3) of the Act.[^104]

\(c\) Termination of Privileges and Immunities

42. Section 621(3) prohibits extension to Inmarsat of preferential
    treatment like that previously accorded by national governments and
    the Inmarsat Convention when Inmarsat was an Intergovernmental
    organization. The section provides:

> \(3\) TERMINATION OF PRIVILEGES AND IMMUNITIES.---The preferential
> treatment of INTELSAT and Inmarsat shall not be extended to any
> successor entity or separated entity of INTELSAT or Inmarsat. Such
> preferential treatment includes---
>
> \(A\) privileged or immune treatment by national governments;
>
> \(B\) privileges or immunities or other competitive advantages of the
> type accorded INTELSAT and Inmarsat and their Signatories through the
> terms and operation of the INTELSAT Agreement and the associated
> Headquarters Agreement and the Inmarsat Convention; and
>
> \(C\) preferential access to orbital locations. Access to new, or
> renewal of access to, orbital locations shall be subject to the legal
> or regulatory processes of a national government that applies due
> diligence requirements intended to prevent the warehousing of orbital
> locations.[^105]

Inmarsat does not have privileges and immunities of the type currently
accorded to the former intergovernmental organization.[^106] Inmarsat
will operate in the U.S. market subject to the same laws that apply to
U.S. satellite service providers. It has no immune treatment from the
Inmarsat Convention that provides for the creation of IMSO.[^107] The
U.K. government has not accorded it privileges and immunities. Inmarsat
is subject to regulatory authority of the U.K. Government. The
Radiocommunications Agency of the Department of Trade and Industry has
due diligence requirements on operation of satellites under the U.K.
jurisdiction intended to prevent warehousing of orbital locations and
spectrum resources. The Radiocommunications Agency requires
construction, launch and operation of a proposed satellite system in
conformance with the time scales containing the applicants' business
plan.[^108] Failure to comply could result in cancellation of filings
with the ITU. We find that Inmarsat meets the requirements set forth in
Section 621(3) of the ORBIT Act.

\(d\) Conversion to Stock Corporation

43. The ORBIT Act requires that privatized Inmarsat be a "national
    corporation or similarly accepted commercial structure, subject to
    the laws of the nation in which incorporated."[^109] This
    requirement has been satisfied. Upon its privatization in 1999,
    Inmarsat transferred its assets (satellites, associated facilities,
    headquarters building, etc.) to the newly created private company,
    incorporated in the United Kingdom.[^110] Inmarsat Signatories were
    allocated shares in the corporation in proportion to their
    investment shares in Inmarsat. A shareholders' agreement reflected
    the intent to have an IPO at a later date. The newly created company
    became the owner and operator of the satellites previously owned and
    operated by Inmarsat. Customer and other contracts held by the IGO
    were novated to the private company. The newly created company is
    fully subject to the laws of the United Kingdom.

44. Section 621(5)(D)(i) of the Act also requires that privatized
    Inmarsat "have a board of directors with a fiduciary
    obligation."[^111] Under U.K. law, the Inmarsat board of directors
    must have fiduciary duties to the company.[^112]

45. Section 621(5)(B) of the Act requires that Inmarsat be listed for
    trading on one or more major stock exchanges with transparent and
    effective securities regulation.[^113] Inmarsat states that it is
    likely to list shares on Nasdaq on the New York Stock
    Exchange.[^114] We will require Inmarsat to confirm the exchange on
    which it lists shares following its IPO.

\(e\) Limitations on Interlocking Directors, Officers and Managers

46. The Act places limitations on interlocking directors, officers,
    employees and managers with any intergovernmental organization or
    any Signatory or former Signatory of Inmarsat when it was an
    intergovernmental organization. Section 621(5)(C) provides:

> \(C\) A majority of the members of the board of directors of any
> successor entity or separated entity shall not be directors,
> employees, officers, or managers or otherwise serve as representatives
> of any signatory or former signatory. No member of the board of
> directors of any successor or separated entity shall be a director,
> employee, officer or manager of any intergovernmental organization
> remaining after the privatization.[^115]

Inmarsat has recently received shareholder approval to restructure its
Board of Directors in a manner consistent with Section 621(5)(C).
Inmarsat has changed its Articles of Incorporation to assure that no
more than five of 13 directors will be affiliated with former Inmarsat
Signatories.[^116] Neither will any member be a director, officer, or
manager of IMSO. Inmarsat has implemented this restructuring with the
recent resignation of board members whom were employees of former
Signatories.[^117] A review of the descriptions of the directors
provided by Inmarsat confirms that eight of 13 directors will not have
any of the affiliations with former Signatories proscribed by Section
621(5)(C).[^118] The composition of Inmarsat's Board of Directors
therefore is consistent with Section 621(5)(C) of the Act. [^119]

47. The Act also places additional restrictions on Inmarsat's officers,
    directors and managers. Section 621(5)(D) provides, in part, that
    Inmarsat shall:

> \(ii\) have no officers or managers who (I) are officers or managers
> of any signatories or former signatories, or (II) have any direct
> financial interest in or financial relationship to any signatories or
> former signatories, except that such interest may be managed through a
> blind trust or similar mechanism;
>
> \(iii\) have no directors, officers, or managers who hold such
> positions in any intergovernmental organization.

With respect to Section 621(5)(D)(ii) Inmarsat declares that none of its
officers or managers are officers or managers of a former
Signatory.[^120] Inmarsat states however, that "several officers and
managers of Inmarsat own *de minimis* numbers of shares in BT."[^121]
Inmarsat argues that the Commission has discretion to permit *de
minimis* financial interests in former Signatories, but states that it
would comply with having such investments placed in a blind trust as
provided in the Act.[^122] We believe that the Act gives us discretion
to permit truly *de minimis* financial interests that do not raise
concerns about former Signatories having undue influence on Inmarsat\'s
officers and managers. Inmarsat however, provides no information on the
record by which we can determine whether the financial interests of its
officers and managers are *de minimis*. As a result, we will require
these investments to be placed in a blind trust pursuant to the Act.
Inmarsat may subsequently provide us with additional information on
reconsideration which we may take into account in determining whether a
blind trust is necessary for the investments involved.[^123] With this
condition, we find Inmarsat to be consistent with Section 621(5)(D)(ii).

48. Finally, with respect to Section 621(5)(iii), Inmarsat declares that
    none of its directors, officers or managers holds prohibited
    positions in IMSO.[^124] Inmarsat is therefore structured consistent
    with this provision.

\(f\) Arm's-Length Relationship

49. The ORBIT Act requires that "\[a\]ny transactions or other
    relationship between or among any successor entity \[Inmarsat\],
    separated entity, INTELSAT, or Inmarsat shall be conducted on an
    arm's-length basis."[^125] Inmarsat declares that it does no
    transactions with IMSO (except to lease it office space) nor does it
    have any other commercial relations with IMSO.[^126] It describes
    its relationship with IMSO as analogous to that between a regulated
    telecommunications entity and the regulator, and is based on an
    arm's-length contract called the Public Service Agreement.[^127]
    Inmarsat also states that there are no separated entities relative
    to Inmarsat.[^128] Under these circumstances, we find that Inmarsat
    satisfies Section 621(5)(E).

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(g) Regulatory Treatment

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50. The ORBIT Act requires that "successor entities" created after its
    enactment "apply through the appropriate national licensing
    authorities for international frequency assignments and associated
    orbital registrations for all satellites."[^129] As a privatized
    entity, Inmarsat is subject to the authority of the U. K.
    Radiocommunications Agency and other U.K. government agencies, and
    is authorized to operate its satellites under the U.K.'s Outer Space
    Act.[^130] The Radiocommunications Agency has authorized Inmarsat to
    operate its satellites, submits and maintains satellite network
    filings with the International Telecommunication Union (ITU) on
    behalf of Inmarsat, and engages in international coordination for
    those filings with other administrations. Inmarsat, therefore,
    satisfies Section 621(6) of the Act.

\(h\) Competition Oversight

51. The ORBIT Act requires that Inmarsat be subject to a jurisdiction
    that: (1) has effective laws and regulations that secure competition
    in telecommunications services; (2) is a Signatory to the WTO Basic
    Telecommunications Services Agreement; and (3) has a schedule of WTO
    commitments that include non-discriminatory market access to its
    satellite market.[^131] As noted above, the Radiocommunications
    Agency of the Department of Trade and Industry has authorized
    Inmarsat operations and is responsible for its filings before the
    ITU. Inmarsat is subject to the competition laws of the European
    Commission by virtue of membership of the U.K. in the European
    Union. The U.K. is a Signatory to the WTO Basic Telecommunications
    Services Agreement. It has committed to grant non-discriminatory
    market access to its satellite market.[^132] We therefore find that
    Inmarsat satisfies the requirements in Section 621(7).

\(i\) Relationship with ICO

52. The ORBIT Act prohibits for 15 years after privatization "any merger
    or ownership of more than one percent of the voting securities, or
    management ties or exclusive arrangements between Inmarsat and any
    successor entity and ICO Global Communications (ICO)."[^133] The Act
    also prohibits Inmarsat from having any officers, directors, or
    employees who are officers, directors or employees of ICO.[^134]

53. Inmarsat established ICO in 1995 for the purpose of creating a
    satellite system to provide hand-held mobile services on a global
    basis. Inmarsat had a 9.537 percent investment in ICO and one
    representative on its Board of Directors[^135] prior to ICO seeking
    protection under the bankruptcy code in August, 1999. ICO emerged
    from bankruptcy in May, 2000, following completion of a \$1.2
    billion investment led by a group of U.S. and international
    investors.[^136] As a result, Inmarsat ownership interest in ICO has
    been reduced to less than one tenth of one percent.[^137] Inmarsat
    states it has written off the entire amount of this
    investment.[^138] Further, Inmarsat states that there are no
    management ties or exclusive arrangements between either Inmarsat
    entity and ICO.[^139] While there had been one interlocking director
    between Inmarsat and ICO, that person has resigned from the Boards
    of Inmarsat Holdings Ltd., and Inmarsat Ltd., and was replaced at
    the Annual General meeting of April 26, 2000.[^140] We find that
    Inmarsat is structured consistent with Sections 624(1) and (2).

> \(j\) Date of Privatization

54. The ORBIT Act identifies April 1, 2000 as the date for Inmarsat's
    privatization and directs the Commission to review the privatization
    after that date. Section 621(1)(B) requires that Inmarsat privatize
    in accordance with the criteria in the Act "as soon as practicable,
    but no later than July 1, 2000".[^141] Section 601(b)(1)(A)(ii)
    provides for Commission review of the effect of Inmarsat's
    privatization on competition in the U.S. market after April 1, 2000
    in considering applications or requests to provide non-core
    services.[^142] As discussed above, the Act's requirement that
    Inmarsat conduct an IPO is not subject to the July 1, 2001 date and
    we may conditionally authorize use of Inmarsat prior to the latest
    date provided in Section 621(5)(A)(ii) for the conduct of an
    IPO.[^143]

55. We conclude that we may now authorize use of Inmarsat for non-core
    services to, from, and within the United States. We do not believe
    the fact that Inmarsat did not take final steps to restructure its
    Board of Directors in a manner consistent with the Act until after
    July 1, 2000 requires us to limit authorization of non-core services
    under Section 601(b)(1)(B) of the Act.[^144] We have heretofore
    refrained from acting upon pending applications to provide new
    non-core services until Inmarsat demonstrates it has privatized
    consistent with the Act's privatization criteria. As discussed
    above, the courts have construed the standard of "consistent with"
    to mean "congruent with" or "compatible with." [^145] This
    flexibility allows us to consider important domestic and
    international public policy concerns in assessing compliance with
    the criteria set forth in Sections 621 and 622 of the Act in keeping
    with the intent of the legislation. We find in this decision that
    Inmarsat's privatization, in total, is consistent with the non-IPO
    criteria of the Act and conclude that the intent of the Act is being
    achieved. Under the circumstances, no purpose would be served by
    delaying action on the applications or placing limitations on
    authorizations because of the requirements of Section 621(1)(B).

56. Finally, Section 601(B)(1)(A)(ii) requires the Commission to
    determine "after April 1, 2000" whether Inmarsat has been
    "privatized in a manner that will harm competition in the
    telecommunications market of the United States."[^146] By this
    Order, we fulfill this requirement.

> **5. Exclusive Arrangements**

57. The ORBIT Act specifically provides for restrictions against
    exclusive arrangements for the provision of satellite services
    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.[^147]

Nothing in the record before us indicates that Inmarsat has exclusive
arrangements precluded by the Act. While Motient alleges anticompetitive
conduct by Inmarsat, the alleged conduct does not appear to fall under
Section 648. As the Commission did in licensing Intelsat LLC, we
condition Inmarsat's operation in the United States through the
authorizations we grant in this Order on compliance with Section
648.[^148]

### 6. ORBIT Act Conclusions  {#orbit-act-conclusions .unnumbered}

58. In view of the above, and subject to the conditions that we impose
    in this decision, we find that Inmarsat has privatized in a manner
    consistent with the non-IPO requirements of Sections 621 and 624 of
    the ORBIT Act. Inmarsat has been privatized into a national stock
    corporation with a fiduciary board of directors that satisfies the
    Act's restrictions against having interlocking directors, officers,
    managers and employees with any intergovernmental organization or
    Signatory or former Signatory. Inmarsat does not have privileges and
    immunities and is subject to the legal and regulatory processes of
    the United Kingdom. The U.K. has effective laws and regulations to
    protect competition and is a member of the European Union. It also
    is a Signatory to the WTO Basic Telecommunications Services
    Agreement and has committed under the Agreement to
    non-discriminatory access to its satellite market. Inmarsat
    maintains an arm's-length relationship with IMSO. The U.K.
    Radiocommunications Agency is responsible for making Inmarsat
    spectrum and orbital filings with the ITU and coordinating with
    other administrations. It imposes due diligence requirements on
    Inmarsat to prevent warehousing of orbital locations.

59. Under these circumstances, we find under Section 601(b) of the ORBIT
    Act that the use of space segment operated by Inmarsat for services
    to, from, or within the United States will not harm competition in
    the telecommunications market of the United States.[^149] We
    condition the authorizations granted herein on Inmarsat conducting
    an IPO consistent with Sections 621(2) and 621(5)(A)(ii) of the
    ORBIT Act. We maintain the ability to take action that may be
    required by the Act should Inmarsat not conduct such an IPO or
    should we find Inmarsat in violation of any provision of the Act in
    the future.

60. Having found that Inmarsat privatized in a manner consistent with
    the non-IPO requirements of the Act, we may authorize any services,
    including "additional" services, under the ORBIT Act,[^150] that
    meet our rules, subject to Inmarsat's conducting an IPO in
    compliance with Section 621.[^151] Finally, our conclusions allowing
    access to the U.S. market, subject to our normal licensing
    procedures, moots the need to address Inmarsat's argument that it is
    entitled to access under the WTO notwithstanding the ORBIT Act
    criteria.[^152]

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A.  **DISCO II Analysis**

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61. Under the *DISCO II* decision, the Commission considers requests by
    foreign licensed satellite systems to serve the U.S. market pursuant
    to our public interest mandate and other factors relevant to making
    this determination. The factors we consider are the effect of
    competition in the United States, spectrum availability, eligibility
    requirements, technical requirements, and national security, law
    enforcement, foreign policy and trade issues, as appropriate.[^153]

**1. Competition Issues**

1.  

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62. When considering entry of foreign licensed satellites in the United
    States market, we presume that the provision of services for which
    the United States made market access commitments by satellite
    systems from WTO-member countries will promote competition. As
    discussed above, the purpose of the ORBIT Act is to promote
    competition through the entry of a privatized Inmarsat into the
    United States telecommunications market. Thus, our finding that
    Inmarsat has privatized consistent with the provisions of the ORBIT
    Act is largely dispositive of the traditional *DISCO II* competition
    analysis in this instance.

63. We also find that grant of these applications will make available to
    U.S. consumers more competitive options, enhance operational
    efficiency and may reduce the cost of service. In *DISCO I*, we
    recognized that, with the trend towards a globalized economy, users
    with wholly domestic or international service requirements might not
    be able to meet their needs under the then-current regulatory
    framework.[^154] Under that framework, domestic satellites provided
    domestic service and international satellites provided international
    service, subject to certain limited exceptions.[^155] The Commission
    eliminated the regulatory distinctions between U.S.-licensed
    domestic and international satellites, including those satellites
    providing MSS. As a result, U.S.-licensed domestic and international
    satellite systems could provide both domestic and international
    service in appropriate primary frequency bands subject to geographic
    coverage limitations and international coordination obligations.

64. The actions we take today further implement the policy objectives
    set forth in *DISCO I*. Users with both international and domestic
    MSS requirements will be able to satisfy both using a single
    satellite system. For example, Deere states that its Starfire ^TM^
    service is available to farmers in Canada, Mexico, Central and South
    America via the Inmarsat system. Farmers in those countries pick up
    the valuable farming data with small, receive-only Deere receivers.
    Permitting Deere to offer its service using the same satellite
    throughout North America may offer efficiencies and cost savings.
    Similarly, other applicants with international and domestic MSS
    requirements will be able to realize operational efficiencies and
    cost savings through the use of one satellite system.

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2.  **Spectrum Availability**

> **(a) Requested Conditions**

65. The second public interest factor we consider is spectrum
    availability, i.e. whether there is spectrum available to
    accommodate the various earth station requests. As the Commission
    noted in *DISCO II,* we will consider spectrum availability in
    determining whether to grant a foreign-licensed satellite access to
    the U.S. market.[^156] Specifically, in considering earth station
    applications that propose to provide service in the United States
    using an operating foreign-licensed satellite, "\[w\]e must
    determine whether, and to what extent, the proposed U.S. service
    will impact existing operations in the United States." [^157] For
    example, the Commission stated that "it did not expect to require
    existing U.S. satellite systems to change their licensed operating
    parameters or to decrease their capacity in order to accommodate
    additional non-U.S. systems."[^158]

66. As noted previously, five satellite operators provide L-band
    services in North America and nearby geographic areas. Since 1996,
    the parties to the L-band coordination have recognized that they are
    not able to coordinate specific amounts of spectrum on a permanent
    basis. As a result, the operators signed a one-year agreement that
    is revisited annually based upon current and projected traffic
    levels of each system. The 1996 operator-to-operator agreement
    provided each system with an amount of spectrum based upon its
    current and projected near-term traffic requirements.

