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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                   )                               
     In the Matter of                  File No. EB-06-SE-317       
                                   )                               
     Lockheed Martin Corporation       NAL/Acct. No. 200732100015  
                                   )                               
     Clarksburg, Maryland              FRN: 0014357743             
                                   )                               


                                     ORDER

   Adopted: March 31, 2008 Released: April 2, 2008

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Lockheed Martin
       Corporation ("Lockheed Martin"). The Consent Decree terminates the
       Bureau's enforcement proceeding relating to Lockheed Martin's
       compliance with Section 301 of the Communications Act of 1934, as
       amended ("Act"), and Section 25.102(a) of the Commission's Rules
       ("Rules").

    2. The Enforcement Bureau and Lockheed Martin have negotiated the terms
       of a Consent Decree that would resolve these matters and terminate the
       enforcement proceeding. A copy of the Consent Decree is attached
       hereto and incorporated by reference.

    3. Based on the record before us, we conclude that no substantial or
       material questions of fact exist with respect to this matter as to
       whether Lockheed Martin possesses the basic qualifications, including
       those related to character, to hold or obtain any FCC license or
       authorization.

    4. After reviewing the terms of the Consent Decree, we find that the
       public interest would be served by adopting the Consent Decree and
       terminating the enforcement proceeding.

    5. Accordingly, IT IS ORDERED, pursuant to Sections 4(i) and 503(b) of
       the Act, and the authority delegated by Sections 0.111 and 0.311 of
       Rules, the Consent Decree attached to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned enforcement proceeding
       IS TERMINATED.

    7. IT IS FURTHER ORDERED that Lockheed Martin Corporation shall make its
       voluntary contribution to the United States Treasury, as specified in
       the Consent Decree, by mailing a check or similar instrument payable
       to the order of the Federal Communications Commission, to Federal
       Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000.
       Payment by overnight mail may be sent to U.S. Bank - Government
       Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
       63101. Payment by wire transfer may be made to ABA Number 021030004,
       receiving bank TREAS/NYC, and account number 27000001. For payment by
       credit card, an FCC Form 159 (Remittance Advice) must be submitted.
       When completing the FCC Form 159, enter the NAL/Account number in
       block number 23A (call sign/other ID), and enter the letters "FORF" in
       block number 24A (payment type code).

    8. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Lockheed Martin Corporation, Attn: Jennifer A. Warren,
       Senior Director, Trade and Regulatory Affairs, 1550 Crystal Drive,
       Suite 300, Arlington, VA 22202.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                 CONSENT DECREE

   I. INTRODUCTION

    1. The Enforcement Bureau ("Bureau") of the Federal Communications
       Commission ("Commission") and Lockheed Martin Corporation ("Lockheed
       Martin") hereby enter into this Consent Decree for the purpose of
       terminating an enforcement proceeding relating to whether Lockheed
       Martin violated Section 301 of the Communications Act of 1934, as
       amended ("Act"), and Section 25.102(a) of the Commission's Rules
       ("Rules"), by operating its satellite earth station at Clarksburg,
       Maryland, call sign E970322 ("earth station E970322"), without
       Commission authorization following the expiration of a special
       temporary authorization, and the Bureau's investigation relating to
       whether Lockheed Martin violated Section 301 of the Act and Section
       25.102(a) of the Rules by operating earth station E970322 at variance
       from the terms of its authorization.

   II. DEFINITIONS

    2. For the purposes of this Consent Decree the following definitions
       apply:

   (a) "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:S:
   151 et seq.;

   (b) "Adopting Order" means an order of the Bureau adopting the terms and
   conditions of this Consent Decree;

   (c) "Bureau" means the Enforcement Bureau of the Federal Communications
   Commission;

   (d) "Commission" or "FCC" means the Federal Communications Commission;

   (e) "Effective Date" means the date on which the Bureau releases the
   Adopting Order;

   (f) "Enforcement Proceeding" means the investigation of possible
   violations of Section 301 of the Act and Section 25.102(a) of the Rules by
   Lockheed Martin undertaken by the Bureau and culminating in the Notice of
   Apparent Liability for Forfeiture;

   (g) "Investigation" means the Bureau's investigation into possible
   violations of Section 301 of the Act and Section 25.102(a) of the Rules by
   Lockheed Martin referred by the International Bureau on May 2, 2007;

   (h) "Lockheed Martin" means Lockheed Martin Corporation and its parent,
   subsidiaries, divisions and affiliates, and each of their respective
   officers, directors, employees, agents, representatives, or any other
   person acting or purporting to act on behalf of Lockheed Martin or their
   successors or assigns;

   (i) "Notice of Apparent Liability for Forfeiture" or "NAL" means Lockheed
   Martin Corporation, 22 FCC Rcd 4116 (Enf. Bur., Spectrum Enf. Div., 2007);

   (j) "Parties" means Lockheed Martin and the Bureau; and

   (k) "Rules" means the Commission's Rules found in Title 47 of the Code of
   Federal Regulations.

