********************************************************    
                         NOTICE
********************************************************

This document was converted from
WordPerfect to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
WordPerfect version or Adobe Acrobat version, if available.

*****************************************************************
                            Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C.  20554



In the Matter of

Teledesic Corporation

Application for Authority to Construct,
Launch, and Operate a Low Earth Orbit
Satellite System in the Domestic and
International Fixed Satellite Service



File Nos. 22-DSS-P/LA-94,
43-SAT-AMEND-95, 
127 SAT-AMEND-95



       




                     ORDER AND AUTHORIZATION


Adopted:  March 14, 1997                Released: March 14, 1997


By the Chief, International Bureau:

                           Introduction

     1.   With this Order, we authorize Teledesic Corporation to construct, launch, and
operate a satellite system in non-geostationary satellite orbit ("NGSO") to provide domestic and
international fixed-satellite services ("FSS") in the Ka-band.  This is the first such license we
have granted.   

     2.   Authorization of this service will provide a variety of advanced interactive
broadband information services to users in rural and remote parts of the United States and the
world.  The Teledesic network proposes innovative technology that will comprise an "Internet in
the sky."  Teledesic's proposed services include voice, videoconferencing and interactive
multimedia services.  

                            Background
 
     3.   Teledesic is a Delaware corporation, with principal shareholders Mr. Craig O.
McCaw, who is also Chairman of the Board and Chief Executive Officer of McCaw Cellular
Communications Inc., and Mr. William H. Gates III, who is also Chairman of the Board and
Chief Executive Officer of Microsoft Corporation.  Teledesic filed its application with the
Commission in March 1994.  We placed the application on public notice on July 28, 1995, with
comments or petitions to deny due by September 29, 1995.  We also established a cut-off date
for applications to be considered concurrently with Teledesic's.  No competing applications were
filed, and no party petitioned to deny the application at that time.  However, in September 1996,
QualComm Incorporated (QualComm) filed a Petition for Declaratory Ruling requesting the
Commission determine that an interference analysis submitted by Teledesic on September 3,
1996, regarding interference between Teledesic's system and operations in the Digital Electronic
Message Service (DEMS), represents a major amendment to the Teledesic application, pursuant
to Section 25.116(b)(1), 47 C.F.R.  25.116(b)(1), and that interested parties should have an
opportunity to comment on the amendment.  

     4.   Teledesic proposes to construct, launch, and operate a constellation consisting of
840 satellites in non-geostationary satellite orbits.  The constellation is organized into 21 circular
orbit planes with each plane containing a minimum of 40 active satellites spaced evenly, and up
to four operational spares per orbital plane.  Additional spares will be constructed to replace
failed satellites so that no orbital plane contains fewer than 40 operational satellites at any time. 
The orbit planes are at a sun-synchronous inclination, 98.2 degrees, which keeps them at a
constant angle relative to the sun. These satellites will operate at an altitude between 695 and 700
kilometers and will communicate with earth stations operating above a 40 degree elevation angle. 
Teledesic requests use of paired spectrum in the 28.6 - 29.1 GHz (uplink) and 18.8 -19.3 GHz
(downlink) band segments for its service links, and the 27.6-28.4 GHz  (uplink) and 17.8-18.6
GHz (downlink) band segments for its "gigalink" gateway terminals.  Teledesic proposes to
operate inter-satellite links in the 59.5-60.5 GHz and 62.5-63.5 GHz bands to interconnect each
satellite with eight other satellites in the same and adjacent planes.  

     5.   The Teledesic network proposes to offer a wide range of information services,
from high-quality voice channels to broadband channels supporting videoconferencing,
interactive multimedia, and real-time, two-way digital data.  Teledesic proposes "bandwidth on
demand," allowing users to adjust the channel's bandwidth to match traffic volumes and
applications.  Teledesic claims that this flexibility reduces transmission costs, increases the
efficiency of the transmission medium, and maximizes the overall capacity of the system.    

     6.   Teledesic also proposes to provide twenty-four hour seamless coverage to over
95% of the Earth's surface and almost 100% of the Earth's population.  Specifically, coverage
will be provided twenty-four hours-a-day between 72 degrees north and south latitude, with
partial day coverage to higher latitudes.  All of the United States, including Alaska, Hawaii,
Puerto Rico, the Virgin Islands, and the U.S. territories in the Pacific are within its proposed
coverage area. Teledesic proposes to operate its system on a non-common carrier basis and will
not market its services directly to users.  End users will be served by one or more local service
providers in the United States and in each host country.  