67. Recently, as a result of the U.S. WTO commitments, and the status of
    the L-band coordination, the Commission authorized TMI
    Communications and Satcom Systems to provide MSS throughout the
    continental United States via the Canadian MSAT-1 satellite.[^159]
    The Commission rejected arguments by Motient that grant of the
    application would result in a modification of its license and cause
    interference to its system. It noted that TMI's METs would only
    operate on the spectrum coordinated for the Canadian system that did
    not overlap with the spectrum coordinated for Motient's
    system.[^160] It also denied Motient's request that no
    foreign-licensed system be permitted to operate in the United States
    until Motient had coordinated an additional 20 MHz to which Motient
    argued it was entitled.[^161] The Commission also stated that, in
    the absence of an operator-to-operator agreement in the L-band, all
    of TMI's operations must be on a non-interference basis.[^162]

68. Motient argues that there is not enough spectrum to permit the
    addition of so many new terminals and that the Commission must
    assess the cumulative impact of these additions.[^163] Motient notes
    that the L-band operators have not been able to reach agreement on
    the most recent annual renewal of the operator-to-operator agreement
    since 1999. In the absence of such an agreement or a permanent
    coordination agreement, Motient argues that a grant of applications
    to access foreign-licensed satellites could take away lower L-band
    spectrum coordinated for Motient's system in the 1999
    operator-to-operator agreement. [^164] Under these circumstances,
    Motient believes that the Commission should explain what operation
    on a non-interference basis means or how the Commission will
    implement or enforce this license condition.

69. Motient requests that we attach conditions to any authorization to
    access Inmarsat for "non-core services" because of alleged
    anti-competitive actions by Inmarsat that Motient claims have
    impeded its ability to develop competitive services. [^165] First,
    according to Motient, Inmarsat has exacerbated the problem with
    scarce L-band spectrum by using inefficient Standard A terminals.
    Second, Motient alleges that Inmarsat has not taken steps to make
    its system interoperable with Motient's system. And third, Motient
    alleges that Inmarsat has refused to provide proprietary information
    that would allow Motient to make its system interoperable with
    Inmarsat. In order to correct the effects of these alleged
    anti-competitive actions, Motient requests that we impose conditions
    that would: (i) provide Motient with permanent access to the
    additional 10 MHz of L-band spectrum needed for its commercial
    viability; (ii) establish a specific time table for phasing out
    Inmarsat's Standard A terminals, which Motient argues are spectrally
    inefficient; and (iii) require that Inmarsat be interoperable with
    Motient's MSS network or, alternatively, require Inmarsat's
    agreement to share relevant proprietary technical information with
    Motient so that its earth station can be made compatible with
    Inmarsat specifications.[^166] Motient believes these conditions are
    necessary because of actions directly attributable to Inmarsat that
    have impeded its ability to develop competitive services.

70. Each applicant, and Inmarsat opposed Motient's requested conditions.
    Inmarsat notes that in the case of TMI, the Commission and the Court
    of Appeals rejected Motient's arguments. Specifically, Inmarsat
    notes that Motient has no guarantee to any particular spectrum and
    that all L-band use by any operator is contingent on coordination of
    that spectrum by the operator.[^167] Moreover, Inmarsat and Comsat
    state that Motient has not demonstrated that the spectrum that is
    available is insufficient to meet its customers' needs or that it is
    suffering harmful interference from any other operator in the
    L-band. With respect to the conditions suggested by Motient, Comsat
    notes that Inmarsat has increased the spectrum efficiency of its
    Standard A operations, including optimization of its frequency plan
    to reduce Standard A carrier spacing and by interleaving Standard A
    and Standard B carriers.[^168] As for interoperability of Motient's
    system with Inmarsat, Comsat states that there is no legal
    requirement that satellite systems be interoperable. Comsat also
    opposes conditions for gaining permanent access to Inmarsat's
    proprietary technical information. Comsat states that this
    information was available to Motient for a fee, and that Motient was
    unwilling to pay the reasonable royalty fee Inmarsat requested for
    the use of Inmarsat proprietary technology.[^169] In reply, Motient
    argues that Inmarsat demanded unreasonable terms and conditions and
    excessive fees for such information.[^170]

71. We find that granting the applications before us to use the Inmarsat
    system to serve the United States will not, under our *DISCO II*
    policies, impact Motient's existing operations, change its licensed
    operating parameters, or necessarily decrease its capacity. We
    recognize that the circumstances before us are different than in
    *TMI* because of the absence of an operator-to-operator agreement.
    Thus, unlike the *TMI Order*, we cannot state that Inmarsat will be
    operating on frequencies coordinated for it and that there is no
    chance of interference. The absence of such an agreement, however,
    is not a sufficient basis upon which to deny the pending
    applications.

72. Given the uncertain ability of L-band operators to reach a
    satisfactory coordination arrangement under the Mexico City
    agreement, the Commission recognized in the *TMI Order* that the
    five MSS operators in the L-band might not always reach an agreement
    on annual spectrum requirements.[^171] The Commission stated that,
    if no operator-to-operator agreement could be reached, all of the
    systems must operate on a non-interference basis, consistent with
    ITU Radio Regulations.[^172] The Commission said that, in the
    absence of an annual operator-to-operator agreement, it would not
    require operators to discontinue services after the agreement
    expired on December 31, 1999[^173] and would continue to permit TMI
    to operate and acquire customers on a non-interference basis.[^174]
    Based on these statements in the *TMI Order*, we conclude that the
    absence of an annual operator-to-operator agreement is not a
    sufficient basis upon which to deny the applications presented here.
    Moreover, we also note that the absence of an operator-to-operator
    agreement since 1999 has not led to any complaints of harmful
    interference by any of the five L-band operators. This indicates
    that, even in the absence of a formal agreement, the satellite
    operators have been able to operate *without* creating harmful
    interference to other L-band operators. This experience provides
    additional support for our belief that spectrum limitation concerns
    are best addressed in the L-band coordination process.[^175] As in
    the *TMI Order*, we require that all services authorized herein be
    provided on a non-interference basis. We believe that the
    non-interference requirement promulgated in our rules and in the ITU
    Radio Regulations is sufficiently clear and needs no further
    explanation as Motient suggests.[^176]

73. We also find no basis in the record to impose the conditions Motient
    requests on the provision of non-core Inmarsat services. We
    previously rejected the first condition\--that we condition any
    grant of authority on Motient coordinating an additional 10 MHz of
    L-band spectrum to which it believes it is entitled---in the *TMI
    Order.* [^177] As discussed in paragraph 5-6, *supra*, there is no
    permanent assignment of specific spectrum to any L-band operator.
    Thus, no operator can assert any claim with respect to a specific
    piece of spectrum.

74. As for technical efficiency, we conclude that the use of Standard A
    terminals, which Motient cites as inefficient, bears no immediate
    relationship to the Commission's inability to coordinate additional
    spectrum for Motient. In any event, we are not authorizing Inmarsat
    Standard A terminals by this Order.

75. With respect to interoperability, there is no current Commission
    requirement that competing mobile satellite systems be
    interoperable, such that METs designed to operate with one system
    could also be operated with other systems. We decline to adopt such
    a requirement on an *ad hoc* basis. While there are some
    circumstances in which the development of interoperable equipment is
    desirable,[^178] there is no basis for concluding in this proceeding
    that requiring interoperability through regulatory intervention at
    this stage in the deployment of L-band MSS systems will result in
    any immediate benefits to consumers. We note, however, that footnote
    US308 states that systems not interoperable with AMS\[R\]S must
    operate on a secondary basis to that service.

76. We also find no basis to require that Inmarsat make certain
    proprietary technical information available to Motient. Motient
    states that Inmarsat had been obligated under the former Article
    21(7)(b) of the Inmarsat Convention to make available certain
    technical information on fair and reasonable conditions. We note
    that former Article 21(7)(b)(ii) provided that technical information
    be made available "on fair and reasonable terms and conditions." On
    the basis of the evidence in the record, it appears that there was a
    commercial dispute between Inmarsat and Motient as to the value of
    the information to which Motient sought access and the terms and
    conditions under which access would be provided. We decline to
    resolve that dispute in the context of this licensing proceeding.

> **(b)** **Lower L-band Notice of Proposed Rulemaking**

77. In June 1996, the Commission issued a Notice of Proposed Rulemaking
    to establish rules and policies for the use of spectrum for MSS in
    the lower L-band.[^179] In the *Lower L-band NPRM*, the Commission
    acknowledged that in the course of international coordination it
    became clear that the United States would not be able to secure
    sufficient spectrum in the upper L-band to support Motient's system.
    Consequently, the Commission indicated that it would seek to
    coordinate spectrum in the lower L-band to provide additional
    spectrum for Motient's operations.

78. The Commission recognized that when it established licensing
    policies for L-band MSS in 1985, it had \"estimated that an MSS
    system would require 20 megahertz\"[^180] (10 megahertz in each
    transmission direction). The Commission further recognized that,
    based on the status of coordination negotiations, it was unlikely to
    coordinate more than 20 to 24 megahertz (10 to 12 megahertz,
    respectively, in each transmission direction) in the entire L-band
    and significantly less than that amount in the upper L-band.[^181]
    The Commission stated that, while it could not guarantee the outcome
    of international coordinations regarding the L-band spectrum, it
    would attempt to secure sufficient spectrum \"to ensure that our
    licensees have a fair opportunity to compete.\"[^182] To provide
    Motient with this opportunity, the Commission proposed to modify
    Motient's authorization to permit it to operate in the lower L-band
    spectrum coordinated for the U.S. system, without considering
    competing U.S. lower L-band applications for U.S. space station
    licenses.[^183] The Commission requested comment on this proposal,
    as well as on whether its 1985 estimate regarding the amount of
    spectrum (10 megahertz in each direction) needed to operate a viable
    MSS system was still valid.[^184] The Commission also proposed that
    if the United States were able to coordinate more than 28 megahertz
    of spectrum in the upper and/or lower L-bands, it would allow other
    parties to apply for assignment of the additional spectrum for U.S.
    space station licenses.[^185] The Commission indicated, however,
    that it viewed this possibility as unlikely, and indicated that it
    was proposing a rule under which " \[it would\] not now accept
    applications for spectrum coordinated in the Lower L-Band."[^186]

79. These Commission statements have been cited as creating a "lower
    L-band freeze." Motient interprets this "lower L-band freeze" to
    preclude the granting of any earth station applications to access
    non-U.S. satellites to provide domestic service using lower L-band
    frequencies until Motient receives adequate L-band spectrum. Comsat,
    Honeywell, and Deere, on the other hand, argue that the Commission's
    statements were directed only to the acceptance of applications for
    U.S.-issued space station licenses, and to spectrum coordinated for
    use by U.S. space stations.[^187]

80. The Commission's primary focus in the *Lower L-band* proceeding was
    to ensure that all spectrum coordinated for the U.S. space station
    licensee in the lower L-band would be allocated to Motient, the sole
    U.S. licensee, rather than opened up to applications for additional
    U.S. space station licenses.[^188] Indeed, there was no policy in
    place governing entry into the U.S. market by non-U.S. satellite
    systems. Since the initiation of the *Lower L-band* proceeding, we
    issued our *DISCO II* decision that implemented the market opening
    commitments made by the U.S. in the WTO Agreement. In addition,
    Congress's enactment of the ORBIT Act, which seeks to promote a more
    competitive U.S. marketplace through the entry of a privatized
    Inmarsat, further underscores our belief that permitting Inmarsat
    satellites to serve the U.S. market will result in benefits to U.S.
    consumers. Consequently, we believe that the public interest is
    served by granting the applications at issue here to provide
    domestic and international MSS in the entire L-band in order to make
    available to U.S. consumers the benefits of competition.

81. The authorizations we grant here allowing the applicants to operate
    with Inmarsat in the lower L-band will not be significantly affected
    by policies adopted in the *Lower L-band* proceeding. However, the
    permanent authority granted herein shall not become effective until
    action in the *Lower L-band* proceeding. In the interim, we grant
    the applicants Special Temporary Authority to operate in the lower
    L-band, subject to the conditions in this Order. If our decision in
    the *Lower L-band* proceeding does not require modification of the
    authorizations we grant today, the authorizations will become
    effective without any further action by the applicants.

**3. Technical Requirements**

> **a. Real-time Access and Priority Preemption Requirements for the
> L-Band**

82. In both the upper and lower L-band, MSS operators must be able to
    provide "real-time access and priority preemption capability" for
    certain safety and distress services. In the upper L-band, a portion
    is shared on a co-primary basis[^189] between commercial MSS and a
    safety-related service\--Aeronautical Mobile Satellite (Route)
    Service (AMS\[R\]S).[^190] According to Footnote US308 to the Table
    of Frequency Allocations, MSS operators must be able to provide
    "real-time access and priority preemption" to provide
    AMS\[R\]S.[^191] In the lower L-band, the relevant safety and
    distress service is the Global Maritime Distress and Safety System
    (GMDSS). Footnote US315 to the Table of Frequency Allocations
    provides for real-time access and priority preemption capability for
    maritime mobile satellite service distress and safety
    communications.

83. Motient argues that several of the applicants, including Stratos,
    Honeywell, Comsat, and Deere have not provided information regarding
    the ability of the Inmarsat system to provide real-time access and
    priority preemption across the entire L-band.[^192] Motient argues
    that the Inmarsat system is substantially different from the Motient
    system and that the Inmarsat system does not have the same technical
    capability that Motient has for preempting lower priority
    traffic.[^193] Motient also questions how Inmarsat can comply with
    the real-time access and priority preemption requirements of the
    U.S. and other countries at the same time.

84. Stratos states that its M4 terminals are capable of being shut down
    on command of an Inmarsat system hub as required by FCC rules[^194]
    and Footnote US308 to the Table of Frequency Allocations.[^195]
    Stratos notes that the signaling control provided by Inmarsat
    assures that the M4 terminals satisfy Footnote US315 which sets
    forth the "real-time access and priority preemption" requirements
    for GMDSS. Similarly, Comsat states it complies with all of the
    Commission's real-time access and priority preemption requirements.
    Comsat notes that the Inmarsat System Definition Manual
    specifications for priority access and preemption meet or exceed all
    such requirements of the Commission.

85. Honeywell also notes that Inmarsat Ltd. will not use certain
    frequencies (1544-1545 MHz and 1645.5-1646.5 MHz that may only be
    used for distress and safety-related services and communications) in
    order to avoid interference with safety and distress
    communications.[^196]

86. Deere states that Motient's argument regarding real-time access and
    priority preemption has no relevance to its application.[^197] Deere
    notes that real-time access and priority preemption is an upper
    L-band issue and, in any event, its terminals are receive-only and
    thus, their characteristics do not affect the ability to preempt the
    communications they receive.[^198]

87. In 1993, the National Telecommunications and Information
    Administration (NTIA) and the Federal Aviation Administration (FAA)
    proposed a minimum set of capabilities to ensure that METs and LESs
    operating in the bands 1545-1559 MHz and 1646.5-1660.5 MHz comply
    with US Footnote 308 and ITU Radio Regulation S5.357A [^199] In
    applying the NTIA/FAA Guidelines, we have routinely found that
    full-duplex terminals, because of their ability to receive
    communications while transmitting, meet the priority preemption and
    real-time access requirements of Footnote US308. [^200] With the
    exception of the Inmarsat Standard C terminals, we find no basis to
    question the ability of either the Inmarsat system or the
    applicants' terminals to meet the Commission's "real-time access and
    priority preemption" capability requirements under Footnotes US308
    and US315. Aside from the Inmarsat Standard C terminals, all of the
    terminals that Comsat, Stratos, SITA and Honeywell propose to use
    are full duplex terminals. [^201] Under these circumstances, we also
    conclude that Inmarsat's system complies with the Commission's
    "real-time access and priority preemption" requirements. We also
    note that every authorization to operate in the L-band will be
    conditioned on compliance with the Commission's "real-time access
    and priority preemption" requirements.[^202]

88. As for the Inmarsat Standard C half-duplex terminals, we find that
    they do not satisfy the real-time access and priority preemption
    requirements of Footnote US308, as interpreted in the NTIA/FAA
    Guidelines, for operation in the upper L-band. All METs, whether
    operating in the upper or lower L-band, must comply with real-time
    access and priority preemption requirements. There are no exceptions
    or waivers in the upper L-band due to the quick reactions needed in
    an aeronautical environment. In the past, half-duplex METs were
    deemed incapable of satisfying the real-time access and priority
    preemption requirements because they cannot receive signals while
    transmitting. Although the NTIA/FAA Guidelines were recently
    modified to permit the operation of certain half-duplex terminals in
    the upper L-band,[^203] neither Comsat nor Stratos has demonstrated
    that Standard C terminals meet the new standard. We will, however,
    permit operation of Standard C terminals in the lower L-band.
    Although Footnote US315 to the Table of Frequency Allocations and
    NTIA's Guidelines, as modified, provides for real-time access and
    priority preemption capability for maritime mobile satellite service
    distress and safety communications in the lower L-band, the
    Commission has previously permitted half-duplex terminals to operate
    in the lower L-band pursuant to a temporary waiver of Footnote US315
    based on our experience with GMDSS where reaction time to an
    emergency is greater than in an aeronautical environment.[^204]
    Accordingly, we grant Comsat and Stratos temporary waivers of
    Footnote US315 to permit operation of Inmarsat Standard C terminals
    in the lower L-band.

89. Finally, we note that the real-time access and priority preemption
    requirements are not applicable in this instance to the Deere
    terminals, which are receive-only, and have no transmit capability
    to preempt. Any preemption of the signal the terminals receive would
    be accomplished at the LES which is subject to the Commission's
    priority preemption and real-time access requirements.[^205]

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b.  **Extended C-band Frequencies**

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90. The LESs are licensed to operate on C-band feeder link frequencies,
    including 3600-3629 MHz, and on L-band frequencies. The frequency
    band 3600-3650 MHz is shared on a co-primary basis with the Federal
    government radiolocation systems. Methods to assess the potential
    for and mitigate interference from high power radars are addressed
    in the NTIA TR-99-361 report.[^206] Comsat performed an
    Electromagnetic Compatibility (EMC) analysis as required by Footnote
    US245. Comsat has agreed to accept the levels of interference from
    these radiolocation systems based on the EMC analysis. Its LES
    authorizations will be conditioned accordingly.