   III. BACKGROUND

    3. Section 301 of the Act prohibits a person from using or operating any
       apparatus for the transmission of energy or communications or signals
       by radio except under and in accordance with the Act and with a
       license granted in accordance with the Act. Similarly, under Section
       25.102(a) of the Rules, no person may use or operate any apparatus for
       the transmission of energy or communications or signals by space or
       earth stations except under, and in accordance with, an appropriate
       authorization granted by the Commission.

    4. Lockheed Martin filed a Request for Special Temporary Authority
       ("STA") with the Commission on January 20, 2006 to operate its earth
       station E970322, with the Inmarsat-3 (F4) satellite located at 54DEG
       W.L. during the westward drift of the satellite to a new location at
       142DEG W.L. pending grant of Lockheed Martin's then to-be-filed
       modification of license application to include the Inmarsat-3
       satellite at 142DEG W.L. as a point of communication. The
       International Bureau granted Lockheed Martin's STA request on February
       1, 2006 for sixty days to be effective from February 3, 2006 through
       April 3, 2006. A request to extend the STA was not filed by April 3,
       and the STA expired. On June 8, 2006, upon recognizing that the STA
       had not been renewed, Lockheed Martin requested an extension of the
       initial STA and also sought to have the extended STA made effective
       from April 3, 2006. On July 3, 2006, the International Bureau granted
       Lockheed Martin's second STA request, to be effective from June 18,
       2006 through October 18, 2006.

    5. Because it appeared that Lockheed Martin may have operated the earth
       station without authority for the Inmarsat-3 (F4) satellite at its new
       location from April 4, 2006 through June 7, 2006 after the expiration
       of its STA, the FCC's International Bureau referred this case to the
       Bureau for investigation and possible enforcement action. On October
       11, 2006, the Bureau's Spectrum Enforcement Division issued a letter
       of inquiry ("LOI") to Lockheed Martin. Lockheed Martin responded to
       the LOI on November 13, 2006. The Bureau issued an NAL on March 2,
       2007, finding Lockheed Martin apparently liable for a forfeiture in
       the amount of $8,000.

    6. Additionally, Lockheed Martin reported to the International Bureau in
       December 2006 that there was a discrepancy between the authorized
       transmit frequency for earth station E970322 and the frequency on
       which the earth station was actually transmitting. Specifically, the
       earth station had been operating since 1997 at 6455.42 MHz, rather
       than its authorized frequency of 6455.5 MHz. Lockheed Martin disclosed
       this discrepancy in its December 13, 2006 amendment to the
       then-pending application to modify the license of earth station
       E970322. On May 2, 2007, the International Bureau referred this matter
       to the Bureau for investigation and possible enforcement action.

    7. The modification of license application was subsequently dismissed for
       unrelated reasons, and Lockheed Martin continued to operate earth
       station E970322, pursuant to extensions of the STA sought on June 8,
       2006, until the earth station ceased operation in July 2007. On August
       15, 2007, Lockheed Martin surrendered the earth station license.

   IV. TERMS OF SETTLEMENT

    8. The Parties agree that the provisions of this Consent Decree shall be
       subject to final approval by the Bureau by incorporation of such
       provisions by reference in the Adopting Order.

    9. The Parties agree that this Consent Decree does not constitute either
       an adjudication on the merits or a factual or legal finding or
       determination of any compliance or noncompliance by Lockheed Martin
       with the Act or the Commission's Rules and orders. The Parties further
       agree that this Consent Decree is for settlement purposes only and
       that by agreeing to the Consent Decree, Lockheed Martin does not admit
       or deny any liability for violating the Act or the Rules in connection
       with the matters that are the subject of this Consent Decree.

   10. The Parties agree that this Consent Decree shall become binding on the
       Parties on the Effective Date. Upon release, the Adopting Order and
       this Consent Decree shall have the same force and effect as any other
       final order of the Commission and any violation of the terms or
       conditions of this Consent Decree shall constitute a violation of a
       Commission order entitling the Commission to exercise any rights and
       remedies attendant to the enforcement of a Commission order.