     Relevant International and Domestic Allocation Decisions 

     7.   A significant international regulatory obstacle for NGSO FSS systems such as
Teledesic's was overcome at the 1995 World Radio Conference ("WRC-95").  Specifically,
WRC-95 adopted a resolution that removed, in a portion of the Ka-band, the application of 
International Telecommunication Union (ITU) Radio Regulation 2613 (S22.2), which requires
NGSO FSS systems to cease, or reduce, to a negligible level their operations whenever there is
unacceptable interference caused to a geostationary-satellite orbit ("GSO") FSS system,
regardless of the order in which the systems were notified to the ITU or implemented.  Prior to
the adoption of the resolution, the Radio Regulations provided GSO satellite systems with
priority status over NGSO systems in the entire Ka-band (as well as other FSS bands), which
could have effectively precluded the deployment of NGSO systems.  

     8.   WRC-95 Resolution 118 identified 400 MHz of spectrum at 28.7 to 29.1 GHz
(uplink) and at 18.9-19.3 GHz (downlink), available immediately for NGSO FSS systems.  An
additional 100 MHz at 28.6 -28.7 GHz and at 18.8-18.9 GHz was "frozen," with further action to
be considered at WRC-97, dependent on the result of ongoing sharing studies.  Resolution 118
calls for the ITU Radiocommunication Sector (ITU-R) to complete the technical studies required
to ascertain the extent to which sharing is feasible between GSO FSS and NGSO FSS systems,
between NGSO FSS systems, and between NGSO FSS and terrestrial systems. These studies are
to be taken into account in determining whether the changes adopted for the 28.7-29.1 / 18.9-
19.3 GHz bands should also be adopted for the frozen bands, and whether any other adjustments
in spectrum allocations are warranted. 

     9.   This past July, the Commission adopted a final band plan for the Ka-band, which
designates discrete band segments for the Local Multipoint Distribution Service ("LMDS"), GSO
FSS service, NGSO FSS service, and feeder links for certain mobile satellite service systems. 
In particular, the Commission designated 500 MHz of paired spectrum for NGSO FSS systems at
28.6-29.1 GHz (uplink) and at 18.8-19.3 GHz (downlink).  The NGSO FSS downlink band
segment is designated on a co-primary basis with the Fixed service.  We noted that the United
States intends to continue to pursue the additional 100 MHz of "frozen" spectrum for NGSO FSS
systems at WRC-97.  We further stated that designating 500 MHz was necessary to preserve the
possibility that competitive NGSO FSS systems could be implemented in the Ka- band.    

                            Discussion

A.   Qualifications

     10.  Before the Commission authorizes any space station applicant, we first need to
determine whether an applicant is legally, technically, and financially qualified to hold a
Commission license.  The rules set forth in Part 25 of the Commission's rules governing the
fixed-satellite service apply, in general, to FSS systems in the Ka-band.  We recognize we will
need to modify these rules, to some extent, to incorporate operations at 28 GHz.  Such
modifications are the subject of an ongoing rulemaking.  We expect to release a Report and
Order in this proceeding shortly.  Nevertheless, because Teledesic's system is not mutually
exclusive with any others on file, and can be evaluated under current Part 25 rules, we do not
view the rulemaking as a bar to considering Teledesic's license now.  Rather, we will condition
any grant to Teledesic on it complying with all rules adopted in the 28 GHz band service rules
Report and Order.  

     1.   Financial Qualifications

     11.  Although financial qualification requirements for NGSO FSS systems will be
discussed in greater detail in the forthcoming 28 GHz band service rules Report and Order, the
Commission has in the past, based financial requirements for satellite services on the basis of
entry opportunities in the particular service being licensed.  In cases where we can accommodate
all pending applications and where there is sufficient remaining capacity to address additional
requests that may arise, we have not looked to current financial ability as a prerequisite to a
license grant.  This is because the grant of an authorization to one applicant will not prevent
another qualified applicant from going forward with a proposal in the same service.  We ensure
that licensees can, in fact, timely build their systems by requiring them to meet specified
implementation milestones.  In contrast, where applications for satellites exceed the number of
satellites we can accommodate, we have adopted a standard that requires applicants to
demonstrate evidence of internal assets or committed financing sufficient to cover construction,
launch, and first year operating costs.  This is based on our experience that under-financed
licensees have significant difficulty in raising the requisite financing. 