91. We note, however, that Footnote US245 limits use of the 3600-3650
    MHz frequency band to international inter-continental systems.
    Currently, the Comsat and Stratos LESs provide international MSS
    using these frequencies consistent with Footnote US 245. As noted
    herein, the purpose of the ORBIT Act was to permit a privatized
    Inmarsat to provide service to, from and within the United States.
    In light of our finding that Inmarsat has privatized consistent with
    the ORBIT Act, use of these feeder link frequencies by the Comsat
    and Stratos LESs to provide domestic MSS is a natural consequence.
    Moreover, the LESs have the technical capability to provide domestic
    MSS without any additional risk to government radiolocation systems.
    Consequently, we find that a waiver of Footnote US245 is required to
    permit the provision of domestic MSS and give effect to the express
    purpose of the ORBIT Act. Our waiver of Footnote US245 is limited to
    the particular facts of this case and any future requests for waiver
    will be reviewed on a case-by-case basis.

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c.  **Out of Band Emissions**

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92. We require that the METs authorized herein meet current out of band
    emissions requirements. Specifically, MET emissions must be no
    greater than --70 dBW/MHz, averaged over any 20 ms interval, in the
    band 1559-1587.42 MHz. The EIRP of discrete emissions of less than
    700 Hz bandwidth generated by such stations shall not exceed --80
    dBW/MHz, averaged over 20 ms, in that band. Nor shall MET emissions
    exceed --64 dBW/MHz, averaged over 20 ms, in the band 1587.42-1605
    MHz. The EIRP of discrete emissions of less than 700 Hz bandwidth
    generated by such stations shall not exceed --74 dBW, averaged over
    20 ms, in that band. Furthermore, MET operations must conform to any
    regulations subsequently adopted by the Commission.[^207]

93. In response to concerns raised by NTIA, Comsat and Stratos filed
    letters with the Commission certifying that the Inmarsat B, C, M,
    Mini-M, and M4 terminals comply with Sections 25.202(f) and Section
    25.213(b) of the Commission's rules.[^208] Section 25.202(f)
    specifies general unwanted emission limits (the combination of
    spurious and out-of-band emissions) from satellite networks, and
    Section 25.213(b) specifies protection for the GPS.[^209] The Comsat
    and Stratos certifications are based on a letter from Inmarsat
    confirming that the aforementioned Inmarsat terminals comply with
    the licensing requirements for unwanted emissions contained in Part
    25 of the Commission's rules.[^210] We find that the certifications
    adequately address this issue.

**4. Law Enforcement, National Security, and Public Safety Concerns**

94. In *DISCO II*, the Commission identified law enforcement, national
    security and public safety concerns as part of the public interest
    analysis for determining whether a non-U.S. satellite should be
    permitted to provide service in the United States market. The
    Commission stated that "other federal agencies have specific
    expertise in matters that may be relevant in particular cases."
    [^211] The Commission also said it will "continue to accord
    deference to the expertise of the Executive Branch agencies in
    identifying and interpreting issues of concern related to national
    security, law enforcement, and foreign policy that are relevant to
    an application pending before us." [^212] The Commission stated,
    however, that it "will make an independent decision on applications
    and will evaluate concerns raised by the Executive Branch agencies
    in light of all the issues raised (and comments in response) in the
    context of the particular application."[^213]

95. Motient has raised questions about the Honeywell, SITA and Stratos
    applications. Concerning Honeywell, Motient states generally that
    Honeywell has failed to adequately address the law enforcement,
    national security, and public safety concerns presented by the
    application.[^214] In response to Honeywell's argument that it is
    the responsibility of the service provider, i.e. Inmarsat, to ensure
    access to law enforcement, Motient notes that law enforcement and
    national security responsibilities belong to the earth station
    applicant since Inmarsat Ltd. is a foreign-licensed satellite
    provider that is not subject to the Commission's jurisdiction.

96. Concerning SITA, Motient states that SITA's application to provide
    aeronautical service raises law enforcement, national security and
    public safety concerns because SITA intends to employ only gateway
    earth stations outside the United States, specifically, in Canada,
    France, Australia and Japan. [^215] Motient argues that the
    application raises the same issues as presented in the *TMI
    Order*---MSS through a foreign-licensed satellite to METs with
    traffic routed through earth stations located in foreign countries.
    Motient states that before the Commission can grant SITA's
    application, SITA must agree to route traffic through a switch to be
    located in the United States and to enter into an agreement similar
    to the one between TMI, the Department of Justice and the Federal
    Bureau of Investigation. [^216]

97. With respect to Stratos, Motient notes that Stratos agreed to route
    U.S. traffic through a U.S. LES, but observes that there are other
    law enforcement concerns that Stratos' application does not address.
    Stratos states that there is no *a priori* requirement that it reach
    an agreement with the FBI on all aspects of its system's operation.

98. We find that SITA has adequately addressed law enforcement and
    national security concerns. We note that SITA consulted with the
    Department of Justice (DOJ) and addressed DOJ's concerns. We are
    including a copy of a letter memorializing those discussions in
    SITA's license file.

99. With respect to Honeywell, in the absence of views expressed in the
    record by the expert agencies, we decline to impose conditions on
    Honeywell's authorization. We note, however, that legal requirements
    concerning lawful interception are set forth in U.S. Code
    provisions, and our action in this Order does not alter the
    applicability of those laws to Honeywell.[^217] Likewise, we find
    that Honeywell has adequately addressed law enforcement and national
    security concerns. Honeywell also consulted with DOJ and addressed
    DOJ's concerns. We are including a copy of a letter memorializing
    those discussions in Honeywell's license file.

100. With respect to Stratos, we note that Stratos has applied for an
     extension of the CALEA "capability" requirement deadline and that
     it is fully subject to FCC rules concerning system security. We
     also note that Stratos stated that it will route all traffic
     involving U.S. METs through a point of presence in the United
     States. Under such circumstances, and in the absence of specific
     allegations of fact regarding national security concerns, we see no
     reason to impose additional conditions on Stratos' authorizations.
     As with all Commission licensees, however, we encourage Stratos to
     work cooperatively and promptly to address law enforcement and
     national security concerns directly with the expert agencies.

101. In addition, on August 13, 2001, the Department of Justice and the
     Federal Bureau of Investigation filed a Petition to Adopt
     Conditions to Authorization and Licenses (Petition to Adopt
     Conditions). The Petition to Adopt Conditions requests that the
     Commission: (i) approve an agreement reached between Stratos and
     the Department of Justice and Federal Bureau of Investigation (the
     Agreement); and (ii) condition grant of certain of Stratos's
     authorizations on compliance with the terms of the Agreement.

102. In assessing the public interest, we take into account the record
     and afford the appropriate level of deference to Executive Branch
     expertise on national security and law enforcement issues.[^218] We
     recognize that, separate from our licensing process, Stratos has
     entered into the Agreement, and that the Agreement expressly states
     that these agencies will not object to grant of the pending Stratos
     applications, provided that the Commission approves the agreement
     and conditions grant of the Stratos applications on compliance with
     it.

103. We note that the Agreement contains certain provisions relevant to
     this transaction that, if broadly applied, would have significant
     consequences for the telecommunications industry. These provisions,
     if viewed as precedent for other service providers and potential
     investors, would warrant further inquiry on our part, and we will
     consider any subsequent agreements on a case-by-case basis.
     Notwithstanding these concerns about the broader implications of
     the Agreement, however, we see no reason to modify or disturb the
     agreement of the parties on this matter. Therefore, in accordance
     with the request of the Department of Justice and the Federal
     Bureau of Investigation, in the absence of any objection from the
     Applicants, and given the discussion above, we condition our grant
     of the Stratos Applications on compliance with the Agreement.

**5. Other Issues.**

104. [Foreign Carrier Authorization]{.underline}. We further conclude
     that there is no impediment to authorizing SITA, a foreign carrier,
     to provide non-dominant common carrier service in the United States
     pursuant to Section 214 of the Communications Act of 1934, as
     amended.[^219] SITA is a company based in Montreal and incorporated
     in the Province of Quebec, Canada. It is a wholly-owned subsidiary
     of SITA S.C., a Belgian cooperative company based in Brussells. In
     its *Foreign Participation Order*, the Commission stated that a
     presumption in favor of entry by carriers from WTO countries would
     best advance the public interest. [^220] The Commission adopted a
     rebuttable presumption that applications for Section 214 authority
     from carriers from WTO Members do not pose concerns that would
     justify denial of an application on competition grounds.[^221] The
     Commission noted that, in exceptional circumstances, entry into the
     U.S. market by an applicant affiliated with a foreign
     telecommunications carrier from a WTO Member may pose competitive
     risks by virtue of the applicant's ability to exercise market power
     in a relevant foreign market.[^222] Under the circumstances of this
     case, we conclude that authorization of SITA's application will
     serve the public interest. Both Canada and Belgium are WTO Members
     and SITA states in its application that is not affiliated with any
     foreign telecommunications carrier.[^223] Accordingly, we will
     authorize SITA to provide services as a non-dominant common
     carrier.

105. Motient states that a Section 214 authorization is insufficient for
     SITA to provide AMSS using Inmarsat satellites and that some entity
     must first obtain Title III authority for such operations. We agree
     with Motient. We see no reason, however, to delay granting Section
     214 authority to SITA because it has not applied for a Title III
     license for the aeronautical terminals. SITA states that the
     aeronautical terminals will be licensed by individual airlines.
     Part 87 of our Rules provides procedures for licensing of terminals
     to provide aeronautical safety service involving the Inmarsat
     system.[^224] Accordingly, we will condition SITA's authorization
     on an entity obtaining appropriate Title III authorization before
     SITA can provide service under its Section 214 authorization.

106. [Confidentiality]{.underline}. By letter dated August 9, 2000,
     Motient requested confidential treatment of those portions of its
     petitions to deny various applications relating to ongoing
     frequency coordination processes[^225][^226]SITA opposes Motient's
     request, stating that Motient's request is inadequate[^227][^228]
     In addition, Comsat seeks to strike Petitions to Deny filed by
     Motient stating that Motient's request for confidentiality is
     insufficient[^229] [^230]Comsat notes that it unsuccessfully sought
     to review the redacted information on several occasions. Motient's
     justification for requesting confidential treatment is that the
     information is the subject of a confidentiality agreement between
     the parties involved in the Mexico City coordination process.

107. The Mexico City Agreement and related coordination documents, such
     as minutes of coordination meetings, are considered
     confidential[^231][^232] We have reviewed the materials submitted
     by Motient under its request for confidentiality and agree that
     these materials are generally within the scope of confidentiality
     of the Mexico City Agreement and related coordination
     documents.[^233] The materials either concern provisions of that
     agreement directly, or involve information disclosed as part of the
     annual operator-to-operator coordination. We conclude that the
     information submitted provides no basis for denying these
     applications. In particular, one matter raised involves what
     appears to be a disagreement among the operators concerning both
     the interpretation of a provision of the Mexico City Agreement, and
     its utility for addressing competing spectrum requirements. We have
     addressed the current impasse in the operator-to-operator
     discussions above[^234] [^235]and conclude that this particular
     disagreement does not alter our view that granting these
     applications would serve the public interest. Other material
     submitted consists of statistics concerning the number of Inmarsat
     A terminals in use. The information submitted does not rebut
     Inmarsat's showing on this issue, or the determinations made
     above[^236] [^237]concerning Inmarsat Standard A terminals.

**IV. CONCLUSION**

108. After review of the applications and pleadings, we find that
     authorizing U.S. earth station applicants to provide various MSS
     via Inmarsat space segment will serve the public interest. We also
     note that nothing in this Order is intended to exempt any party
     from complying with any of the requirements under Parts 80[^238]
     and 87 [^239] of our Rules.

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V.  **ORDERING CLAUSES**

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109. Accordingly, IT IS DETERMINED that: (1) Inmarsat's privatization is
     consistent with the non-IPO criteria specified in Sections 621 and
     624 of the Open-Market Reorganization for the Betterment of
     International Telecommunications Act (the "ORBIT Act"), Pub. L.
     106-180, §§ 621 and 624; and (2) the use of space segment operated
     by Inmarsat for services to, from, or within the United States will
     not harm competition in the telecommunications market of the United
     States as contemplated by Section 601(b) of the ORBIT Act, Pub. L.
     106-180, § 601(b).

110. IT IS FURTHER ORDERED that the authorizations issued herein are
     subject to a future Commission finding that Inmarsat has conducted
     an IPO under Sections 621(2) and 621(5)(A)(ii) of the ORBIT Act.

111. IT IS FURTHER ORDERED that Inmarsat shall file with the Commission
     within 30 days after conduct of its IPO a demonstration that the
     IPO is in compliance with Section 621(2) and 621(5)(A)(ii) of the
     ORBIT Act.

112. IT IS FURTHER ORDERED that the authorizations for non-core services
     issued herein are subject to limitation or revocation pursuant to
     Section 601(b)(1) of the ORBIT Act and Title III of the
     Communications Act of 1934, 47 U.S.C. 301 et. seq., should Inmarsat
     fail to conduct an IPO in compliance with the requirements of
     Section 621 of the ORBIT Act.

113. IT IS FURTHER ORDERED that the authorizations issued herein are
     subject to operation of Inmarsat under Section 648 of the ORBIT Act
     imposing restrictions on exclusive arrangements for the provision
     of satellite services between the United States and other
     countries.

114. IT IS FURTHER ORDERED that the applications of Comsat Corporation
     and Stratos Mobile Networks (USA) LLC listed in the Appendix B and
     D for authority to permit their land earth stations to permanently
     access Inmarsat satellites, including in support of the Federal
     Aviation Administration's Wide Area Augmentation System (WAAS)
     program, ARE GRANTED.

115. IT IS FURTHER ORDERED that the applications listed in Appendix\
     C to operate mobile earth terminals to provide domestic and
     international Mobile Satellite Service via the privatized Inmarsat
     system ARE GRANTED subject to the following conditions:

> a\. Operation of Inmarsat Standard C METs is limited to the 1525-1544
> and 1626.5-1645.5 MHz bands;

b.  Grant of permanent authority to operate in the 1525-1544 and
    1626.5-1645.5 MHz bands shall not become effective until further
    action in the *Lower L-band* proceeding and the operation in the
    lower L-band is subject to further action in the *Lower L-band*
    proceeding;

> c\. Operations shall be limited to the portions of the 1525-1559 and
> 1626.5-1660.5 MHz band coordinated for the Inmarsat satellite system
> in the most recent annual L-Band operator-to-operator agreement;
>
> d\. In the absence of a continuing annual L-band operator-to-operator
> coordination agreement, operations of METs in the 1525-1559 and
> 1626.5-1660.5 MHz bands will be on a non-interference basis until a
> future operator-to-operator agreement is concluded. In this instance,
> each licensee must notify the other four operators in these frequency
> bands that it will be operating on a non-interference basis. Each
> licensee must notify its customers that its operations are on a
> non-interference basis
>
> e\. METs will be subject to any applicable out-of-band emission
> standards subsequently incorporated in the Commission's rules for
> protection of the Global Navigation Satellite Service.

116. IT IS FURTHER ORDERED that the applicants seeking to operate in the
     lower L-band (1525-1544 MHz and 1626.5-1645.5 MHz bands) are
     granted Special Temporary Authority on an interim basis for up to
     180 days from the release of this Order, subject to the conditions
     contained in paragraph 112, *supra*, subparagraphs c, d, and e. In
     addition, operations in these frequency bands must comply with the
     requirements of footnotes US315 and S5.353A regarding real-time
     access and priority preemption. Further, during this interim period
     the operators shall comply with the minimum set of requirements set
     forth in paragraph 115, *infra*, for METs and 116, *infra*, for
     LESs until permanent requirements regarding real-time access and
     priority preemption are developed in the *Lower L-band* proceeding.

117. IT IS FURTHER ORDERED that for the half-duplex METs authorized
     herein to operate in the 1525-1544 MHz and 1626.5-1645.5 MHz bands,
     footnotes US315 and S5.353A to Section 2.106 of the Commission's
     Rules ARE WAIVED to permit the half-duplex METs authorized herein
     to operate in a portion of the lower L-band (1530-1544 MHz and
     1626.5-1645.5 MHz) on a non-real-time preemptive basis. Under this
     waiver, operations of half-duplex METs in the lower L-band shall be
     on a secondary basis to safety and distress communications of those
     stations operating in the GMDSS.

118. IT IS FURTHER ORDERED that all METs operating in the 1545-1559 MHz
     and 1646.5-1660 MHz frequency bands shall have the following
     minimum set of capabilities to ensure compliance with Footnotes
     S5.357A and US308 to Section 2.106 of the Commission's Rules, 47
     C.F.R. 2.106:

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a.  All MET transmissions shall have a priority assigned to them that
    preserves the priority and preemptive access given to aeronautical
    distress and safety-related communications sharing the band;

b.  Each MET with a requirement to handle distress and safety-related
    communications shall be capable of recognizing message and call
    priority identification when transmitted from its associated Land
    Earth Station;

c.  Each MET shall be assigned access to a unique technical
    identification number that will be transmitted upon any attempt to
    gain access to a system;

d.  After a MET has gained access to a system the mobile terminal shall
    be under the control of a Land Earth Station and shall obtain all
    channel assignments from it;

e.  All METs that do not continuously monitor a separate signaling
    channel shall have provisions for signaling within the
    communications channel;

f.  Each MET shall automatically inhibit its transmissions if it is not
    correctly receiving a separate signaling channel or signaling within
    the communications channel from its associated Land Earth Station;

g.  Each MET shall automatically inhibit its transmission on any or all
    channels upon receiving a channel-shut-off command on a signaling or
    communications channel it is receiving from its associated Land
    Earth Station.; and

h.  Each MET with a requirement to handle distress and safety-related
    communications shall have the capability within the station to
    automatically preempt lower precedence traffic.

