Attachment STA grant

This document pretains to SES-STA-20070919-01296 for Special Temporal Authority on a Satellite Earth Station filing.

IBFS_SESSTA2007091901296_604926

E000361 SES—STA—20070919—01296 182007002266 SkyPort Global Communications, Inc. Approved by OMB 3060—0678 APPLICATION FOR EARTH STATION SPECIAL TEMPORARY AUTHORITY APPLICANT INFORMATIONEnter a description of this application to identify it on the main menu: Earth Stations — STA requested to consummate initial public offering before post—IPO Ownership submitted to FCC 1. Applicant Name: SkyPort Global Communications, Phone Number: 703—622—6401 Inc. DBA Name: Fax Number: 281—999—4455 Street: 12600 North Featherwood E—Mail: pat.brant@skyporiglobal.com Suite 350 City: Houston State: TX Country: USA Zipcode: 77034 — Attention: Patrick Brant

Attachment SES—STA—20070919—01296 Condition: Grant of this application is effective as of November 8, 2007, and is without prejudice to any enforcement action in connection with any prior unauthorized transfer of control of the station.

2. Contact Name: Robert D. Primosch Phone Number: 202—783—4141 Company: Wilkinson Barker Knauer, LLP Fax Number: 202—783—5851 Street: 2300 N Street, NW E—Mail: rprimosch@wbklaw.com Suite 700 City: Washington State: DC Country: USA Zipcode: 20037 — Attention: Relationship: (If your application is related to an application filed with the Commission, enter eitherthe file number orthe IB Submission ID ofthe related application. Please enter only one.) 3. Reference File Number SEST/C2007082701131 or Submission ID 4a. Is a fee submitted with this application? @ If Yes, complete and attach FCC Form 159. If No, indicate reason for fee exemption (see 47 C.ER.Section 1.1114). C Governmental Entity £y Noncommercial educational licensee C Other(please explain): 4b. Fee Classification CGX — Fixed Satellite Transmit/Reccive Earth Station 5. Type Request O Use Prior to Grant C Change Station Location @ Other 6. Requested Use Prior Date 7. City 8. Latitude (dd mmss.sh) 0 0 0.0 bo

9. State 10. Longitude (dd mmss.sh) 0 0 0.0 11. Please supply any need attachments. Attachment 1: Attachment 1 Attachment 2: Auachment 3: 12. Description. (Ifthe complete description does not appear in this box, please go to the end of the form to view it in its entirety.) STA is requested to consummate initial public offering before post—IPO ownership information is submitted to FCC. 13. By checking Yes, the undersigned certifies that neither applicant nor any other party to the application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21 U.S.C. Section 862, because of a conviction for possession ordistribution of a controlled substance. See 47 CFR 1.2002(b) for the meaning of "party to the application" for these purposes. 14. Name of Person Signing 15. Title ofPerson Signing Patrick Brant President WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503).

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

STA Request and Public Interest Statement By an application filed August 27, 2007 (SES—T/C—20070827—01131, hereinafter the "August 27 Transfer Application"), prior approval of the Commission was requested for the transfer of control of SkyPort Global Communications, Inc. ("SkyPort"), which holds FCC fixed earth station licenses E000361 and EO10295. As shown below, that transfer of control will result from a series of transactions culminating with an initial public offering ("IPO") of the stock of SkyPort‘s eventual "third tier" parent corporation, Lavell Systems Inc., a Canadian corporation ("Lavell—Canada"). Special temporary authority ("STA") from the FCC is necessary to permit SkyPort to conduct the IPO and to continue operating its licensed facilities under its post—IPO ownership until the August 27 Transfer Application is approved. SkyPort is the wholly—owned subsidiary of SkyComm Technologies Corporation ("SkyComm"). SkyComm, in turn, is currently a majority—owned subsidiary of Balaton Group Inc., a Canadian corporation ("Balaton"). Balaton also is currently the majority stockholder of Lavell—Canada and, therefore, Lavell—Canada‘s wholly—owned subsidiary Lavell Systems, Inc. ("Lavell—USA"), a U.S. corporation. Pursuant to the multi—phased transaction described in the August 27 Transfer Application, SkyComm (and therefore SkyPort) will become a wholly—owned subsidiary of Lavell—USA. Because Lavell—Canada will retain majority ownership of Lavell—USA and Balaton will retain majority ownership of both Lavell—Canada and Lavell—USA, the transfer of control of SkyComm/SkyPort to Lavell—USA will be pro forma (i.e., Balaton will remain the ultimate majority owner of SkyComm/SkyPort before and after the transfer).‘ The parties have filed simultancously herewith under separate cover an application with the Commission requesting authority for this pro forma transfer of control of SkyPort. Subject to Commission approval of the pro forma transfer of control discussed above, Balaton will conduct an IPO of Lavell—Canada on the Toronto Stock Exchange, under which more than 50% of Lavell—Canada‘s Common Shares will be sold to the public. Upon closure of the IPO (currently scheduled for October), Balaton‘s majority ownership of Lavell—Canada and, therefore, of Lavell—USA, SkyComm and SkyPort, will likely be reduced to less than 10%, thereby resulting in the substantive transfer of control which the parties have applied for in the August 27 Transfer Application. In that filing, the parties pledged that within 30 days after the IPO is closed, SkyPort will submit to the Commission a list of those post—IPO shareholders who hold 10% or more of the shares of SkyPort‘s new ultimate parent corporation Lavell—Canada or of SkyPort‘s new intermediate parent corporation Lavell—USA. This information also will be provided to the Executive Branch Agencies with whom Balaton, SkyComm, and SkyPort have a letter commitment." Per the recommendation of the Commission‘s staff, the parties have ‘ Additional details, including pre— and post—transaction organizational charts, are provided in the August 27 Transfer Application, * Simultancous with the filing of the August 27 Transfer Application, the parties commenced the process of contacting and submitting the necessary filings to the Department of Justice, the Department of Homeland

filed the instant request for STA to permit SkyPort to operate its licensed facilities under its post—IPO ownership until SkyPort submits its post—IPO ownership information to the Commission and the August 27 Transfer Application is approved. The parties hereby acknowledge that grant of the requested STA will not prejudice any action the Commission may take on the August 27 Transfer Application. The parties further acknowledge that Commission may revoke the STA on its own motion without a hearing. Pursuant to 47 C.F.R. §1.1307, SkyPort reports that no new service authorization is requested; therefore, this STA request is categorically excluded from environmental processing pursuant to 47 C.F.R. § 1.1306. Security and the Federal Bureau of Investigation (collectively, the "Executive Agencies") to obtain any required clearance for the transactions described herein.


Document Created: 2007-11-08 13:36:57
Document Modified: 2007-11-08 13:36:57
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