     12.   Design, construction, and deployment costs of the Teledesic Network are
estimated at $9 billion.  In its application, Teledesic asserts that Mr. McCaw's and Mr. Gates's
combined current assets, coupled with their borrowing power, is sufficient to fund the
construction, launch and first year operating costs of the Teledesic Network.  Teledesic also
asserts it does not intend to rely exclusively or even primarily on such resources to fund its
proposed construction, launch, and first year operating costs.  Teledesic therefore submitted a
contingent request for a waiver of the Commission's financial qualifications requirements
because of the "unique" nature of its system.  Teledesic asserts that it intends to raise the capital
necessary to meet its construction, launch and first year operating requirements through a global
partnership of manufacturers, service providers, governments, and international agencies,
supplemented by a combination of public and private debt and equity placements.  
 
     13.  Teledesic represents that because of the nature of its proposed service links, the
spectrum for these proposed links will not support multiple entry opportunities.  If this were the
case, we would be reluctant to grant Teledesic's request for a waiver of our FSS financial
qualification requirements.  As discussed below, authorization of the Teledesic system does not
preclude use of this band by other NGSO FSS systems.  Thus, allowing Teledesic an opportunity
to implement its business plans will not at this time impede a qualified applicant from
proceeding with its system.  Consequently, we believe it is in the public interest to allow
Teledesic to proceed without ruling on its financial qualifications at this point.  We granted a
similar waiver to Norris Satellite, Inc., which was awarded a license to provide satellite services
in the 28 GHz band in 1992.  We intend to rigorously enforce the system milestone schedule to
ensure that Teledesic proceeds in a timely manner and does not tie up valuable spectrum to the
exclusion of qualified applicants. Therefore, we grant Teledesic's contingent request for a waiver
of the financial qualifications requirements contained in Section 25.140(b)-(e) of the
Commission's rules, 47 C.F.R.  25.140(b)-(e).

     2.   Technical Qualifications  

     14.  Applicants for space station authorization also must meet certain technical
qualification requirements.  In its application, Teledesic represents that it intends to operate
under the Commission's existing technical rules for the FSS in Part 25 of the Commission's rules. 
After examining its application, it appears it can do so.  As noted, however, we will need to
modify these rules somewhat, to incorporate operations in the 28 GHz band.  For example, we
envision that we will need to modify the definition of full frequency reuse for systems employing
a circular polarization.  Nothing in Teledesic's application suggests its system will not be able to
operate within modified Part 25 technical parameters.  Rather than delaying action on Teledesic's
application until these mostly cosmetic modifications are adopted, we condition Teledesic's
authorization on it complying with the forthcoming service rules concerning technical
qualifications for the FSS in the 28 GHz band.  

B.   Spectrum Issues

     15.  Teledesic requests use of different frequency bands for distinct aspects of its
system proposal.  In the following text we discuss specific issues related to the frequencies
proposed for its service links, gigalink terminals, inter-satellite links, and its downlink bands. 

     1.    Service Links

     16.  Teledesic proposes to use the paired spectrum at 28.6-29.1 GHz for its service
uplinks and 18.8-19.3 GHz for its service downlinks.  The service links are the links between the
space station and the individual subscribers.  As noted previously, 400 MHz of paired spectrum
is identified internationally for NGSO FSS operations.  In this Order, we authorize Teledesic to
operate domestically in the 500 MHz of paired spectrum designated in the 28 GHz Band Plan,
subject to any limitations discussed below.  We will continue to pursue internationally removal
of Radio Regulation 2613 in the 28.6-28.7 / 18.8-18.9 GHz bands for global NGSO FSS systems. 
  

     2.   Service Downlink Bands

       17.  Teledesic's proposed downlink spectrum from the satellite to customer terminals at
18.8 to 19.3 GHz is allocated on a co-primary basis with non-Government fixed terrestrial services
and with Government satellite services.  In the 28 GHz Band First Report and Order, the
Commission required satellite and terrestrial services to coordinate operations in accordance with
existing provisions of Parts 25 and 101 in frequency bands that are shared on a co-equal basis. 
Accordingly, Teledesic is required to coordinate with terrestrial operations authorized on a co-equal
basis in the 18.8-19.3 GHz band in accordance with these provisions. We note, however, that in a
separate proceeding we have relocated the DEMS service from the 18.82-18.92 and 19.16-19.26
GHz bands to the 24.25-24.45 and 25.05-25.25 GHz bands.  Because Teledesic and DEMS will
not share spectrum, there is no requirement for the licensees to coordinate their operations.  If
however, DEMS operations continue at 18.82-18.92 and 19.16-19.26 GHz, Teledesic will be
required to adhere to any applicable coordination requirements.    