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119. IT IS FURTHER ORDERED that Land Earth Stations associated with the
     MSS operating in the 1545-1559 MHz and 1646.5-1660.5 MHz frequency
     bands shall have the following minimum set of capabilities to
     ensure that the MSS System complies with Footnotes S5.357A and
     US308 to Section 2.106 of the Commission's Rules, 47 C.F.R. 2.106:

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a.  All LES transmissions to METs shall have a priority assigned to them
    that preserves the priority and preemptive access given to distress
    and safety-related communications;

b.  The LES shall recognize the priority of calls to and from METs and
    make channel assignments taking into account the priority access
    that is given to aeronautical distress and safety-related
    communications;

c.  The LES shall be capable of receiving the MET identification number
    when transmitted and verifying that it is an authorized user of the
    system to prohibit unauthorized access;

d.  The LES shall be capable of transmitting channel-assignment commands
    to the METs;

e.  The communications channels used between the LES and the MET shall
    have provision for signalling within the channel, for any MET which
    does not continuously monitor the LES signalling channel during the
    time of a call;

f.  The LES shall automatically inhibit all transmissions to METs to
    which it is not transmitting a signalling channel or signalling
    within the communications channel;

g.  The LES shall be capable of transmitting channel-shut-off commands
    to the METs on signaling or communications channels;

h.  An LES with a requirement to handle distress and safety-related
    communications shall have the capability within the station to
    automatically preempt lower precedence traffic; and

i.  Each LES shall be capable of automatically turning off one or more
    of its associated channels.

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120. IT IS FURTHER ORDERED that, in accordance with US Footnote 308, the
     operation of METs in the 1545-1549.5, 1558.5-1559 MHz, 1646.5-1651
     MHz and 1660-1660 MHz is on a secondary basis to U.S. AMS\[R\]S
     requirements of other U.S.-authorized MSS providers operating in
     the 1545-1559 and 1646.5-1660 MHz bands.

121. IT IS FURTHER ORDERED that the applications for Section 214
     authorizations listed in Appendix C ARE GRANTED, provided that
     service shall only be offered to terminals for which appropriate
     Title III authorizations have been granted.

122. IT IS FURTHER ORDERED that the Petition to Adopt Conditions to
     Authorization and Licenses filed by the Department of Justice and
     the Federal Bureau of Investigation, on August 9, 2001, IS GRANTED,
     and that the authorizations and licenses related thereto which are
     granted by this Order are subject to compliance with provisions of
     the Agreement between Stratos on the one hand, and the Department
     of Justice and the Federal Bureau of Investigation on the other,
     attached hereto as Appendix E. Nothing in the Agreement is intended
     to limit any obligation imposed by Federal law or regulation
     including, but not limited to, 47 U.S.C. §§ 222(a) and (c)(1) and
     the Commission's implementing regulations.

123. IT IS FURTHER ORDERED that the petitions to deny filed by Motient,
     GlobalStar, and GE American Communications, Inc., and the partial
     opposition filed PanAmSat, ARE DENIED.

124. IT IS FURTHER ORDERED that Comsat's motion to strike Motient
     petitions to deny application file numbers SES-LIC-20000609-00944,
     20000609-00946, 20000609-00947, 20000609-00948 and 20000609-00949
     IS DENIED.

FEDERAL COMMUNICATIONS COMMISSION

> Magalie Roman Salas
>
> Secretary
>
> **APPENDIX A**
>
> **[DESCRIPTION OF APPLICATIONS]{.underline}**

**[Applications to modify the existing Land earth stations (gateway
stations) to change the points of communications from INMARSAT to
INMARSAT Ltd.:]{.underline}**

On January 8, 1999, Comsat Corporation/Comsat Mobile Communications
(Comsat) filed applications to modify their licenses of land earth
stations to reflect the transfer of the Inmarsat satellites to the new
private company -- Inmarsat Limited. Comsat's land earth stations are
licensed to operate on the 6417.5-6454 MHz, 6454.4-6456.6 MHz, 3600-3629
MHz and 4192.5-4200 MHz feeder link frequencies and/or the L-band
frequency bands 1525-1559 MHz, 1574.4-1576.6 MHz and 1626.5-1660.5 MHz.
[See applications listed in APPENDIX B]{.underline}.

On January 8, 1999, Stratos Mobile Networks (USA), LLC (Stratos) filed
applications to modify their licenses of land earth stations to reflect
the transfer of the Inmarsat satellites to the new private company --
Inmarsat Limited. Stratos's land earth stations are licensed to operate
on the 6417.5-6439 MHz, 6440-6454 MHz, 3600-3614 MHz, 3615-3629 MHz and
4192.5-4200 MHz feeder link frequencies and the L-band frequency bands
1525-1544 MHz, 1545-1559 MHz, 1626.5-1645.5 MHz, 1646.5-1655.5 and
1656.5-1660.5 MHz. [See applications listed in APPENDIX B.]{.underline}

On September 24, 1999, Comsat Corporation d/b/a Comsat Mobile
Communications filed application for authority to operate one 1.8-meter
transmit-only land earth station at Santa Paula, California, to provide
TT&C operations with the INMARSAT 3F3 satellite, using the 1626.5-1652.5
MHz frequency, application file no. SES-LIC-19990924-01627, Call Sign
E990422.

On March 13, 2000, COMSAT GENERAL CORPORATION filed application for
authority to modify its existing 2.4-meter land earth station at Sunset
Beach, HI, to add INMARSAT Ltd.-2 and Ltd.-3 satellites in the Pacific
Ocean Region as points of communications, application file no.
SES-MOD-20000313-00409, Call Sign E970053.

> **[Applications seeking authority to operate mobile earth stations
> (METs) for]{.underline}**
>
> **[the provision of mobile satellite services via INMARSAT
> Ltd.:]{.underline}**

Honeywell, Inc. filed an application seeking a blanket license
authorizing the operation of up to 500 full duplex SCS-1000,
single-channel mobile earth stations (METs), which will communicate with
the Inmarsat satellites through land earth station facilities at the
United States and foreign countries. Honeywell, Inc. proposes to operate
its METs on the 1626.5-1646.5 MHz and 1525-1545 MHz frequencies.
Honeywell, Inc. intends to market, sell, and install the SCS-1000 METs
for use onboard aircraft to enable flight personnel or passengers to
engage in non-safety related voice, data, and facsimile communications
during flight. The SCS-1000 will be flown in domestic, international,
and combinations of domestic and international flight scenarios. [See
applications listed in Appendix C.]{.underline}

Deere & Company filed an application to operate up to 10,000
receive-only Starfire^TM^ mobile earth stations to receive
communications from Inmarsat's IIF2 satellite at 98 W.L. through the
land earth station at Laurentides, Canada, in the frequency of 1536.16
MHz to support Deere's GreenStar^TM^ precision farming service. The
GreenStar^TM^ service assists farmers in comparing the crop yields from
various fields to determine, among other things, the amount of
fertilizer and seed appropriate for a particular field and crop. Deere's
GreenStar^TM^ system automatically records crop yield and moisture data
as the farmer harvests the crop, and at the same time uses the Global
Positioning System to locate the longitude and latitude of each location
where data are collected. [See applications listed in Appendix
C.]{.underline}

Marinesat Communications Network, Inc. d/b/a Stratos Communications
(Stratos) filed applications for authority to operate 1000 each
Inmarsat-B, -M, Mini-M, M4 and C mobile earth stations for the provision
of domestic land mobile satellite service. These METs will communicate
with the Inmarsat Ltd. satellites in the East and West Atlantic Ocean
Regions through its land earth station facility at Laurentides, Canada
and a switch physically located in the United States. The Inmarsat METs
will be used to provide voice, data and facsimile services, enabling
customers to access PSTN and Internet services using the frequencies
1626.5-1646.5 MHz and 1525-1545 MHz. [See applications listed in
Appendix C.]{.underline}

Comsat filed separate applications for authority to operate up to 1000
each Inmarsat B, C, M, Mini-M, and M-4 mobile earth stations with
Inmarsat Ltd. satellites in the East and West Atlantic and Pacific Ocean
Regions through its land earth station facilities at Southbury,
Connecticut and Santa Paula, California. The Inmarsat C terminals
provide domestic land mobile satellite services, including half-duplex
data messaging service. Inmarsat M terminals provide domestic land
mobile satellite services, including full-duplex switched voice,
facsimile and data services. Mini-M mobile earth stations will provide
domestic land mobile satellite service, including full-duplex switched
voice service. The Inmarsat B terminals will provide domestic land
mobile satellite services including, full-duplex switched voice,
facsimile and data services. Inmarsat M-4 mobile earth stations will
provide domestic land mobile satellite service, including full-duplex
switched voice and data services. The INMARSAT M, Mini-M, and M-4
terminals operate in the 1626.5-1660.5 MHz and 1525-1559 MHz frequency
bands. The INMARSAT B and C terminals operate in the 1626.5-1646.5 MHz
and 1525-1545 MHz frequency bands. For Maritime units only, services
include priority routing of distress and safety related communications.
[See applications listed in Appendix C.]{.underline}

> **[Applications pursuant to Section 214 of the Communications Act of
> 1934 seeking authority to provide mobile satellite services via
> INMARSAT Ltd.:]{.underline}**

Marinesat Communications Network, Inc. d/b/a Stratos Communications
(Stratos) filed an application, pursuant to Section 214 of the
Communications Act of 1934, for authority to provide INMARSAT M-4
domestic land mobile satellite service, using Inmarsat-M4 mobile
terminals. Stratos will provide this service using the Inmarsat Ltd.
Satellite System's third generation satellites in the East and West
Atlantic Ocean Regions through its land earth station facility at Staten
Island, New York. Inmarsat-M4 services will allow U.S. customers to have
access to high-speed Internet and other data services from laptop size
mobile terminals. [See applications listed in Appendix C.]{.underline}

Marinesat Communications Network, Inc. d/b/a Stratos Communications
(Stratos) filed an application, pursuant to Section 214 of the
Communications Act of 1934, for authority to provide INMARSAT B, M,
Mini-M, and C domestic land mobile satellite service, using Inmarsat-B,
-M, Mini-M, and --C mobile terminals. Stratos will provide these
services using the Inmarsat Ltd. Satellite System's third generation
satellites in the East and West Atlantic Ocean Regions through its land
earth station facility at Laurentides, Canada and a switch physically
located in the United States. [See applications listed in Appendix
C.]{.underline}

Comsat filed an application, pursuant to Section 214 of the
Communications

Act of 1934, for authority to provide domestic land mobile and
aeronautical mobile

satellite services, using Inmarsat-M4, -B, -M, Mini-M, and --C, and
aeronautical

terminals. COMSAT will provide these services using the Inmarsat Ltd.
Satellite

System's second and third generation satellites in the Atlantic and
Pacific Ocean Regions

through its land earth station facilities at Southbury, Connecticut and
Santa Paula,

California. [See applications listed in Appendix C.]{.underline}

SITA filed an application pursuant to Section 214 of the Communications
Act of 1934, as amended, and Section 63.18(e)(2) and 63.18(e)(4) of the
Commission's rules, for authority to operate as a facilities-based
carrier and to resell international services on all U.S. international
aeronautical routes, except to countries listed on the Commission's
exclusion list. In addition, SITA requests authority to operate as a
nondominant domestic common carrier, pursuant to Section 63.07 of the
Commission's rules. [See applications listed in Appendix C.]{.underline}

IDB Mobile Communications, Inc. filed an application pursuant to Section
214 of the Communications Act of 1934 and Section 63.18(e)(6) of the
Commission's rules, for authority to operate as a facilities-based
carrier for the provision of domestic aeronautical mobile satellite
services via the INMARSAT satellite system. [See applications listed in
Appendix C.]{.underline}

**[Applications filed by COMSAT seeking authority to operate Land earth
Stations for the provision of aeronautical mobile satellite services in
support of Wide Area]{.underline}**

> **[Augmentation System (WAAS) via INMARSAT Ltd.:]{.underline}**

Comsat filed an application for authority under Section 753(c) of the
international Maritime Satellite Act and Section 214 of the
Communications Act of 1934, as amended, to establish channels of
communication between land earth stations at Brewster, Washington, Santa
Paula, California, Southbury, Connecticut and Clarksburg, Maryland and
Inmarsat Third generation satellites in the Atlantic Ocean Region-West,
Atlantic Ocean Region-West and Pacific Ocean Region in support of the
Federal Aviation Administration's Wide Area Augmentation System. [See
application listed in Appendix D]{.underline}.

Comsat Corporation/Comsat Mobile Communications filed applications
requesting authority to operate land earth stations in support of the
Department of Defense's the Global Positioning System (GPS) wide area
augmentation system (WAAS) program. The geographic coverage of the WAAS
program includes the continental U.S., Canada and northern Mexico, and
U.S. offshore continental coastal waters. The WAAS system has three
functional segments: (1) the wide area reference segment, (2) the wide
area master segment and (3) the geostationary communication segment. The
wide area reference segment consists of differential ground stations
that are linked to form an U.S. WAAS network. Signals from GPS
satellites are received by users as well as the WAAS ground stations.
These ground stations are precisely surveyed, allowing each to determine
any error in the GPS signals being received at its geographical
location. Each ground station in the network relays this data to a WAAS
master facility where correction information are processed and
integrated. A navigation message is prepared and uplinked to an INMARSAT
satellite via COMSAT's WAAS land earth station.

The message is then broadcast on the same frequency as GPS by the
INMARSAT satellites to receivers on board aircraft flying within the
broadcast coverage area of the WAAS. COMSAT proposes to operate WAAS LES
on the 6454.4-6456.6 MHz, 1574.4--1576.6 MHz and 3629.4-3631.6 MHz
frequencies. Operations on these frequencies have been coordinated and
cleared by NTIA. [See applications listed in Appendix D]{.underline}.

> **APPENDIX B**
>
> **[Applications to modify the existing Land earth stations (gateway
> stations) to change the points of communications from INMARSAT to
> INMARSAT Ltd.:]{.underline}**

# CALL SIGN FILE NUMBER APPLICANT NAME  {#call-sign-file-number-applicant-name .unnumbered}

E890649 SES-AMD-19990108-00012 COMSAT CORPORATION / COMSAT

MOBILE COMMUNICATIONS

E970322 SES-AMD-19990108-00015 COMSAT CORPORATION / COMSAT

MOBILE COMMUNICATIONS

E980136 SES-AMD-19990108-00041 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

E980137 SES-AMD-19990108-00011 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

E980144 SES-AMD-19990108-00016 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

E990027 SES-MOD-19990108-00051 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

E990032 SES-MOD-19990108-00071 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

E990034 SES-MOD-19990108-00075 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

KA31 SES-MOD-19990108-00017 COMSAT CORPORATION / COMSAT

MOBILE COMMUNICATIONS

KA249 SES-AMD-19990108-00013 COMSAT CORPORATION / COMSAT

MOBILE COMMUNICATIONS

KA304 SES-MOD-19990108-00048 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

KA305 SES-MOD-19990108-00055 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

##### CALL SIGN FILE NUMBER APPLICANT NAME  {#call-sign-file-number-applicant-name-1 .unnumbered}

KA312 SES-MOD-19990108-00024 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

KA313 SES-MOD-19990108-00018 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

KB34 SES-MOD-19990108-00062 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

WA28 SES-MOD-19990108-00020 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

KA63 SES-MOD-19990108-00009 STRATOS MOBILE NETWORKS (USA), LLC

KA76 SES-MOD-19990108-00010 STRATOS MOBILE NETWORKS (USA), LLC

KA227 SES-MOD-19990108-00083 STRATOS MOBILE NETWORKS (USA), LLC

> **APPENDIX C**
>
> **[Applications seeking authority to operate mobile earth stations
> (METs) for]{.underline}**
>
> **[the provision of mobile satellite services via INMARSAT
> Ltd.:]{.underline}**

# CALL SIGN FILE NUMBER APPLICANT NAME (Terminals)  {#call-sign-file-number-applicant-name-terminals .unnumbered}

E000156 SES-LIC-20000403-00534 HONEYWELL, INC. (500 SCS-1000, Mini
Aero.)

E000180 SES-LIC-20000426-00630 MARINESAT COMMUNICATIONS NETWORK, INC.
D/B/A STRATIOS COMMUNICATIONS (1000 INMARSAT M-4)

E000280 SES- LIC-20000609-00944 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS (Up to 1000 INMARSAT M-4)

E000282 SES- LIC-20000609-00946 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS (Up to 1000 INMARSAT Mini-M)

E000283 SES- LIC-20000609-00947 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS (Up to 1000 INMARSAT M)

E000284 SES- LIC-20000609-00948 COMSAT CORPORATION / COMSAT

MOBILE COMMUNICATIONS

(Up to 1000 INMARSAT C)

E000285 SES- LIC-20000609-00949 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS (Up to 1000 INMARSAT B)

E010011 SES- LIC-20010112-00051 DEERE & COMPANY (10,000 Rx-only
Starfire^TM^)

E010047 SES-LIC-20010221-00360 MARINESAT COMMUNICATIONS NETWORK, INC.
D/B/A STRATIOS COMMUNICATIONS (1000 INMARSAT M)

**APPENDIX C (cont'd)**

# CALL SIGN FILE NUMBER APPLICANT NAME (Terminals) SATELLITE  {#call-sign-file-number-applicant-name-terminals-satellite .unnumbered}

E010048 SES-LIC-20010221-00361 MARINESAT COMMUNICATIONS NETWORK, INC.
D/B/A STRATIOS

COMMUNICATIONS (1000 INMARSAT Mini-M)

E010049 SES-LIC-20010221-00362 MARINESAT COMMUNICATIONS

NETWORK, INC. D/B/A STRATIOS COMMUNICATIONS (1000 INMARSAT B)

E010050 SES-LIC-20010221-00363 MARINESAT COMMUNICATIONS NETWORK, INC.
D/B/A STRATIOS COMMUNICATIONS

(1000 INMARSAT C)

> **[Applications pursuant to Section 214 of the Communications Act of
> 1934 seeking authority to provide mobile satellite services via
> INMARSAT Ltd.:]{.underline}**

SES-MSC-20000209-01020 SITA INFORMATION NETWORKING

COMPUTING

(Resale service for AMSS)

SES-MSC-20000426-00861 MARINESAT COMMUNICATIONS NETWORK, INC. D/B/A
STRATIOS COMMUNICATIONS

(INMARSAT M-4 service / LMSS)

SAT-ITC-20000605-00103 COMSAT CORPORATION

> (INMARSAT M-4, M, Mini-M, B & C
>
> Services / AMSS & LMSS)

SES-MSC-20010220-00349 MARINESAT COMMUNICATIONS NETWORK, INC. D/B/A
STRATIOS COMMUNICATIONS

(INMARSAT M, Mini-M, B & C services / LMSS)

ITC-214-19981214-00859 IDB MOBILE COMMUNICATIONS, INC. (domestic AMSS)

**APPENDIX D**

**[Applications filed by COMSAT seeking authority to operate Land earth
Stations for the provision of aeronautical mobile satellite services in
support of]{.underline}**

> **[Wide Area Augmentation System (WAAS) via INMARSAT
> Ltd.:]{.underline}**

**[CALL SIGN FILE NUMBER APPLICANT NAME]{.underline}**

E890649 SES-MOD-19980217-00197 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

E970322 SES-LIC-19970520-00657 COMSAT CORPORATION / COMSAT

MOBILE COMMUNICATIONS

E980136 SES-LIC-19980211-00183 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

E980137 SES-LIC-19980211-00182 COMSAT CORPORATION / COMSAT

MOBILE COMMUNICATIONS

E980144 SES-LIC-19980217-00202 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

KA249 SES- LIC-19970812-01108 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

KA312 SES- MOD-19990709-01203 COMSAT CORPORATION / COMSAT MOBILE
COMMUNICATIONS

ITC-97-222 COMSAT CORPORATION d/b/a

COMSAT MOBILE COMMUNICATIONS (WAAS)

**APPENDIX E**

This Agreement is made this \_\_\_\_ day of \_\_\_\_\_, \_\_\_\_\_ by
and between: MarineSat Communications Network, Inc. and Stratos Mobile
Networks (USA) LLC (collectively, "Stratos"), and the U.S. Department of
Justice ("DOJ") and the Federal Bureau of Investigation ("FBI")
(collectively with all other parties hereto, "the Parties"). This
Agreement is effective as of the date of last signature affixed hereto.