   11. The Parties acknowledge and agree that this Consent Decree shall
       constitute a final and binding settlement between Lockheed Martin and
       the Bureau regarding possible violations of the Act and the Rules with
       respect to the operation of earth station E970322 facilities prior to
       the Effective Date of this Consent Decree. In express reliance on the
       covenants and representations contained herein, and in order to avoid
       the potential expenditure of additional public resources, the Bureau
       agrees to terminate the Enforcement Proceeding and Investigation and
       cancel the NAL.

   12. In consideration for termination of the Enforcement Proceeding and
       Investigation and cancellation of the NAL by the Bureau, and in
       accordance with the terms of this Consent Decree, Lockheed Martin
       agrees to the terms set forth herein.

   13. Lockheed Martin acknowledges that the Bureau has jurisdiction over the
       matters contained in this Consent Decree and the authority to enter
       into and adopt this Consent Decree.

   14. Lockheed Martin agrees that, as of the Effective Date of this Consent
       Decree, it will fully comply with the Rules concerning the licensing
       and operation of earth station facilities and all other applicable
       provisions of the Act and the Rules with respect to its satellite
       earth station facilities. Consistent with this commitment:

     a. Lockheed Martin has revised its procedures to ensure that filing
        deadlines and expiration dates for all earth station facilities
        Lockheed Martin uses to provide radionavigation-satellite services
        (regularly licensed facilities as well as those operated pursuant to
        STAs) are recorded on a matrix that is updated as necessary and
        maintained by both Lockheed Martin and outside counsel;

     b. Lockheed Martin has taken steps to ensure that: (i) its satellite
        earth station facilities are operated consistent with the licenses
        granted by the FCC (and applicable FCC rules and policies), and (ii)
        when plans for changes to its satellite earth station facilities are
        finalized, Lockheed Martin will promptly determine whether its
        current earth station licenses permit the proposed changes or whether
        an application for new or modified authority, or a notification of
        the changes, must be submitted to the FCC; and

     c. Lockheed Martin has designated its Senior Director, Government and
        Regulatory Affairs, to be responsible for overseeing Lockheed
        Martin's actions pursuant to this section of the Consent Decree.

   15. The Bureau agrees that, in the absence of new material evidence, it
       will not entertain or institute, or use the facts developed in the
       Enforcement Proceeding and Investigation or the existence of this
       Consent Decree to institute, on its own motion, any new proceeding,
       formal or informal, or take any action on its own motion, or recommend
       to the full Commission any forfeiture or other sanction, against
       Lockheed Martin for any alleged violation of the Act or the Rules with
       respect to the operation of earth station E970322 facilities prior to
       the Effective Date of this Consent Decree. The Bureau further agrees
       that, in the absence of new material evidence, it will not use the
       facts developed in the Enforcement Proceeding and Investigation
       through the effective date to initiate on its own motion, or recommend
       to the Commission, any proceeding, formal or informal, or take any
       action against Lockheed Martin with respect to Lockheed Martin's basic
       qualifications to hold Commission licenses or authorizations. Nothing
       in this Consent Decree shall prevent the Bureau from instituting, or
       recommending to the Commission, new investigations or enforcement
       proceedings against Lockheed Martin, in the event of any alleged
       future misconduct for violation of this Consent Decree or for
       violation of the Act or the Commission's Rules, consistent with the
       provisions of this Consent Decree.

   16. The Parties agree that each is required to comply with each individual
       condition of this Consent Decree. Each specific condition is a
       separate condition of the Consent Decree as approved. To the extent
       that Lockheed Martin fails to satisfy any condition, in the absence of
       Commission alteration of the condition, it will be deemed noncompliant
       and may be subject to possible future enforcement action with respect
       to such failure to satisfy the condition.

   17. The Parties agree that any provision of this Consent Decree which
       conflicts with any subsequent rule, order of general applicability or
       other decision of general applicability adopted by the Commission will
       be superseded by such Commission rule, order or other decision.

   18. Lockheed Martin agrees that it will make a voluntary contribution to
   the United States Treasury in the amount of twelve thousand dollars
   ($12,000.00). The payment will be made within 30 days after the Effective
   Date of the Adopting Order. The payment must be made by check or similar
   instrument, payable to the order of the Federal Communications Commission.
   The payment must include the NAL/Account Number and FRN Number referenced
   in the caption to the Adopting Order. Payment by check or money order may
   be mailed to Federal Communications Commission, P.O. Box 979088, St.
   Louis, MO 63197-9000. Payment by overnight mail may be sent to U.S. Bank -
   Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis,
   MO 63101. Payment by wire transfer may be made to ABA Number 021030004,
   receiving bank TREAS/NYC, and account number 27000001. For payment by
   credit card, an FCC Form 159 (Remittance Advice) must be submitted. When
   completing the FCC Form 159, enter the NAL/Account number in block number
   23A (call sign/other ID), and enter the letters "FORF" in block number 24A
   (payment type code).