       18.   Further, Teledesic must coordinate with the U.S. Government systems operating in
this band in accordance with footnote US 334 to the Table of Frequency Allocations.  This footnote
requires coordination of commercial systems with U.S. Government systems in the 17.8-20.2 GHz
band.  We foresee no insurmountable problems in coordinating Teledesic's commercial NGSO FSS
system with U.S. Government satellite system operations in this band. 
 
       3.   Gigalink Frequencies

       19.  Teledesic proposes to use the 27.6-28.4 GHz band for uplink transmissions and the
17.8-18.6 GHz band for downlink transmissions to and from its fixed "Gigalink" terminals. 
However, the 27.6-28.35 GHz band segment is designated for domestic licensing priority to LMDS,
with FSS designated as secondary.  The 28.35-28.4 GHz band segment is designated for domestic
licensing priority to GSO FSS, with NGSO FSS designated as secondary.  The 17.8-18.6 GHz band
segment is designated for the GSO FSS and the fixed service on a primary basis, with NGSO FSS
designated as secondary.  In this band segment GSO FSS operations have priority over NGSO FSS
operations and NGSO FSS operations cannot cause harmful interference to GSO FSS operations. 
Furthermore, NGSO FSS operators cannot claim protection from GSO FSS operations. Therefore,
we authorize Teledesic to construct, launch and operate its Gigalink Terminals in the 27.6-28.4 GHz
and the 17.8-18.6 GHz bands on a secondary basis.  We emphasize that Teledesic is a secondary user
in these band segments.  As a secondary user, it shall not cause harmful interference to stations of
a primary service nor can it claim protection from harmful interference from stations of a primary
service.  Accordingly, as a secondary user, we will require Teledesic to immediately cease
operations upon notification of harmful interference into any service, or system, that has superior
status, or licensing priority in these frequency bands. 

       4.   Inter-Satellite Links

       20.  Teledesic proposes to use inter-satellite links in the 59.5-60.5 GHz and 62.5-63.5
GHz bands.  The 59-64 GHz band is allocated domestically and internationally on a co-primary
basis to the inter-satellite service, the fixed service, the mobile service, and the radiolocation service. 
These bands are also shared on a co-equal basis with U.S. Government operations.  However, it may
not be possible to coordinate commercial systems with U.S. Government operations in these
particular frequency bands.  Therefore, we are not now in a position to assign specific spectrum
to Teledesic for inter-satellite link service.   

       21.   The Commission and the National Telecommunications and Information
Administration (NTIA), which has primary jurisdiction over U.S. Government use of spectrum, have
had discussions regarding the interference problems that would be associated with commercial
NGSO FSS operations at 59-64 GHz.  As a result, we are working together to develop a U.S.
proposal for WRC-97 for an allocation in the 65-71 GHz band for inter-satellite service links for
NGSO and GSO FSS systems.  We are optimistic that we will obtain sufficient spectrum
internationally to support 28 GHz system inter-satellite link operations.  Once suitable spectrum is
available, we will allow Teledesic to revise its requested inter-satellite link bands with the bands
allocated for inter-satellite links at WRC-97.  Nevertheless, we will not delay Teledesic's license
pending the allocation of suitable spectrum for inter-satellite links.  Rather, as we did in the "Big
LEO" proceeding when sufficient spectrum for Big LEO system feeder links had not yet been
identified or allocated, and recognizing that the band Teledesic proposed in its application may be
difficult to coordinate with U.S. Government operations, and that the U.S. is consequently proposing
international allocations to support inter-satellite service in the 65-71 GHz band, we will grant
Teledesic authority to construct inter-satellite links at its own risk.  We will consider operating
authority for these bands in the context of Teledesic's future modification application regarding these
frequencies.  Further, because Teledesic will not be able to proceed beyond the initial phases of
construction until the inter-satellite link issues are resolved, we will not impose any system
implementation milestones until we grant Teledesic authority to launch and operate an NGSO FSS
system using specific inter-satellite link spectrum.  
       