**RECITALS**

Whereas, the U.S. telecommunications system is essential to the U.S.
economy and to U.S. national security, law enforcement, and public
safety;

Whereas, the U.S. government considers it critical to maintain the
viability, integrity and security of the U.S. telecommunications system
(*see, e.g.,* Presidential Decision Directive 63 on Critical
Infrastructure Protection);

Whereas, the U.S. government considers it critical to ensure the
confidentiality of its lawfully authorized surveillance and related
activities, and to ensure the confidentiality of Classified, Controlled
Unclassified, and Sensitive Information;

Whereas, Stratos currently provides service to Inmarsat mobile earth
terminals ("METs") outside of the United States, and has filed with the
Federal Communications Commission ("FCC") license applications under
Sections 214 and 310(b) of the Communications Act of 1934, as amended,
to provide service to METs inside the United States (*see Application
Pursuant to Section 214 for Authority to Provide Domestic Land Mobile
Services Using the Inmarsat Ltd. Satellite System,* File No.
SES-MSC-20010220-00349, *Applications for Blanket Licenses to Operate
Mobile Earth Terminals with Non-U.S. Licensed Satellites*, File Nos.
SES-LIC-20010221-00360; SES-LIC-20010221-00361; SES-LIC-20010221-00362;
SES-LIC-20010221-00363, *Application for Section 214 Authority to
Provide Inmarsat M4 Services,* File No. SES-MSC-20000426-00861, and
*Application for Blanket Authority to Operate Mobile Earth Terminals,*
File No. SES-LIC-20000426-00630);

WHEREAS, MarineSat Communications Network, Inc. d/b/a Stratos
Communications is 100 percent owned by Stratos Holdings, Inc., a
Delaware holding corporation, which is in turn 100 percent owned by
Stratos Global Corp., which has its principal place of business in
Toronto, Ontario, Canada and is 65 percent indirectly owned by Aliant,
Inc., a Canadian holding company with its principal place of business in
Saint John, New Brunswick, Canada;

WHEREAS, Stratos Mobile Networks (USA) LLC is a Delaware-registered
limited liability corporation 91 percent owned by TII Aeronautical Corp.
("TIIA") and 9 percent owned by IDB Mobile Communications, Inc., which
is in turn 100 percent owned by TIIA. TIIA is 100 percent owned by
Stratos Wireless, Inc., which has its principal place of business in
Saint John's, Newfoundland, Canada and is in turn 100 percent owned by
Stratos Global Corp., which has its principal place of business in
Toronto, Ontario, Canada;

Whereas, Stratos has met with the FBI and DOJ to discuss the proposed
services and the government's responsibilities concerning national
security, law enforcement and public safety. In these meetings, Stratos
advised: (a) that some of the Domestic Communications Infrastructure
Stratos would employ (e.g., satellite gateway earth stations) to route
Domestic Communications are located outside the United States; (b) that
the Domestic Communications Infrastructure that is located outside the
United States is located for *bona fide* commercial reasons; (c) that
Stratos plans to route all Domestic Communications through a Point of
Presence physically located in the United States, from which the
government can conduct Electronic Surveillance pursuant to U.S. Lawful
Process; and (d) that Stratos' Domestic Communications Infrastructure
within the United States currently consists of the Nortel MMCS switch
(and related trunking equipment) located in the Stratos facility at 5
Teleport Drive, Staten Island, New York, which is also Stratos' current
Point of Presence within the United States;

Now Therefore, the Parties are entering into this Agreement to address
national security, law enforcement, and public safety concerns.

**ARTICLE I: INFORMATION STORAGE AND ACCESS**

1.  [Point of Presence]{.underline}: Pursuant to the Stratos
    Implementation Plan, Domestic Communications shall be routed through
    a Point of Presence, which is a network switch under the control of
    Stratos and is physically located in the United States, from which
    Electronic Surveillance can be conducted pursuant to Lawful U.S.
    Process. Stratos will provide technical or other assistance to
    facilitate such Electronic Surveillance.

2.  [Stratos Implementation Plan]{.underline}: Certain of the rights and
    obligations of the Parties are set forth in further detail in an
    Implementation Plan dated August \_\_\_, 2001, which is consistent
    with this Agreement. Stratos shall comply with the Implementation
    Plan, which may be amended from time to time pursuant to Section
    7.7.

3.  [CPNI]{.underline}: Stratos shall comply with all applicable FCC
    rules and regulations governing access to and storage of Customer
    Proprietary Network Information ("CPNI"), as defined in 47 U.S.C. §
    222(f)(1).

4.  [Compliance with Lawful U.S. Process]{.underline}: Stratos shall
    take all practicable steps to configure its Domestic Communications
    Infrastructure such that Stratos is capable of complying, and
    Stratos employees in the United States will have unconstrained
    authority to comply, in an effective, efficient, and unimpeded
    fashion, with Lawful U.S. Process, the orders of the President in
    the exercise of his/her authority under § 706 of the Communications
    Act of 1934, as amended (47 U.S.C. § 606), and under § 302(e) of the
    Aviation Act of 1958 (49 U.S.C. § 40107(b)) and Executive Order
    11161 (as amended by Executive Order 11382), and National Security
    and Emergency Preparedness rules, regulations and orders issued
    pursuant to the Communications Act of 1934, as amended (47 U.S.C. §
    151 *et seq.*).

5.  [Information Storage and Access]{.underline}: Stratos shall make
    available in the United States:

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(i) stored Domestic Communications, if such communications are stored by
    or on behalf of Stratos for any reason;

(ii) any Wire Communications or Electronic Communications (including any
     other type of wire, voice or electronic communication not covered
     by the definitions of Wire Communication or Electronic
     Communication) received by, intended to be received by, or stored
     in the account of a Stratos U.S.-Licensed MET, or routed to
     Stratos' Point of Presence in the United States and stored by or on
     behalf of Stratos for any reason;

(iii) Transactional Data and Call Associated Data relating to Domestic
      Communications, if such information is stored by or on behalf of
      Stratos for any reason (although all Parties recognize that
      Stratos currently does not store such information except as part
      of billing records);

(iv) billing records relating to Stratos customers or subscribers for
     its U.S. Licensed METs, Stratos customers and subscribers domiciled
     in the United States, or Stratos customers and subscribers who hold
     themselves out as being domiciled in the United States, as well as
     billing records related to any call routed through Stratos' Point
     of Presence in the United States, if such information is stored by
     or on behalf of Stratos for any reason, for so long as such records
     are kept pursuant to applicable U.S. law or this Agreement; and

(v) Subscriber Information concerning Stratos customers or subscribers
    for its U.S.- Licensed METs, Stratos customers or subscribers
    domiciled in the United States, or Stratos customers or subscribers
    who hold themselves out as being domiciled in the United States, as
    well as Subscriber Information related to any call routed through
    Stratos' Point of Presence in the United States, if such information
    is stored by or on behalf of Stratos for any reason.

    1.  [Storage Pursuant to 18 U.S.C. § 2703(f]{.underline}): Upon a
        request made pursuant to 18 U.S.C. § 2703(f) by a governmental
        entity within the United States to preserve any of the
        information enumerated in Section 1.5, Stratos shall store such
        preserved records or other evidence in the United States.

    2.  [Mandatory Destruction]{.underline}: Stratos shall take all
        practicable steps to store the data and communications described
        in Section 1.5 in a manner not subject to mandatory destruction
        under any foreign laws, if such data and communications are
        stored by or on behalf of Stratos for any reason. Except for
        strictly *bona fide* commercial reasons, such data and
        communications shall be stored in the United States.

    3.  [Billing Records]{.underline}: Stratos shall store for at least
        eighteen (18) months all billing records maintained for a
        U.S-Licensed MET.

    4.  [Communications of a U.S.-Licensed MET]{.underline}: No
        communications of a U.S.-Licensed MET shall be routed outside
        the United States except for strictly *bona fide* commercial
        reasons.

    5.  [Communications of a Non-U.S.-Licensed MET]{.underline}:
        Electronic Surveillance pursuant to Lawful U.S. Process of a
        Non-U.S.-Licensed MET shall be conducted pursuant to the Stratos
        Implementation Plan.

    6.  [Domestic Communications Infrastructure]{.underline}: Except for
        strictly *bona fide* commercial reasons, Domestic Communications
        Infrastructure shall be located in the United States and shall
        be directed, controlled, supervised and managed by Stratos.

    7.  [Compliance with U.S. Law]{.underline}: Nothing in this
        Agreement shall excuse Stratos from any obligation it may have
        to comply with U.S. legal requirements for the retention,
        preservation, or production of such information or data.
        Similarly, in any action to enforce Lawful U.S. Process, Stratos
        has not waived any legal right it might have to resist such
        process.

**ARTICLE II: NON-OBJECTION BY DOJ AND FBI TO GRANT**

**OF LICENSES TO STRATOS**

1.  [Non-Objection to Current Application]{.underline}: Upon the
    execution of this Agreement by all the Parties, the FBI and DOJ
    shall promptly notify the FCC that, provided the FCC adopts a
    condition substantially the same as set forth in Exhibit A attached
    hereto, the FBI and DOJ have no objection to the FCC's grant or
    approval of Stratos' applications (*Application Pursuant to Section
    214 for Authority to Provide Domestic Land Mobile Services Using the
    Inmarsat Ltd. Satellite System,* File No. SES-MSC-20010220-00349,
    *Applications for Blanket Licenses to Operate Mobile Earth Terminals
    with Non-U.S. Licensed Satellites*, File Nos.
    SES-LIC-20010221-00360; SES-LIC-20010221-00361;
    SES-LIC-20010221-00362; SES-LIC-20010221-00363, *Application for
    Section 214 Authority to Provide Inmarsat M4 Services,* File No.
    SES-MSC-20000426-00861, *Application for Blanket Authority to
    Operate Mobile Earth Terminals*, File No. SES-LIC-20000426-00630,
    and *Application Pursuant to Section 214 for Authority to Provide
    Domestic Aeronautical Mobile Satellite Services via the Inmarsat
    System*, File No. ITC-214-19981214-00859).

2.  [Non-Objection to Future Applications]{.underline}: The FBI and DOJ
    agree not to object, formally or informally, to the grant of any
    other FCC application of Stratos for a license under Titles II and
    III of the Communications Act of 1934, as amended, to provide
    service to and operate METs in the United States for communications
    via the Inmarsat Space Segment, provided that such application makes
    clear that the terms and conditions of this Agreement and the
    Implementation Plan shall apply to any license issued pursuant to
    that application. Nothing in this Agreement shall preclude the DOJ
    or the FBI from opposing, formally or informally, a FCC application
    by Stratos to transfer its license(s) to a third party.

**ARTICLE III: SECURITY OFFICE**

1.  [Location of Security Office]{.underline}: Stratos shall maintain
    within the United States a security office. Stratos shall within the
    security office:

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(i) take appropriate measures to prevent unauthorized access to data or
    facilities that might contain Classified Information or Sensitive
    Information;

(ii) assign U.S. citizens, who meet high standards of trustworthiness
     for maintaining the confidentiality of Sensitive Information, to
     positions that handle or that regularly deal with information
     identifiable to such person as Sensitive Information;

(iii) upon request from the DOJ or FBI, provide the name, social
      security number, and date of birth of each person who regularly
      handles or deals with Sensitive Information;

(iv) require that personnel handling Classified Information shall have
     been granted appropriate security clearances;

(v) provide that the points of contact described in Section 3.6 shall
    have sufficient authority over any of Stratos' employees who may
    handle Classified Information or Sensitive Information to maintain
    the confidentiality and security of such information in accordance
    with applicable U.S. legal authority and the terms of this
    Agreement; and

(vi) maintain appropriately secure facilities (e.g., offices) for the
     handling and storage of any Classified Information and Sensitive
     Information.

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2.  [Measures to Prevent Improper Use or Access]{.underline}: Stratos
    shall take reasonable measures to prevent the use of or access to
    Stratos' equipment or facilities to conduct Electronic Surveillance
    in violation of any U.S. federal, state, or local law or the terms
    of this Agreement. These measures shall take the form of technical,
    organizational, personnel-related policies and written procedures,
    necessary implementation plans, and physical security measures.

3.  [Access by Foreign Government Authorities]{.underline}: Stratos
    shall not provide access to Domestic Communications, Call Associated
    Data, Transactional Data, or Subscriber Information stored in the
    United States to any person, if the purpose of such access is to
    respond to the legal process or the request of or on behalf of a
    foreign government, identified representative, or a component or
    subdivision thereof, without the express written consent of the DOJ
    or the authorization of a court of competent jurisdiction in the
    United States. Any requests or submission of legal process described
    in this Section shall be reported to the DOJ as soon as possible and
    in no event later than five (5) business days after such request or
    legal process is received by Stratos, unless the disclosure of the
    request or legal process would be in violation of an order of a
    court of competent jurisdiction within the United States. Stratos
    shall take reasonable measures to ensure that it will learn of all
    such requests or submission of legal process described in this
    Section.

4.  [Disclosure to Foreign Government Authorities]{.underline}: Stratos
    shall not, directly or indirectly, disclose or permit disclosure of,
    or provide access to:

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(i) Classified or Sensitive Information, or

(ii) Subscriber Information, Transactional Data, Call Associated Data,
     or a copy of any Wire Communication or Electronic Communication
     intercepted or acquired pursuant to Lawful U.S. Process

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

5.  [Notification of Access or Disclosure Requests]{.underline}: Stratos
    shall notify DOJ in writing of legal process or requests by foreign
    non-governmental entities for access to or disclosure of Domestic
    Communications unless the disclosure of the legal process or
    requests would be in violation of an order of a court of competent
    jurisdiction within the United States. Stratos shall provide such
    notice to the DOJ no later than ninety (90) days after such request
    or legal process is received by Stratos, unless the disclosure of
    the request or legal process would be in violation of an order of a
    court of competent jurisdiction within the United States.

6.  [Points of Contact]{.underline}: Within sixty (60) days after
    execution of this Agreement by all parties, Stratos shall designate
    points of contact within the United States with the authority and
    responsibility for accepting and overseeing compliance with Lawful
    U.S. Process. The points of contact will be available 24 hours per
    day, 7 days per week and shall be responsible for accepting service
    and maintaining the security of Classified Information and any
    Lawful U.S. Process for Electronic Surveillance in accordance with
    the requirements of U.S. law. Stratos will immediately notify in
    writing the DOJ and the FBI of such designation, and thereafter
    shall promptly notify the FBI and DOJ of any change in that
    designation. The points of contact shall be resident U.S. citizens
    who are eligible for appropriate U.S. security clearances. If
    necessary to receive or handle Sensitive or Classified Information,
    Stratos shall cooperate with any request by a government entity
    within the United States that a background check and/or security
    clearance process be completed for a designated point of contact.

7.  [Security of Lawful Process]{.underline}: Stratos shall protect the
    confidentiality and security of all Lawful U.S. Process served upon
    it and the confidentiality and security of Classified Information
    and Sensitive Information in accordance with U.S. federal and state
    law or regulations.

8.  [Notice of Obligations]{.underline}: Stratos shall instruct
    appropriate officials, employees, contractors and agents as to their
    obligations under this Agreement and issue periodic reminders to
    them of such obligations.

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9.  [Access to Classified or Sensitive Information]{.underline}: Nothing
    contained in this Agreement shall limit or affect the authority of a
    U.S. government agency to deny, limit or revoke Stratos' access to
    Classified and Sensitive Information under that agency's
    jurisdiction.

10. [Reporting of Incidents]{.underline}: Stratos shall take practicable
    steps to ensure that, if any Stratos official, employee, contractor
    or agent acquires any information that reasonably indicates: (i) a
    breach of this Agreement; (ii) Electronic Surveillance conducted in
    violation of U.S. federal, state or local law or regulation; (iii)
    access to or disclosure of CPNI or Subscriber Information in
    violation of U.S. federal, state or local law or regulation (except
    for violations of FCC regulations relating to improper use of CPNI);
    or (iv) improper access to or disclosure of Classified Information
    or Sensitive Information, then Stratos shall notify the FBI and DOJ.
    This report shall be made promptly and in any event no later than
    ten (10) calendar days after Stratos acquires such information.
    Stratos shall lawfully cooperate in investigating the matters
    described in this Section. Stratos need not report information where
    disclosure of such information would be in violation of an order of
    a court of competent jurisdiction within the United States. This
    Section is effective thirty (30) calendar days after execution of
    this Agreement by all Parties.