   19. Lockheed Martin's decision to enter into this Consent Decree is
       expressly contingent upon the Bureau's issuance of an Adopting Order
       that is consistent with this Consent Decree, and which adopts the
       Consent Decree without change, addition, modification, or deletion.

   20. The Parties waive any and all rights they may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and Adopting Order, provided that the Adopting Order adopts the
       Consent Decree without change, addition, modification, or deletion.

   21. In the event that any court of competent jurisdiction renders this
       Consent Decree invalid, this Consent Decree shall become null and void
       and may not be used in any manner in any legal proceeding.

   22. If either Party (or the United States on behalf of the Commission)
       brings a judicial action to enforce the terms of the Adopting Order,
       neither Lockheed Martin nor the Commission shall contest the
       continuing validity of the Consent Decree or Adopting Order. The
       Parties agree to comply with, defend and support the validity of this
       Consent Decree and the Adopting Order in any proceeding seeking to
       nullify, void or otherwise modify the Consent Decree or the Adopting
       Order.

   23. Lockheed Martin waives any rights it may have under any provision of
       the Equal Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S:
       1.1501 et seq., relating to the matters addressed in this Consent
       Decree.

   24. This Consent Decree cannot be modified without the advance written
       consent of all of the Parties.

   25. This Consent Decree may be signed in counterparts.

   For the Enforcement Bureau:

   By: ________________________ _________________________ Kris Anne Monteith
   Date

   Chief, Enforcement Bureau

   For Lockheed Martin Corporation:

   By: ________________________ _________________________ Gerald Musarra Date

   Vice President,

   Government & Regulatory Affairs

   47 U.S.C. S: 301.

   47 C.F.R. S: 25.102(a).

   47 U.S.C. S:S: 154(i) and 503(b).

   47 C.F.R. S:S: 0.111 and 0.311.

   47 U.S.C. S: 301.

   47 C.F.R. S: 25.102(a).

   Lockheed Martin's license for earth station E970322 authorized the
   Inmarsat-3 (F4) satellite as a point of communication, but the limits of
   the frequency coordination did not extend sufficiently far west as to
   encompass operation of the satellite at its new 142-o W.L. orbital
   location. Lockheed Martin filed an application for license modification
   for earth station E970322 to specify operation with the Inmarsat-3 (F4)
   satellite at its new location, on June 15, 2006. See File No.
   SES-MFS-2006-0615-01010. The application was accepted for filing on August
   9, 2006.

   See File No. SES-STA-20060120-00074 (granted February 1, 2006).

   See File No. SES-STA-20060608-00950 (granted July 3, 2006).

   Letter from Kathryn S. Berthot, Deputy Chief, Spectrum Enforcement
   Division, Enforcement Bureau, Federal Communications Commission, to
   Lockheed Martin Corporation (October 11, 2006).

   See Letter from Lockheed Martin Corporation to Kathryn S. Berthot, Deputy
   Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
   Communications Commission (November 13, 2006) ("LOI Response").

   In its 1997 application for authority to operate earth station E970322,
   COMSAT Corporation ("COMSAT"), then an entity unaffiliated with Lockheed
   Martin, specified 6455.5 MHz as the transmit frequency. See File No.
   SES-LIC-19970520-00657. When COMSAT commenced operation of earth station
   E970322 in 1997 under pre-grant STA, however, it began operating the
   station at 6455.42 MHz. In 2000, COMSAT and Lockheed Martin completed a
   Commission-approved merger, and Lockheed Martin was substituted for COMSAT
   as the applicant for the earth station in July 2001. When the license for
   earth station E970322 was granted approximately two months later, it
   specified a transmit frequency of 6455.5 MHz.

   See File No. SES-AMD-20061213-02137, at Ex. 43. Lockheed Martin determined
   that the transmission bandwidth, however, was not 2.2 MHz, but instead was
   2.046 MHz (which corresponds to the +/- 1.023 MHz chipping rate of the
   Global Positioning System downlink signal that is centered on 1575.42 MHz
   in the radionavigation-satellite service. Thus, the transmission bandwidth
   from the earth station was 6454.397-6456.443 MHz, and there was a 3 kHz
   discrepancy (6454.397 MHz actual vs. the 6454.4 MHz authorized) on the
   lower end of the uplink band, while the upper limit (6456.443 MHz) was 157
   kHz below (i.e., within) the authorized band and its upper frequency limit
   of 6456.6 MHz.

   Federal Communications Commission DA 08-763

   1