C.     Procedural Issues

       22.  In its original 1994 application, Teledesic indicated that it ". . . minimizes the
probability of interference with terrestrial microwave systems by using low sidelobe level antennas
on its satellites and by shielding its Standard Terminal and GigaLink Terminal antennas at low
elevation angles."  It also stated that if these measures were not adequate it ". . . will coordinate
with terrestrial microwave systems to eliminate the possibility of interference as required by the
Commission."  In August 1996, in connection with its discussions with DEMS licensees in the 18
GHz band, Microwave Services Inc., and Digital Services Corp., Teledesic filed an Interference
Analysis indicating its proposed system is incompatible with the DEMS operations.  Teledesic
states that it filed its 1994 application with the assumption that DEMS was a "defunct service," and
therefore considered only point-to point terrestrial services in its original analysis.  

       23.  QualComm, operator of OmniTracs, an operational mobile satellite service and a
partner in the Loral/Qualcomm Partnership which is a holder of a Commission authorization for its
Big LEO system Globalstar, asserts that Teledesic's Interference Analysis represents a substantial
and significant change in the information provided in Teledesic's 1994 application.  QualComm
therefore requests that the Commission declare the Interference Analysis a major amendment
according to Section 25.116(b)(1) of the Commission's rules, 47 C.F.R. 25.116(b)(1), and allow
interested parties an opportunity to comment on the application as amended.  While QualComm
does not request any other remedy, Section 25.116(c), provides that any application amended by a
major amendment after a "cut-off" date -- such as the one we established for 28 GHz band satellite
systems -- will be considered a newly filed application.  Consequently, if we find Teledesic's
Interference Analysis constitutes a major amendment, we could not consider, absent a waiver,
Teledesic's application in the context of this 28 GHz processing group.  Instead we would need to
defer action on the application until a future processing round, after inviting other competing
applications.      

       24.  We disagree with QualComm that the Interference Analysis constitutes a major
amendment to Teledesic's application.  Under our rules, amendments are deemed "major" when,
among other things, the change increases the potential for interference.  Here, Teledesic submitted
nothing that represents any change in its system.  Rather, it submitted a sharing study regarding a
type of terrestrial service it had not considered in its 1994 application.  While the Interference
Analysis may be inconsistent with the results of the interference analysis submitted in Teledesic's
1994 application, it does not represent a major amendment, or any amendment for that matter, to its
application.  Even if we had concluded the Interference Analysis contained information we believed
to be of public significance and therefore could have been placed on public notice under Section
25.151(a)(7) of the Commission's rules, 47 C.F.R.  25.151(a)(7), the issues raised by the Analysis
are now moot since the DEMS service is relocating to another frequency band.  We also note that
placing the Analysis on public notice based on a finding of "public significance" would not have
implicated Teledesic's standing in this processing round.  Consequently, we see no reason to place
Teledesic's Interference Analysis on public notice.

D.     Regulatory Treatment

       25.  In our DISCO I Order, we determined that all fixed-satellite operators in the C-band
and Ku-band could elect to operate on a common carrier or non-common carrier basis.  As we will
discuss in more detail in the 28 GHz Report and Order on service rules, we see no reason to treat Ka-
band FSS licensees any differently.  The Commission traditionally has evaluated requests to operate
on a non-common carrier basis using the analysis set forth in National Association of Regulatory
Utility Commissioners v. FCC, (NARUC I).  Under NARUC I, we may regulate an entity as a
private carrier unless: (1) there is or should be any legal compulsion to serve the public indifferently;
or (2) there are reasons implicit in the nature of the service to expect that the entity will in fact hold
itself out indifferently to the eligible user public.

       26.  Teledesic proposes to operate all of its proposed domestic and international fixed-
satellite services as a non-common carrier and states that it will not provide services directly to end
users.  Regarding the first prong of NARUC I, we do not see any legal compulsion to require
Teledesic to operate on a common carrier basis.  We have already determined there is sufficient
competitive capacity available in the C-and Ku - bands to assure the U.S. public ample access to
fixed-satellite services.  In addition, to the extent 28 GHz FSS systems can provide additional
services such as broadband voice and data, we expect to license several other geostationary-satellite
orbit Ka-band systems soon.  