11. [Notice of Decision to Store Information Outside the United
    States]{.underline}: Stratos shall provide to the FBI and DOJ
    thirty (30) calendar days advance notice if Stratos (or any entity
    with which Stratos has contracted or made other arrangements for
    data or communications processing or storage) plans to store outside
    of the United States Domestic Communications, Transactional Data,
    Call Associated Data, or Subscriber Information that was previously
    stored within the United States. Such notice shall, at a
    minimum, (a) include a description of the type of information to be
    stored outside the United States, (b) identify the custodian of the
    information if other than Stratos, (c) identify the location where
    the information is to be stored, and (d) identify the factors
    considered in deciding to store the information outside of the
    United States (see Section 1.7). This section is effective
    thirty (30) calendar days after execution of this Agreement by all
    Parties.

12. [Joint Ventures]{.underline}: Stratos may enter into joint ventures
    under which the joint venture or entity may provide Domestic
    Communications. To the extent Stratos does not have *de facto* or
    *de jure* control over such joint venture or entity, Stratos shall
    in good faith endeavor to have such entity comply with this
    Agreement as if it were a subsidiary of Stratos and shall consult
    with the FBI or the DOJ about the activities of such entity. This
    Section is effective upon execution of this Agreement by all the
    Parties. Nothing in this Section relieves, nor shall it be construed
    to relieve, Stratos of its obligations under Sections 1.5 and 1.7.

13. [Outsourcing Third Parties]{.underline}: If Stratos outsources
    functions covered by this Agreement to a third party, Stratos shall
    take reasonable steps to ensure that those third parties comply with
    the applicable terms of this Agreement.

14. [Access to Information]{.underline}: In response to reasonable
    requests made by the FBI or the DOJ, Stratos shall provide access to
    information concerning technical, physical, management, or other
    security measures and other reasonably available information needed
    by the DOJ or the FBI to assess compliance with the terms of this
    Agreement.

15. [Visits and Inspections]{.underline}: Upon reasonable notice and
    during reasonable hours, the FBI and the DOJ may visit and inspect
    any part of Stratos' Domestic Communications Infrastructure and
    security office for the purpose of verifying compliance with the
    terms of this Agreement. Stratos may have appropriate Stratos
    employees accompany U.S. government representatives throughout any
    such inspection.

16. [Access to Personnel]{.underline}: Upon reasonable notice from the
    FBI or the DOJ, Stratos will make available for interview officers
    or employees of Stratos, and will seek to require contractors to
    make available appropriate personnel located in the United States
    who are in a position to provide information to verify compliance
    with this Agreement.

17. [Annual Report]{.underline}: On or before the last day of January of
    each year, a designated senior corporate officer of Stratos shall
    submit to the FBI and the DOJ a report assessing Stratos' compliance
    with the terms of this Agreement for the preceding calendar year.
    The report shall include:

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(i) a copy of the policies and procedures adopted to comply with this
    Agreement;

(ii) a summary of the changes, if any, to the policies and procedures,
     and the reasons for those changes;

(iii) a summary of any known acts of noncompliance with the terms of
      this Agreement, whether inadvertent or intentional, with a
      discussion of what steps have been or will be taken to prevent
      such acts from occurring in the future; and

(iv) identification of any other issues that, to Stratos' knowledge,
     will or reasonably could affect the effectiveness of or compliance
     with this Agreement.

**ARTICLE IV: DEFINITIONS**

As used in this Agreement:

1.  "[Call Associated Data]{.underline}" means any information possessed
    by Stratos relating to a Domestic Communication or relating to the
    sender or recipient of that Domestic Communication and may include
    without limitation subscriber identification, called party number,
    calling party number, start time, end time, call duration, feature
    invocation and deactivation, feature interaction, registration
    information, user location, diverted to number, conference party
    numbers, dual tone multifrequency (dialed digit extraction), inband
    and outofband signaling, and party add, drop, and hold.

2.  "[Classified Information]{.underline}" means any information that
    has been determined pursuant to Executive Order 12958, or any
    predecessor or successor Executive Order, or the Atomic Energy Act
    of 1954, or any statute that succeeds or amends the Atomic Energy
    Act, to require protection against unauthorized disclosure.

3.  "*[De facto]{.underline}*" and "*[de jure]{.underline}*" control
    have the meaning provided in 47 C.F.R. § 1.2110.

4.  "[Domestic Communications]{.underline}" means (i) Wire
    Communications or Electronic Communications (whether stored or not)
    between a U.S.-Licensed MET and another U.S. location, and (ii) the
    U.S. portion of a Wire Communication or Electronic Communication
    (whether stored or not) that originates from or terminates to a
    U.S.-Licensed MET.

5.  "[Domestic Communications Infrastructure]{.underline}" means the
    facilities and equipment of Stratos used to provide, process,
    direct, control, supervise or manage Domestic Communications.
    Domestic Communications Infrastructure may be located, for *bona
    fide* commercial reasons, outside the United States.

6.  "[Electronic Communication]{.underline}" has the meaning given it in
    18 U.S.C. § 2510(12).

7.  "[Electronic Surveillance]{.underline}" means (i) the interception
    of wire, oral, or electronic communications as defined in 18 U.S.C.
    §§ 2510(1), (2), (4) and (12), respectively, and electronic
    surveillance as defined in 50 U.S.C. § 1801(f); (ii) access to
    stored wire or electronic communications, as referred to in 18
    U.S.C. § 2701 *et seq.*; (iii) acquisition of dialing or signaling
    information through pen register or trap and trace devices or other
    devices or features capable of acquiring such information pursuant
    to law as defined in 18 U.S.C. § 3121 *et seq.* and 50 U.S.C. § 1841
    *et seq.*; (iv) acquisition of location-related information
    concerning a telecommunications service subscriber; (v) preservation
    of any of the above information pursuant to 18 U.S.C. § 2703(f);
    and (vi) including access to, or acquisition or interpretation of,
    communications or information as described in (i) through (v) above
    and comparable State laws.

8.  "[Foreign]{.underline}" where used in this Agreement, whether
    capitalized or lower case, means non-U.S.

9.  "[Intercept]{.underline}" or "[Intercepted]{.underline}" has the
    meaning defined in 18 U.S.C. § 2510(4).

10. "[Lawful U.S. Process]{.underline}" means lawful requests by U.S.
    federal, state or local law enforcement agencies or U.S.
    intelligence agencies, certifications, and court orders regarding
    Electronic Surveillance and the acquisition of Subscriber
    Information.

11. "[Non-U.S.-Licensed MET]{.underline}" means an Inmarsat MET that is
    not covered by a Stratos license or authorization to provide service
    to METs inside the United States.

12. "[Parties]{.underline}" has the meaning given it in the Preamble.

13. "[*Pro forma* assignments]{.underline}" or "[*pro forma* transfers
    of control]{.underline}" are transfers or assignments that do not
    "involve a substantial change in ownership or control" of the
    licenses as provided in 47 U.S.C. § 309(c)(2)(B).

14. "[Sensitive Information]{.underline}" means unclassified information
    regarding (i) the persons or facilities that are the subjects of
    Lawful U.S. Process, (ii) the identity of the government agency or
    agencies serving such Lawful U.S. Process, (iii) the location or
    identity of the line, circuit, transmission path, or other
    facilities or equipment used to conduct Electronic
    Surveillance, (iv) the means of carrying out Electronic
    Surveillance, (v) the type(s) of service, telephone number(s),
    records, communications, or facilities subjected to Lawful U.S.
    Process, and (vi) other unclassified information designated in
    writing by an authorized official of a federal, state or local law
    enforcement agency or a U.S. intelligence agency as "Sensitive
    Information."

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

16. "[Transactional Data]{.underline}" means:

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a)  any "call identifying information," as defined in 47 U.S.C. §
    1001(2), possessed by Stratos, including without limitation the
    telephone number or similar identifying designator associated with a
    Domestic Communication;

b)  Internet address or similar identifying designator associated with a
    Domestic Communication;

c)  the time, date, size and duration of a Domestic Communication;

d)  any information possessed by Stratos relating specifically to the
    identity and physical address of a Stratos U.S. subscriber, user, or
    account payer;

e)  to the extent associated with such a U.S. subscriber, user or
    account payer, any information possessed by Stratos relating to
    telephone numbers, Internet addresses, or similar identifying
    designators; the physical location of equipment if known and if
    different from the location information provided under (f) below;
    types of service; length of service; fees; and usage, including
    billing records; and

f)  to the extent permitted by U.S. laws, any information possessed by
    Stratos indicating as closely as possible the physical location to
    or from which a Domestic Communication is transmitted.

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17. "[United States]{.underline}" or "[U.S.]{.underline}" means the
    United States of America including all of its States, districts,
    territories, possessions, commonwealths, and the territorial and
    special maritime jurisdiction of the United States.

18. "[U.S.-Licensed MET]{.underline}" means a MET covered by Stratos'
    *Applications for Blanket Licenses to Operate Mobile Earth Terminals
    with Non-U.S. Licensed Satellites*, File Nos.
    SES-LIC-20010221-00360; SES-LIC-20010221-00361;
    SES-LIC-20010221-00362; SES-LIC-20010221-00363, *Application for
    Blanket Authority to Operate Mobile Earth Terminals,* File No.
    SES-LIC-20000426-00630, or by any future Stratos Title III license
    granted to provide service to METs inside the United States.

19. "[Wire Communication]{.underline}" has the meaning given it in 18
    U.S.C. § 2510(1).

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

**ARTICLE V: FREEDOM OF INFORMATION ACT**

1.  [Protection from Disclosure]{.underline}: The DOJ and FBI shall take
    all reasonable measures to protect from public disclosure all
    information submitted by Stratos to the DOJ or FBI in connection
    with this Agreement and clearly marked with the legend
    "Confidential" or similar designation. Such markings shall signify
    that it is Stratos' position that the information so marked
    constitutes "trade secrets" and/or "commercial or financial
    information obtained from a person and privileged or confidential,"
    or otherwise warrants protection within the meaning of 5 U.S.C. §
    552(b)(4). If a request is made under 5 U.S.C. § 552(a)(3) for
    information so marked, and disclosure of any information (including
    disclosure in redacted form) is contemplated, the DOJ or FBI, as
    appropriate, shall notify Stratos of the intended disclosure as
    provided by Executive Order 12600, 52 Fed. Reg. 23781 (June 25,
    1987). If Stratos objects to the intended disclosure and its
    objections are not sustained, the DOJ or FBI, as appropriate, shall
    notify Stratos of its intention to release (as provided by Section 5
    of Executive Order 12600) not later than five (5) business days
    prior to disclosure of the challenged information.

2.  [Use of Information for U.S. Government Purposes]{.underline}:
    Nothing in this Agreement shall prevent the DOJ or the FBI from
    lawfully disseminating information as appropriate to seek
    enforcement of this Agreement, provided that the DOJ and FBI take
    all reasonable measures to protect from public disclosure the
    information marked as described in Section 5.1.

**ARTICLE VI: DISPUTES**

1.  [Informal Resolution]{.underline}: The Parties shall use their best
    efforts to resolve any disagreements that may arise under this
    Agreement. Disagreements shall be addressed, in the first instance,
    at the staff level by the Parties' designated representatives. Any
    disagreement that has not been resolved at that level shall be
    submitted promptly to higher authorized officials, unless the DOJ or
    the FBI believe that important national interests can be protected,
    or Stratos believes that paramount commercial interests can be
    resolved, only by resorting to the measures set forth in Section 6.2
    below. If, after meeting with higher authorized officials, either
    party determines that further negotiations would be fruitless, then
    either party may resort to the remedies set forth in Section 6.2
    below. If resolution of a disagreement requires access to Classified
    Information, the Parties shall designate a person possessing the
    appropriate security clearances.

2.  [Enforcement of Agreement]{.underline}: Subject to Section 6.1 of
    this Agreement, if any Party believes that any other Party has
    breached or is about to breach this Agreement, that Party may bring
    an action against the other Party for appropriate judicial relief.
    Nothing in this Agreement shall limit or affect the right of a U.S.
    Government agency to:

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(i) seek revocation by the FCC of any license, permit, or other
    authorization granted or given by the FCC to Stratos, or seek any
    other action by the FCC regarding Stratos; or

(ii) seek civil sanctions for any violation by Stratos of any U.S. law
     or regulation or term of this Agreement; or

(iii) pursue criminal sanctions against Stratos, or any director,
      officer, employee, representative, or agent of Stratos, or against
      any other person or entity, for violations of the criminal laws of
      the United States.

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3.  [Forum Selection]{.underline}: It is agreed by and between the
    Parties that a civil action for judicial relief with respect to any
    dispute or matter whatsoever arising under, in connection with, or
    incident to, this Agreement shall be brought, if at all, in the
    United States District Court for the District of Columbia.

4.  [Irreparable Injury]{.underline}: Stratos agrees that the United
    States would suffer irreparable injury if for any reason Stratos
    failed to perform any of its significant obligations under this
    Agreement, and that monetary relief would not be an adequate remedy.
    Accordingly, Stratos agrees that, in seeking to enforce this
    Agreement against Stratos, the FBI and DOJ shall be entitled, in
    addition to any other remedy available at law or equity, to specific
    performance and injunctive or other equitable relief.

**ARTICLE VII: OTHER**

1.  [Right to Make and Perform Agreement]{.underline}: The Parties
    represent that, to the best of their knowledge, they have and shall
    continue to have throughout the term of this Agreement the full
    right to enter into this Agreement and perform their obligations
    hereunder and that this Agreement is a legal, valid and binding
    obligation enforceable in accordance with its terms.

2.  [Waiver]{.underline}: The availability of any civil remedy under
    this Agreement shall not prejudice the exercise of any other civil
    remedy under this Agreement or under any provision of law, nor shall
    any action taken by a Party in the exercise of any remedy be
    considered a waiver by that Party of any other rights or remedies.
    The failure of any Party to insist on strict performance of any of
    the provisions of this Agreement, or to exercise any right they
    grant, shall not be construed as a relinquishment or future waiver,
    rather, the provision or right shall continue in full force. No
    waiver by any Party of any provision or right shall be valid unless
    it is in writing and signed by the Party.

3.  [Headings]{.underline}: The article and section headings and
    numbering in this Agreement are inserted for convenience only and
    shall not affect the meaning or interpretation of this Agreement.

4.  [Other Laws]{.underline}: Nothing in this Agreement is intended to
    limit or constitute a waiver of (i) any obligation imposed by any
    U.S. laws on the Parties or by U.S. state or local laws on
    Stratos, (ii) any enforcement authority available under any U.S. or
    state laws, (iii) the sovereign immunity of the United States,
    or (iv) any authority over Stratos' activities or facilities located
    outside the United States that the U.S. Government may possess.
    Nothing in this Agreement is intended to, or is to be interpreted
    to, require the Parties to violate any applicable U.S. law.

5.  [Statutory References]{.underline}: All references in this Agreement
    to statutory provisions shall include any future amendments to such
    statutory provisions.

6.  [Non-Parties]{.underline}: Nothing in this Agreement is intended to
    confer or does confer any rights or obligations on any Person other
    than the Parties and any other U.S. Governmental Authorities
    entitled to effect Electronic Surveillance pursuant to Lawful U.S.
    Process.

7.  [Modification]{.underline}: This Agreement and the Implementation
    Plan may only be modified by written agreement signed by all of the
    Parties. The DOJ and FBI agree to consider in good faith possible
    modifications to this Agreement if Stratos believes that the
    obligations imposed on it under this Agreement are substantially
    more restrictive than those imposed on other U.S. and foreign
    licensed service providers in like circumstances in order to protect
    U.S. national security, law enforcement, and public safety concerns.
    Any substantial modification to this Agreement shall be reported to
    the FCC within thirty (30) days after approval in writing by the
    Parties.

8.  [Partial Invalidity]{.underline}: If any portion of this Agreement
    is declared invalid by a U.S. court of competent jurisdiction, this
    Agreement shall be construed as if such portion had never existed,
    unless such construction would constitute a substantial deviation
    from the Parties' intent as reflected in this Agreement.

9.  [Good Faith Negotiations]{.underline}: The DOJ and the FBI agree to
    negotiate in good faith and promptly with respect to any request by
    Stratos for relief from application of specific provisions of this
    Agreement to future Stratos activities or services if those
    provisions become unduly burdensome to Stratos or adversely affect
    Stratos' competitive position. If the DOJ or the FBI find that the
    terms of this Agreement are inadequate to address national security
    concerns presented by an acquisition by Stratos in the United States
    after the date that all the Parties have executed this Agreement,
    Stratos shall negotiate in good faith to modify this Agreement to
    address those concerns.

10. [Successors and Assigns]{.underline}: This Agreement shall inure to
    the benefit of, and shall be binding upon, the Parties and their
    respective successors and assigns.

11. [Control of Stratos]{.underline}: If Stratos makes any filing with
    the FCC or any other governmental agency relating to the *de jure*
    or *de facto* control of Stratos, except for filing with the FCC for
    assignments or transfers of control to any U.S. subsidiary of
    Stratos that are *pro forma*, Stratos shall promptly provide to the
    FBI and DOJ written notice and copies of such filing.