     27.  Regarding the second prong of NARUC I , there is nothing implicit in the nature of
Teledesic's proposed service offerings to expect that Teledesic will hold itself out indifferently to
the public.  Rather, Teledesic indicates that it will be a wholesaler and will offer bulk network
capacity to retail telecommunications providers and resellers.  Teledesic also anticipates negotiating
service agreements on an individualized basis and tailoring the terms of agreements according to the
particular needs of the service provider.  Consequently,  we will allow Teledesic to operate its space
segment capacity on a non-common carrier basis.  

E.   Other NGSO FSS Systems   

     28.  We seek here to foster a climate that maximizes competition and promotes multiple
entry of NGSO FSS satellite providers to the benefit of U.S. consumers.  This would require
cooperation among countries in accommodating on a worldwide basis multiple NGSO FSS systems
in whatever amount of spectrum is ultimately identified for NGSO systems in the FSS.  Presently,
Teledesic is the only U.S. applicant for a NGSO FSS system in the band segment currently identified
for NGSO FSS systems.  Other administrations have submitted information to the ITU to declare
their intention to construct and operate NGSO FSS systems in the Ka-band as well.  In authorizing
Teledesic at this time, we do not wish to preclude use of this band by other NGSO FSS systems
licensed to provide service either in the U.S. or in other parts of the world.  We recognize that the
use of non-U.S. licensed NGSO FSS space segment facilities, to provide service to, from, or within
the U.S., will require further analysis and is subject to future Commission policies and procedures
which will allow access to the U.S. market.  

     29.  Resolution 118 (WRC-95) recommends studies, among other things, on sharing
among NGSO FSS networks in the 28 GHz band.  These studies have been initiated.  Thus far, there
have been no conclusions reached from these studies as to whether multiple NGSO FSS systems will
or will not be able to operate in the 18.8-19.3 / 28.6-29.1 GHz band segment.  At this point, we are
not in a position to determine the number of additional U.S. licensed NGSO FSS systems that can
be accommodated in the band segment or to mandate any specific sharing principles or mitigation
techniques to be used in any coordination activities between NGSO FSS systems.  We will evaluate
any future U.S. applications for NGSO FSS systems on a case by case basis.  Further, we note that
many satellite systems undergo design changes during implementation that could facilitate sharing
among systems.  Additionally, second generation systems usually become more efficient, further
facilitating multiple systems.  We will revisit this issue, as necessary, as we gain experience with the
implementation of the Teledesic NGSO FSS system.  

F.   International Operations   

     30.  In general, in order to obtain international protection, U.S. licensed satellite systems
must follow the applicable advance-publication, coordination, and notification procedures as set
forth in the ITU Radio Regulations.  As previously noted, as of 18 November 1995, ITU Radio
Regulation 2613 (S22.2) was removed from the 28.7-29.1 / 18.9-19.3 GHz bands by WRC-95 and
a coordination procedure was instituted in accordance with Resolution 46 (WRC 95).  With respect
to other administrations' systems, we will implement U.S. licensed GSO FSS systems and
Teledesic's system and their ability to serve territories outside the United States in accordance with
the Rules of Procedure concerning Resolution 46 (WRC 95).  We note that both GSO and NGSO
FSS operations in these bands are subject to any subsequent decisions made by WRC-97 regarding
these frequency bands and / or any consequential revisions to the Rules of Procedure.  We will
discuss in more detail international coordination aspects of all FSS Ka-band systems, both NGSO
and GSO, in the 28 GHz Band service rules Report and Order. 
 
G.   Other Issues

     31.  To facilitate global competition, we are planning to adopt limitations on 28 GHz FSS
licensees' ability to enter into exclusive arrangements with other countries concerning
communications to or from the United States.  These restrictions will be discussed in more detail
in the 28 GHz Report and Order on service rules.  However, they apply only to the handling or
interchanging of traffic to and from the United States.  We intend to construe these arrangements
bearing in mind that spectrum coordination and availability in particular countries may limit the
ability of 28 GHz licensees to provide service to those countries.  Accordingly, Teledesic must
comply with any such restrictions adopted.  

                            Conclusion

     32.  Upon review of Teledesic's application to implement an NGSO satellite system in the
domestic and international FSS, we find that Teledesic is qualified to be a Commission licensee and
that the public interest supports a waiver of the existing FSS financial qualification requirement as
discussed above.  We further find, pursuant to Section 309 of the Communications Act of 1934, as
amended, 47 U.S.C.  309, that grant of this application will serve the public interest, convenience,
and necessity.