12. [Notices]{.underline}: All written communications or other written
    notices relating to this Agreement, such as a proposed modification,
    shall be deemed given: (i) when delivered personally; (ii) if by
    facsimile, upon transmission with confirmation of receipt by the
    receiving Party's facsimile terminal; (iii) if sent by documented
    overnight courier service, on the date delivered; or (iv) if sent by
    mail, five (5) business days after being mailed by registered or
    certified U.S. mail, postage prepaid, addressed to the Parties'
    designated representatives at the addresses shown below, or to such
    other representatives at such other addresses as the Parties may
    designate in accordance with this Section:

> Department of Justice
>
> Assistant Attorney General
>
> Criminal Division
>
> 950 Pennsylvania Ave., N.W.
>
> Washington, D.C. 20530

Federal Bureau of Investigation

> Assistant Director
>
> National Security Division
>
> 935 Pennsylvania Ave., N.W.
>
> Washington, D.C. 20535
>
> Federal Bureau of Investigation
>
> Office of General Counsel
>
> 935 Pennsylvania Ave., N.W.
>
> Washington, D.C. 20535
>
> Stratos Mobile Networks (USA) LLC
>
> Facilities Manager
>
> 5 Teleport Drive
>
> Staten Island, NY 10311
>
> with copy to:
>
> Alfred M. Mamlet
>
> Steptoe & Johnson, LLP
>
> 1330 Connecticut Ave., N.W.
>
> Washington, D.C. 20036

This Agreement is executed on behalf of the Parties:

**Federal Bureau of Investigation**

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Printed Name:

Title:

**MarineSat Communications Network, Inc. and Stratos Mobile Networks
(USA) LLC**

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Printed Name:

Title:

**United States Department of Justice**

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Printed Name:

Title:

**Exhibit A**

CONDITION TO FCC LICENSES

IT IS FURTHER ORDERED, that the authorizations and licenses related
thereto are subject to compliance with the provisions of the Agreement
attached hereto between MarineSat Communications Network, Inc. and
Stratos Mobile Networks (USA) LLC on the one hand, and the U.S.
Department of Justice (the "DOJ") and the Federal Bureau of
Investigation (the "FBI") on the other, dated \_\_\_\_\_\_\_\_ \_\_,
2001, which Agreement is designed to address national security, law
enforcement and public safety issues of the DOJ and the FBI regarding
the authority and licenses granted herein. Nothing in this Agreement is
intended to limit any obligation imposed by Federal law or regulation
including, but not limited to, 47 U.S.C. § 222(a) and (

SEPARATE STATEMENT OF

COMMISSIONER KATHLEEN ABERNATHY

**In re: Applications for Authority to Operate Mobile Earth Terminals
and Land Earth Stations via Inmarsat Satellites to Provide Domestic and
International Mobile Satellite Service, File No. ITC-97-222, Memorandum
Opinion, Order and Authorization (rel. DATE)**

Today's decision represents another significant step in the
International Bureau's effort to reduce its backlog. Indeed, with this
single Order, the Bureau has granted more than 60 pending applications.
Since taking office, I have stressed the need for the Commission to
focus on quality and timely service, and the need to reduce any
remaining backlogs. Although I am pleased with the Bureau's diligence
and dedication in this effort, we must remain vigilant to ensure that
the backlog dragon is slayed, buried, and never rises to plague our
licensees again. I look forward to working with the Bureau staff, my
fellow commissioners and the Chairman to ensure that the public receives
the quality service it deserves.

[^1]: We will refer to the two closely affiliated Comsat companies as
    "Comsat," and the three closely affiliated Stratos companies,
    including IDB Mobile Communications, Inc., as "Stratos." We also
    note that on July 31, 2000, the Commission authorized the transfer
    of control of Comsat Corporation and its subsidiaries to a
    wholly-owned subsidiary of Lockheed Martin Corporation.
    *Applications for Transfer of Control of Comsat Corporation and Its
    Subsidiaries, Licensees of Various Satellite, Earth Station Private
    Land Mobile Radio and Experimental Licenses, and Holders of
    International Section 214 Authorizations*, 15 FCC Rcd 22910 (2000).
    We further note that Stratos is indirectly controlled by NewTel
    Enterprises Limited, a Canadian corporation, which is controlled by
    BCE, Inc., a Canadian holding company. The Commission has found that
    the transfer of control of Stratos' Section 214 and Title III
    authorizations to NewTel is in the public interest. *See Stratos
    Mobile Networks (USA) LLC, et al.,* 13 FCC Rcd 14040 (1998).

[^2]: MSS is a radiocommunication service between mobile earth stations
    and one or more space stations providing voice, data and other
    services. MSS is used generically in this order to encompass service
    to mobile terminals on land vehicles (Land Mobile Satellite Service
    (LMSS)), aircraft (Aeronautical Mobile Satellite Service (AMSS)),
    and ships (Maritime Mobile Satellite Service (MMSS)).

[^3]: The L-band encompasses frequencies from 1525-1544/1545-1559 MHz
    and 1626.5-1645.5/1646.5-1660.5 MHz. The frequencies 1525-1544 MHz
    and 1626.5-1645.5 MHz are referred to as the "lower L-band" and
    1545-1559 MHz and 1646.5-1660.5 MHz as the "upper L-band." The band
    1544-1545/1645.5-1646.5 MHz is limited to safety and distress
    communications in the MSS in accordance with Footnotes S5.356 and
    S5.365 to the Table of Frequency Allocations. 47C.F.R. § 2.106.

[^4]: Land earth stations, also called "gateway" or "hub" earth stations
    support communications between a MET and the Inmarsat satellite
    system. In a typical transmission path, a signal from a MET travels
    up to the satellite and then down to the LES, where the MET signal
    is interconnected with the terrestrial facilities such as the public
    switched telephone network or Internet. Return signals are sent by
    the LES to the satellite, which retransmits them to the MET.

[^5]: Pub. L. 106-180, 115 Stat 48 (2000).

[^6]: *See, e.g., American Mobile Satellite Corporation, et al.*, 7 FCC
    Rcd 942 (1992).

[^7]: In October 1989, amendments to the Inmarsat Convention and
    Operating Agreement allowed the organization to provide aeronautical
    services in addition to maritime services. *See also, Provision of
    Aeronautical Services via the Inmarsat System,* CC Docket 87-75,
    Report and Order and Authorization, 13 FCC Rcd 21155 (1998), note 1.

[^8]: *Amendment of Parts 2, 22, and 25 of the Commission\'s Rules to
    Allocate Spectrum for and to Establish Other Rules and Policies
    Pertaining to the Use of Radio Frequencies in a Land Mobile
    Satellite Service for the Provision of Various Common Carrier
    Services,* Second Report and Order, 2 FCC 2d 485 (1987).

[^9]: *Amendment of Parts 2, 22, and 25 of the Commission\'s Rules to
    Allocate Spectrum for and to Establish Other Rules and Policies
    Pertaining to the Use of Radio Frequencies in a Land Mobile
    Satellite Service, Memorandum Opinion Order and Authorization*, 4
    FCC Rcd 6041 (1989); remanded, *Aeronautical Radio, Inc. v. FCC*,
    928 F.2d 428 (D.C. Cir. 1991); 7 FCC Rcd 266 (1992) (remand
    decision); *aff\'d sub nom. Aeronautical Radio, Inc. v. FCC*, 983
    F.2d 275 (D.C. Cir. 1993) (\"AMSC Authorization\").

[^10]: *AMSC Subsidiary Corporation*, 10 FCC Rcd 10458 (1995)
    (authorizing AMSC to operate its existing data mobile terminals in
    the lower L-band on a temporary basis).

[^11]: The five operators are: Motient; MSAT, a Canadian operator;
    Solidaridad, a Mexican-licensed operator; TM Sat, a Russian
    operator; and Inmarsat Ltd., a United Kingdom operator.

[^12]: *See generally* International Telecommunication Union\'s Radio
    Regulations Article S9 (1998 edition).

[^13]: The United Kingdom has since informed the Commission that it is
    now a party to the Mexico City Agreement. *See* Letter from Steve
    Jones, United Kingdom Radiocommunications Agency, to Thomas S. Tycz,
    Federal Communications Commission, dated August 18, 1999.

[^14]: *See* International Action: \"FCC Hails Historic Agreement on
    International Satellite Coordination,\" News Release, Report No. IN
    96-16 (June 25, 1996) (\"Mexico City Agreement\").

[^15]: The results of the WTO basic telecommunications services
    negotiations are incorporated into the General Agreement on Trade in
    Services (GATS) by the Fourth Protocol to the GATS (April 30, 1996),
    36 I.L.M. 336 (1997). These results, as well as the basic
    obligations contained in the GATS, are referred to herein as the
    \"WTO Agreement.\"

[^16]: *Amendment of the Commission\'s Regulatory Policies to Allow
    Non-U.S. Licensed Space Stations to Provide Domestic and
    International Satellite Service in the United States*, IB Docket No.
    96-111, *Notice of Proposed Rulemaking*, 11 FCC Rcd 18178 (1996),
    *Report and Order*, 12 FCC Rcd 24094 (1997) (\"*DISCO II*\").

[^17]: 47 USC at §§ 308(b), 309; *DISCO II* at ¶158.

[^18]: *DISCO II* at ¶15.

[^19]: *Id.* at ¶183-188.

[^20]: Pub. L. 106-180 § 2.

[^21]: Letter to Secretary, Federal Communications Commission from Kelly
    Cameron on behalf of Inmarsat Ventures, PLC, dated March 21, 2001.

[^22]: Report to the Committees on Energy and Commerce and International
    Relations of the House of Representatives and to the Committees on
    Commerce, Science, and Transportation and Foreign Relations of the
    Senate, pursuant to Section 646(A) of Section 3 of the ORBIT Act
    (Pub L 106-180) (Feb. 28, 2001) (the Administration Report).

[^23]: *Requests for Special Temporary Authority of Comsat Corporation
    and Stratos (USA) Limited to Change Points of Communications from
    Inmarsat to Inmarsat Limited,* DA 99-679 (rel. April 12, 1999*).*

[^24]: *Requests for Special Temporary Authority of Comsat Corporation
    and Stratos (USA) Limited to Change points of Communications from
    Inmarsat to Inmarsat Limited,* DA 99-2188 (rel. October 15, 1999);
    DA 00-774 (rel. April 3, 2000). This STA has been renewed and is
    currently due to expire on September 30, 2001.

[^25]: *Requests for Special Temporary Authority of Comsat Corporation
    and Stratos (USA) Limited to Change Points of Communications from
    Inmarsat to Inmarsat Limited,* DA 00-744 (rel. April 3, 2000)*.*

[^26]: A more detailed description of the applications is contained in
    Appendices A-D.

[^27]: T hese various designations for METs operating with the Inmarsat
    Ltd. system correspond to given technical parameters, based on
    intended uses and design parameters for the MET.

[^28]: SITA only requests Section 214 common carrier authority. SITA
    states that individual airlines or other end users would need to
    separately obtain radio frequency authorizations for METs, as
    required under Title III of the Communications Act. SITA intends to
    employ gateway earth stations outside the U.S., specifically, in
    Canada, France, Australia, and Japan, and provide services using
    Inmarsat space segment. SITA App. at 2.

[^29]: Honeywell states that Inmarsat, Ltd. has approved the mobile unit
    for its intended use and the Federal Aviation Administration (FAA)
    has authorized Honeywell to proceed with its plan to obtain
    supplemental Type Certification. Honeywell App. (Exhibit A at 1).
    Honeywell's request concerns radiofrequency licensing of METs only.
    Thus, Honeywell terminals will need to be used in conjunction with a
    separate service provider authorized to provide service pursuant to
    Section 214 or other provisions of Title II of the Communications
    Act.

[^30]: The GreenStar^TM^ service assists farmers in comparing the crop
    yields from various fields to determine, among other things, the
    amount of fertilizer and seed appropriate for a particular field and
    crop. The system also records crop yields and moisture data as the
    farmer harvests the crop. Deere App. (Attachment B, at 1).

[^31]: These land earth stations are currently licensed to operate on
    the 6424-6454 MHz and 3600-3629 MHz feeder link frequencies and the
    L-band frequency bands 1525-1559 MHz and 1626.5-1660.5 MHz
    consistent with operations of INMARSAT Second and Third Generation
    satellites for the provision of international mobile satellite
    service.

[^32]: Comsat proposes to operate the WAAS LESs on the 6454.4-6456.6
    MHz, 1574.4 -1576.6 MHz and 3629.4-3631.6 MHz frequencies.

[^33]: Pub. L. 106-180, §§ 621-624.

[^34]: Under the ORBIT Act, "non-core" services for Inmarsat are
    services other than global maritime distress and safety services or
    other existing maritime or aeronautical services for which there are
    not alternative providers. Pub. L. 106-180, § 681(11).

[^35]: Pub. L. 106-180, § 601(b)(1)

[^36]: *Id*. § 621.

[^37]: *Id*. § 624.

[^38]: *Id*. § 601(a)(2).

[^39]: *Id.* at §§ 621, 623.

[^40]: *Id.* at § 601(c).

[^41]: Pub. L. 106-180 § 601(b)(1)(3)

[^42]: *Id.* at § 681(11)

[^43]: Partial Opposition of PanAmSat Corporation, File Nos.
    SES-AMD-2000501-00695 et.al. and SES-AMD-2000426-00655 et. al.,
    filed June 16, 2000. (PanAmSat Partial Opposition) at 4-5.

[^44]: PanAmSat Partial Opposition at 5-7.

[^45]: *Id.* at 2.

[^46]: *Id.* at 7-10.

[^47]: Inmarsat Comments on Comsat Applications at 2-3 and on Stratos
    Applications at 2-3.

[^48]: Inmarsat Comments on Comsat Applications at 4-12 and on Stratos
    Applications at 4-12.

[^49]: Comsat Reply at 2-3; Stratos Reply at 6-7.

[^50]: Comsat Reply at 3-6; Stratos Reply at 7-14.

[^51]: Comsat Reply at 6-7; Stratos Reply at 14-15.

[^52]: Stratos Reply at 4-5.

[^53]: PanAmSat Response at 2-3

[^54]: *Id.* at 3.

[^55]: *Id.* at 1-2.

[^56]: Motient Petitions to Deny: Comsat Applications at 15-16; Stratos
    Applications at 12-13; SITA Application at 14-15; Honeywell
    application at 14-15; and Deere Application at 8.

[^57]: Motient Petitions to Deny: Comsat Applications at 16; Stratos
    Applications at 13; SITA Application at 16; and Honeywell
    Application at 15; and Deere Application at 8.

[^58]: Motient Petitions to Deny: Comsat Applications at 17; Stratos
    Applications at 14-15; SITA Application at 16; and Honeywell
    Application at 16.

[^59]: Motient Petitions to Deny: Comsat Applications at 17-18; Stratos
    Applications at 14; SITA Application at 17; and Honeywell
    Application at 16-17; and Deere Application at 8

[^60]: Motient Petitions to Deny: Comsat Applications at 18; Stratos
    Applications at 13; SITA Application at 15; and Honeywell
    Application at 15.

[^61]: GE Americom Petition to Deny at 3-4.

[^62]: *Id.*

[^63]: Globalstar Petition to Deny at 4.

[^64]: *Id.* at 4-5.

[^65]: *Id.* at 5-6.

[^66]: Stratos Opposition at 6-7 and 14; SITA Opposition at 4-5; and
    Honeywell Opposition at 9-10; *See* also Comsat Opposition at 6, n6.

[^67]: Stratos Opposition at 9 and 12-13; SITA Opposition at 6;
    Honeywell Opposition at 11; Comsat Oppositions at 4-6 (SES-LLC-2000
    609-00944 et. seq.) and at 4-6 (SAT-ITC-2000 605-00103).

[^68]: Stratos Opposition at 13-14; SITA Opposition at 6; Honeywell
    Opposition at 11 and Comsat Opposition at 4-6 (SES-LLC-2000 609
    00944).

[^69]: Stratos Opposition at 15; Comsat Opposition at 5-6
    (SES-LLC-2000609-00944 et. seq.); and Honeywell Opposition at 13.

[^70]: Stratos Opposition at 14; Comsat Opposition at 7
    (SES-LLC-2000609-00944); SITA Opposition at 6; and Honeywell
    Opposition at 11.

[^71]: Stratos Opposition at 15-16; Comsat Opposition at 7
    (SES-LLC-2000609-00944); and Honeywell Opposition at 13.

[^72]: Stratos Opposition at 18-19; and Comsat Opposition at 10
    (SES-LLC-2000609-0944 et. seq.).

[^73]: Deere Consolidated Opposition at i and 6-10.

[^74]: *Id.*

[^75]: *Id.*

[^76]: *Id.*

[^77]:

[^78]: Motient Replies to: Comsat Opposition at 11-13; Stratos
    Opposition at 12-13; and Honeywell Opposition at 12-13.

[^79]: Letter to Secretary, Federal Communications Commission from Kelly
    Cameron on behalf of Inmarsat Ventures, dated January 5, 2001 at 3.
    Comsat also filed a letter describing the meeting of shareholders
    October 30, 2000 action. *See* also letter to Secretary, Federal
    Communications Commission from Bruce A. Henoch, Assistant General
    Counsel, Comsat Corporation, dated November 14, 2000. PanAmSat and
    Motient filed responses to the Inmarsat and Comsat letters. Letter
    to Secretary, Federal Communications Commission from Joseph A.
    Godles on behalf of PanAmSat, dated November 21, 2000, and from
    Bruce Jacobs on behalf of Motient, dated November 27, 2000 and
    January 12, 2001.

[^80]: *Id.* Attachment B to Exhibit A.

[^81]: Letter to Secretary, Federal Communications Commission from Kelly
    Cameron on behalf of Inmarsat Ventures PLC, dated March 21, 2001.

[^82]: *Id.*

[^83]: A*pplications 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, FCC 01-183 (rel. May 29,
    2001), at 21-24 (*INTELSAT ORBIT Act Compliance Order*).

[^84]: *See* *Environmental Defense Fund, Inc. v. Environmental
    Protection Agency*, 82 F.3d 451, 457, 317 U.S.App. DC (D.C. Cir.
    1996), amended on other grounds, 92 F.3d 1208 (D.C. Cir. 1996),
    citing Oxford English Dictionary 773 (2d 1989) (The phrase
    "consistent with" does not require exact correspondence. Where this
    flexible statutory language is used the court must defer to the
    agency's determination.) and *N.L. Indes, Inc. v. Kaplan*, 792 F.2d
    896, 898-899 (9^th^ Cir. 1996) (statutory phrase "consistent with"
    does not necessitate strict compliance with provisions).

[^85]: *INTELSAT ORBIT Act Compliance Order* at 22.

[^86]: *Applications of Ameritech Corp., Transferor, and SBC
    Communications Inc., Transferee*, 14 FCC Rcd 14714, n. 817 (1999)

[^87]: *INTELSAT ORBIT Act Compliance Order* at 22.

[^88]: *Id*. at 23-24.

[^89]: In the Matter of Inmarsat Ventures PLC Request for Further
    Extension of Time Under Section 621(5) of the ORBIT Act, Memorandum
    Opinion and Order, FCC 01-193, June 25, 2001 (*Second Extension
    Order*)

[^90]: *Second Extension Order* at ¶12; Motient Petition to Deny Deere
    Application at 13-14.

[^91]: *INTELSAT ORBIT Act Compliance Order* at ¶ 24; *Second Extension
    Order* at ¶12.

[^92]: ^.^

[^93]: *DISCO II* at ¶ 183-188.

[^94]: *Id*.

[^95]: *Id*. § 621(2).

[^96]: *Id.* § 621(5)(A)

[^97]: *Id*. § 621(2).

[^98]: *Id*. § 621(2).

[^99]: *Id*.

[^100]: Inmarsat Ventures Ltd., Memorandum Opinion and Order, FCC
    00-356, October 3, 2000 (*First Extension Order*).