                         Ordering Clauses

     33.   IT IS ORDERED that Application File Nos.  22-DSS-P/LA-94, 43-SAT-AMEND-
95, and 127 SAT-AMEND-95 IS GRANTED, and Teledesic Corporation IS AUTHORIZED to
construct, launch and operate 840 low-Earth orbit space stations and 84 in-orbit spares, and to launch
technically identical replacement satellites during the license term for the purpose of providing fixed-
satellite service in the United States on a primary basis in the 18.8-19.3 and 28.6 - 29.1 GHz bands,
in accordance with the technical specifications set forth in its application and consistent with our
current rules, unless specifically waived herein, and any modifications to our rules that we may
adopt.

     34.   IT IS FURTHER ORDERED that Teledesic Corporation is AUTHORIZED to
construct, launch, and operate its fixed-satellite service system capable of operating its gigalink
gateway terminals in the U.S. on a secondary basis, subject to the limitations outlined in this Order,
in accordance with the technical specifications set forth in its application and consistent with our
current rules, unless specifically waived herein, and any modifications to our rules that we may
adopt.  Moreover, Teledesic shall immediately cease operations upon notification of harmful
interference into any service, or system, that has superior status or licensing priority, domestically,
in the 27.6-28.4 GHz and 17.8-18.6 GHz frequency bands.

     35.   IT IS FURTHER ORDERED that Teledesic Corporation is AUTHORIZED to
construct, at its own risk, a fixed-satellite service system capable of operating with inter-satellite
links in the 65-71 GHz bands in accordance with the technical specifications set forth in its
application and consistent with our current rules, unless specifically waived herein, and any
modifications to our rules that we may adopt. 

     36.  IT IS FURTHER ORDERED that Teledesic must comply with the service rules to
be adopted for NGSO FSS systems in the 28 GHz band service rules Report and Order and must file
a letter with the Commission, within 60 days of the effective date of the 28 GHz Band service rules
Report and Order, representing that it will construct its system in compliance with any rules adopted
in this Report and Order.  Failure to submit such a letter within this time frame is grounds for
rendering this authorization null and void.   

     37.  IT IS FURTHER ORDERED that Teledesic must coordinate all of its downlink
operations with the U.S. Government systems in accordance with footnote US334 to the Table of
Frequency Allocations, 47 C.F.R.  2.106.

      38. IT IS FURTHER ORDERED that Teledesic must comply with applicable sharing
criteria, if any, with respect to DEMS operations in the 18.8-19.3 GHz band. 

     39.  IT IS FURTHER ORDERED that the license term for the space station constellation
is ten years and will commence on the date the licensee certifies to the Commission that the first
satellite in the system has been successfully placed into orbit and that the first transmission to or
from that satellite in any of the authorized frequency bands has occurred.

     40.  IT IS FURTHER ORDERED that this authorization is subject to the completion of
consultations under Article XIV of the INTELSAT Agreement.  Upon completion of these
consultations, and notification by the Department of State that the United States has fulfilled its
international obligations with respect to INTELSAT, no further action by this Commission will be
required.

     41.  IT IS FURTHER ORDERED that Teledesic Corporation will prepare any necessary
submissions to the International Telecommunication Union (ITU) and to affected administrations
for the completion of the appropriate advance publication, coordination, and notification obligations
for these space stations in accordance with the ITU Radio Regulations.

     42.  IT IS FURTHER ORDERED that the temporary assignment of any orbital planes,
or of any particular frequencies, to Teledesic Corporation is subject to change by summary order of
the Commission on 30 days' notice and does not confer any permanent right to use the orbit and
spectrum.  Neither this authorization nor any right granted by this authorization, shall be transferred,
assigned or disposed of in any manner, voluntarily or involuntarily, or by transfer of control of any
corporation holding this authorization, to any person except upon application to the Commission and
upon a finding by the Commission that the public interest, convenience and necessity will be served
thereby.

     43.  This Order is issued under Section 0.261 of the Commission's rules, 47 C.F.R.
 0.261, and is effective upon release.  Petitions for reconsideration under Section 1.106 or
applications for review under Section 1.115 of the Commission's rules, 47 C.F.R.   1.106, 1.115,
may be filed within 30 days of the date of public notice of this order (see 47 C.F.R.  1.4(b)(2)).



                              FEDERAL COMMUNICATIONS COMMISSION

                              

                              Ruth Milkman
                              Deputy Chief, International Bureau