[^101]: *Second Extension Order* at ¶¶14-22.

[^102]: *See* ¶ 80, *supra.*

[^103]: Report of the Administration at 2, n4.

[^104]: Pub. L. 106-180, § 624(3).

[^105]: Pub. L. 106-180, § 621(3).

[^106]: *See* Report of the Twelfth Session of the Inmarsat Assembly of
    Parties, Assembly/12/Report (May 8, 1998); Report of the Thirteenth
    (Extraordinary) Session of the Assembly of Parties,
    Assembly/13/Report.

[^107]: *See* Stratos Applications (SES-AMD-20000426-00655, -00663, and
    --00664) Exhibit 1, Declaration of Alan Auckenthaler, General
    Counsel Inmarsat dated April 7, 2000.

[^108]: See Procedures of the United Kingdom Administration in Relation
    to Satellite Networks,
    [www..radio.gov.uk](../www.radio.gov.UK/document/ra/info/ra.301.htm)

[^109]: Pub. L. 106-180, § 621(5).

[^110]: *See* Report of the Twelfth Session of the Inmarsat Assembly of
    Parties, Assembly/12/Report (May 8, 1998); Report of the Thirteenth
    (Extraordinary) Session of the Assembly of Parties,
    Assembly/13/Report (October 8, 1998).

[^111]: Pub. L. 106-180, § 621(5)(D)(i).

[^112]: *Halsbury's Laws of England, Fourth Edition 1996 reissue ,
    editor in chief the Right Honourable Lord Hailsham of St.
    Marylebone, Lord High Chancellor of Britain 1970-74 and 1979-87,
    Volume 7(1), Butterworths, London.*

[^113]: Pub. L. 106-180, § 621(5)(B).

[^114]: *See* Auckenthaler Declaration at ¶10.

[^115]: Pub. L. 106-180, § 621(5)(C).

[^116]: *See* Cameron January 5 letter at 3.

[^117]: Cameron March 21 letter.

[^118]: *Id.* Attachment B.

[^119]: Notwithstanding this finding, we disagree with Comsat that
    Section 621(5)(C) must be read in a manner that would tie compliance
    with all of its requirements to the date of the IPO. Section 621(5)
    specifies criteria for conversion to a stock corporation from an
    IGO. Only subsections (A) and (B) address requirements for the
    corporation to become a publicly held company. Subsections (C), (D)
    and (E) placing limitations of directors, officers and managers and
    transactions among entities, apply whether or not the company is
    publicly owned.

[^120]: Auckenthaler Declaration at ¶13. It also initially indicated
    that its Chairman of the Board was a manager of a former Signatory,
    but resigned that position on September 30, 2000. We therefore need
    not address the contention of Inmarsat and applicants that the term
    "officers and managers" in Section 621(5)(D)(ii)(I) does not include
    the Chairman of the Board.

[^121]: *Id.* at ¶14.

[^122]: Inmarsat Reply Comments in Stratos Applications (SES-LIC
    20000426-00630 and SES-MSC-2000426-00861) at 8.

[^123]: By way of example, we note that in an analogous situation,
    Federal law regarding conflict of interest prohibits investment by
    individuals in entities in which they have a direct or indirect
    financial interest. 18 U.S.C. 208(a). The statute recognizes that in
    certain cases the nature and size of the financial interest might be
    too remote or too inconsequential to affect the integrity of the
    services of the individuals in question. 18 U.S.C. 208(b)(2). The
    regulations promulgated to implement this conflict of interest law
    provide an automatic *de minimis* exemption for securities where the
    aggregate market value of the holding of the individual and his or
    her family is less than \$5,000. 5 C.F.R. 2640.202(a).

[^124]: Auckenthaler Declaration at ¶15.

[^125]: Pub. L. 106-180, § 621(5)(E).

[^126]: Auckenthaler Declaration at ¶16.

[^127]: *Id.*

[^128]: *Id.*

[^129]: Pub. L. 106-180, § 621(6).

[^130]: Outer Space Act 1986 (1986 Chapter 38).

[^131]: Pub. L. 106-180, § 621(7).

[^132]: Fourth Protocol to the GATS, April 30, 1996, 36 I.L.M.366
    (1997)(Agreement on Basic Telecommunications containing specific
    commitments).

[^133]: Pub. L. 106-180 § 624(1).

[^134]: Pub. L. 106-180 § 624(2).

[^135]: Comments on Comsat Applications at 9-10.

[^136]: <http://www.teledesic.com/about/newicofacts.htm>.

[^137]: Inmarsat comments on Comsat Applications (SEC-AMD-20000501-00695
    *et. seq*.) at 9-10.

[^138]: *Id.*

[^139]: *Id.*

[^140]: *Id.*

[^141]: Pub. L. 106-180 § 621(1)(B).

[^142]: Pub. L. 106-180 § 601(b)(1)(ii).

[^143]: Pub. L. 106-180 § 625(5)(A)(ii).

[^144]: *See* Pub. L. 106-180 § 601(b)(1)(B).

[^145]: *See* note 82, *supra.*

[^146]: Pub. L. 106-180 § 601(b)(1)(A)(ii).

[^147]: Pub. L. 106-180, § 648.

[^148]: *Intelsat LLC Licensing Order,* 15 FCC Rcd at 15479-80.

[^149]: Pub. L. 106-180 § 601(b)

[^150]: *See* Pub. L. 106-180 § 602(a) which precludes Commission
    authorization of additional services by Inmarsat until Inmarsat has
    privatized in accordance with the Act. Section 681(2) defines
    "additional services" for Inmarsat as the non-maritime and
    non-aeronautical services in the 1.5 and 1.6 GHz band on planned
    satellites in the 2 GHz band.

[^151]: We need not address Globalstar's argument that Inmarsat's
    provision of domestic land mobile and aeronautical services as
    proposed by the applications before us must be considered
    "additional services" under the Act.

[^152]: Inmarsat Comments on Comsat Applications at 2-3 and on Stratos
    Applications at 2-3.

[^153]: *DISCO II* at ¶15.

[^154]: *Amendment to the Commission's Regulatory Policies Governing
    Domestic Fixed Satellites and Separate International Satellite
    Systems*, IB Docket No. 95-41, 11 FCC Rcd 2429 (1996)(*DISCO I)*.

[^155]: Under the now defunct Transborder policy, U.S. domestic
    satellites could provide international service to countries within
    their footprints where: (1) Intelsat could not provide the service;
    or (2) it would be clearly uneconomical or impractical to use the
    Intelsat system for the service. *Transborder Satellite Video
    Services*, 88 FCC2d 258, 287 (1981). U.S. international satellite
    systems could provide domestic service ancillary to their primary
    international service. *Establishment of Satellite Systems Providing
    International Communications*, 101 FCC 2d 1046 (1985) ("*Separate
    Systems"* decision), *recon.*, 61 R.R.2d 649 (1986), *further
    recon.*, 1 FCC Rcd 439 (1986).

[^156]: *DISCO II* at ¶149.

[^157]: *Id*., at ¶150.

[^158]: *Id*., at ¶147.

[^159]: *Satcom Systems, Inc. and TMI Communications and Co.*, 14 FCC
    Rcd 20798 (1999) (*TMI Order*) aff'd *AMSC Subsidiary Corporation v.
    FCC,* 216 F.3d 1154 (D.C. Cir. 2000).

[^160]: *Id.,* at ¶25.

[^161]: *Id.,* at ¶30.

[^162]: *TMI Order* at ¶34.

[^163]: Motient Petition to Deny Comsat at 24-5; SITA at 26.

[^164]: Motient Petition to Deny Comsat at 26.

[^165]: Motient Petition to Deny Comsat Mobile App. at 20

[^166]: Motient Petition to Deny at 20.

[^167]: Inmarsat Opposition at 4, Comsat Opposition at 11.

[^168]: Comsat Opposition at 10.

[^169]: *Id.* at 11.

[^170]: Motient Reply at 13.

[^171]: *TMI Order* at ¶26.

[^172]: *Id*. at ¶34.

[^173]: *Id.*

[^174]: *Id.*

[^175]: *Comsat Corporation*, 11 FCC Rcd 8021 (1996), ¶5.

[^176]: 47 C.F.R. § 25.111(b) and ITU Radio Regulations, Article S4.2.

[^177]: *See* footnote 9, *supra.*

[^178]: *See, e.g. Establishment of Rules and Policies for the Digital
    Audio Radio Satellite Service in the 2310-2360 MHz Frequency Band*,
    Report and Order and Further Notice, 12 FCC Rcd 5754 (1997).

[^179]: *In the Matter of Establishing Rules and Policies for the Use of
    Spectrum for Mobile Satellite Service in the Upper and Lower
    L-band*, Notice of Proposed Rulemaking, 11 FCC Rcd 11675 (1996)
    (\"*Lower L-band Notice*\").

[^180]: *Lower L-band Notice* at ¶9, *citing Amendments of Parts 2, 22,
    and 25 of the Commission\'s Rules to Allocate Spectrum for and
    Establish Rules Pertaining to the Use of Radio Frequencies in Land
    Mobile Satellite Service*, Notice of Proposed Rulemaking, 50 Fed.
    Reg. 5983 (1985).

[^181]: *Lower L-band Notice* at ¶9.

[^182]: *Id*. at ¶14.

[^183]: *Id.* at ¶11.

[^184]: *Id.* at ¶10.

[^185]: *Id.* at ¶16.

[^186]: *Id.,* at ¶19.

[^187]: Honeywell Opposition at 3; Deere Opposition at 12; Comsat
    Opposition at 15.

[^188]: *Lower L-band Notice,* at ¶ 19.

[^189]: Allocation of a given frequency band for a particular service on
    a primary basis entitles operators to protection against harmful
    interference from other services. Any use of that frequency band for
    service not allocated requires that the operator not cause harmful
    interference to authorized users operating in accordance with the
    Allocation Table and to accept any interference from such authorized
    users. Services operating on a co-primary basis have equal rights.
    However, MSS operations in the upper L-band are subject to Footnote
    US308.

[^190]: AMS\[R\]S is a mobile satellite service using mobile terminals
    on board aircraft. This service can be used to support domestic and
    international traffic, including air traffic control. The \[R\]
    indicates that the spectrum is used for aeronautical communications
    related to the safety and regularity of flights primarily along
    national and international civil air routes.

[^191]: Section 2.106 of the Commission's Rules, 47 C.F.R. § 2.106,
    contains the Table of Frequency Allocations. The Table includes
    footnotes with conditions applicable to both U.S. Government and
    non---Government stations. Footnote US308 states that in the
    1549.5-1558.5/1651-1660 MHz frequency band the AMS\[R\]S
    requirements that cannot be accommodated in the 1545-1549.5 MHz,
    1558.5-1559 MHz, 1646.5-1651 MHz and 1660-1660.5 MHz frequency bands
    shall have priority access with real-time preemptive capability with
    respect to communications in the mobile-satellite service. Systems
    not interoperable with AMS\[R\]S shall operate on a secondary basis.
    Account shall be taken of the priority of safety-related
    communications in the mobile-satellite service. S5.357A in the ITU's
    Radio Regulations has a similar priority and preemptive access
    requirement. We note, that in the 1545-1549.5 MHz, 1558-1559 MHz,
    1646.5-1651 MHz and 1660-1660.5 MHz bands, MSS is secondary to
    AMS\[R\]S and the 1660-1660.5 MHz band is reserved for AMS\[R\]S
    with the further condition that mobile earth stations operating in
    these bands shall not cause harmful interference to stations in the
    Radio Astronomy Service.

[^192]: Motient Petition to Deny Honeywell at 27-8 ; Comsat at 22-3;
    Deere at 9.

[^193]: *Id*.

[^194]: *See* Footnotes S5.357A and US3086. Footnote S5.357A provides
    generally that in the bands 1545-1555 MHz and 1646.5-1656.5 MHz
    priority shall be given to accommodating the requirements of the
    aeronautical mobile-satellite (R) service communications which shall
    have priority access and immediate availability, by preemption if
    necessary, over all other mobile-satellite communications operating
    within a network.

[^195]: Stratos Opposition to Motient Petition to Deny at 21.

[^196]: Honeywell Opposition to Motient Petition to Deny at 14-5.

[^197]: Deere Consolidated Opposition to Petitions to Deny at 4.

[^198]: *Id*.

[^199]: Letter from Richard D. Parlow, Associate Administrator, Office
    of Spectrum Management, National Telecommunications and Information
    Administration and Gerald Markey, Manager, Spectrum Engineering
    Division, Federal Aviation Administration to Cheryl Tritt, Chief,
    Common Carrier Bureau, FCC (January 14, 1993). *See also Lower
    L-band Notice*, Appendix B.

[^200]: *Rockwell International Corporation*, 10 FCC Rcd 10952 (1995) at
    ¶11.

[^201]: Full-duplex METs can receive a data message while simultaneously
    transmitting one. Thus, there would be no delay involved in a
    full-duplex terminal receiving a message to cease operations.
    Conversely, a half-duplex METs cannot receive and transmit data
    messages simultaneously and, therefore, must finish transmitting
    before receiving an incoming message. This could result in delay in
    preempting half-duplex operations.

[^202]: We agree with Inmarsat that the real-time priority and
    preemptive access requirements need not be incorporated directly in
    SITA's Section 214 application. SITA states that Title III
    authorizations are required to operate the terminals and will be
    sought by its customers. Appropriate conditions will attach to such
    authorizations.

[^203]: *See* Letter from William T. Hatch, Associate Administrator,
    Office of Spectrum Management, Department of Commerce, National
    Telecommunication and Information Administration to Donald Abelson,
    Chief, International Bureau, FCC (August 25, 2000).

[^204]: *Rockwell International Corp.*, 10 FCC Rcd 10952 (1995), ¶ 16.
    We note that available evidence indicates that half-duplex METs
    currently in use have not so far adversely affected the
    effectiveness of the

    GMDSS.

[^205]: *See* ¶105 *infra*.

[^206]: The report is titled *Technical Characteristics of Radiolocation
    Systems Operating in the 3.1-3.7 GHz* Band *and Procedures for
    Assessing EMC with Fixed Earth Station Receivers,* and is available
    on the NTIA Web Site:
    <http://www.ntia.coc.gov/osmhome/reports.html>**.**

[^207]: *In the Matter of Amendment of Parts 2 and 25 to Implement the
    Global Mobile Personal Communications by Satellite (GMPCS)
    Memorandum of Understanding and Arrangements; Petition of the
    National Telecommunications and Information Administration to Amend
    Part 25 of the Commission\'s Rules to Establish Emissions Limits for
    Mobile and Portable Earth Stations Operating in the 1610-1660.5 MHz
    Band*, 14 FCC Rcd 5871 (1999).

[^208]: Letter from Bruce Henoch, Esq., Comsat Corporation to Magalie
    Salas, Secretary, FCC (June 1, 2001) and Letter from Alfred M.
    Mamlet, Esq., Steptoe & Johnson, LLP, to Magalie Salas, Secretary,
    FCC (June 1, 2001).

[^209]: 47 C.F.R. § § 25.202(f) and 25.213(b).

[^210]: Letters from Paul Branch, Vice President, Product Development &
    Engineering, Inmarsat to Alfred M. Mamlet, Esq., Steptoe & Johnson,
    LLP (June 1, 2001) and Kelly Cameron, Esq., Powell, Goldstein,
    Frazer & Murphy, LLP (June 1, 2001).

[^211]: *DISCO II* at ¶179.

[^212]: *Id.* at ¶180.

[^213]: *Id.* at ¶182.

[^214]: Motient Petition to Deny Honeywell Application at 23.

[^215]: Motient Petition to Deny SITA Application at 23.

[^216]: *Id.* at 24.

[^217]: *See, e.g.,* Communications Assistance for Law Enforcement Act,
    47 U.S.C. §§ 1001 *et. seq.* ("CALEA").

[^218]: *See* *Rules and Policies on Foreign Participation in the U.S.
    Telecommunications Market,* IB Docket No. 97-142, 12 FCC Rcd 23891
    (1997) (*Foreign Participation Order*) ¶¶ 61-66.

[^219]: Applications for Section 214 authority are not encompassed under
    our *DISCO II* analysis, which concerns entry into the U.S. by
    non-U.S. satellite systems.

[^220]: *Foreign Participation Order* at ¶50.

[^221]: *Id*.

[^222]: *Id.,* at ¶51.

[^223]: SITA App. at 4.

[^224]: 47 C.F.R. §§ 87.1 *et. seq.*

[^225]: ^.^

[^226]: Letter from Lon Levin, Vice President and Regulatory Counsel,
    Motient Services, Inc. to Magalie Salas, Secretary, FCC (April 9,
    2000).

[^227]: ^.^

[^228]: Letter from Stephen L. Goodman, Esq., Halprin, Temple, Goodman &
    Maher, to Magalie Salas, Secretary, FCC (April 15, 2000).

[^229]: ^.^

[^230]: Comsat Motion to Strike, at 1-2. Comsat seeks to strike Motient
    petitions to deny the following applications:
    SES-LIC-20000609-00944, 20000609-00946, 20000609-00947,
    20000609-00948 and 20000609-00949.

[^231]: ^.^

[^232]: *See Robert J. Butler,* 6 FCC Rcd 5414 (1991).

[^233]: We note that Motient appears to have erroneously withheld from
    public disclosure a statement concerning the fact that the aggregate
    amount of spectrum coordinated for its system is less than Motient's
    goal. This information is already publicly available. *See* *TMI
    Order* at ¶¶ 26-31.

[^234]: ^,^

[^235]: See supra, ¶¶ 65-72.

[^236]: ^,^

[^237]: *See supra,* ¶¶ 69, 74.

[^238]: 47 C.F.R. Part 80.

[^239]: *See* § 87.171 through § 87.191. *See also Amendment of Parts 2,
    22, and 25 of the Commission\'s Rules to Allocate Spectrum for and
    to Establish Other Rules and Policies Pertaining to the Use of Radio
    Frequencies in a Land Mobile Satellite Service, Memorandum Opinion
    Order and Authorization*, 4 FCC Rcd 6041 at ¶102. We also note that
    on June 19, 2001, Honeywell amended its application to reflect that
    it has been issued a Supplemental Type Certificate by the FAA
    approving the Honeywell SCS-1000 terminal for its intended
    installation and use on the Honeywell Cessna 560 Series aircraft.