Attachment Update to App

This document pretains to SES-ASG-20041223-01882 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2004122301882_412946

                                                                                   ORIGINAL

                                        January 10,2005

VIA COURIER
                                                                              RECEIVED
Ms. Marlene H. Dortch                                                           JAN 1 0 2005
Secretary
Federal Communications Commission
445 12th Street, SW., Room TW-A325
Washington, DC 20554

Re:    Update to Application for Assignment of Authorization
       IB File No. SES-ASG-20041223-01882


Dear Ms. Dortch:

       Hughes Network Systems, Inc. (“HNS”), HNS License Sub, LLC (the “Applicants”) and

SkyTerra Communications, Inc. (“SkyTerra”) hereby file this letter pursuant to Section 1.65 of

the rules of the Federal Communications Commission’s (“FCC” or “Commission”)’ to update the

above referenced application (the “Application”) to assign the special temporary authorization by

which HNS conducts testing of earth station prototypes, File No. SES-STA-20040308-01089, to

HNS License Sub, LLC. Specifically, this letter updates the Application to reflect minor changes

in SkyTerra’s ownership resulting from transactions executed on or about December 23,2004,

including the sale, through private placement, of 2,000,000 shares of SkyTerra’s common stock

to a group of institutional investors. Such changes have had no material impact on the ownership

of HNS, HNS License Sub, LLC or SkyTerra, but are provided herein in order to ensure that the

Application is accurate and complete in all respects.

       Specifically, the Applicants update Exhibit E to the FCC Form 3 12 submitted in IB File

No. SES-ASG-20041223-01882 as follows:

       I
               47 C.F.R. § 1.65.


Ms. Marlene H. Dortch
January 10,2005
Page 2

       (i)    On page 2 of 7, Section III.A., third line of first paragraph, replace “72.89%” with
              “64.57%.”

      (ii)    On page 2 of 7, Section III.A., replace the equity interest in SkyTerra of “63.54%”
              attributed to Apollo Investment Fund rV,L.P. with “56.20%.”

      (iii)   On page 2 of 7, Section IILA., replace the equity interest in SkyTerra of “3.17%”
              attributed to Apollo Overseas Partners IV, L.P. with “2.8 I%.”

      (iv)    On page 3 of 7, Section III.A., replace the equity interest in SkyTerra of “2.77%”
              attributed to AP/RM Acquisition, LLC with “2.42%.”

      (v)     On page 3 of 7, Section IILA., replace the equity interest in SkyTerra of “3.41%”
              attributed to AIF/IV RRRR,LLC on page 3 of 7 with “3.14%.”

      (vi)    On page 3 of 7, Section IILB., first line of first paragraph, replace “63.06%” with
              “71.84%.”

Please do not hesitate to contact the undersigned should you have any questions on this matter.




Sincerely,




                                                                                        I

Tom W. Davidson                                        JohnP. Janka
Akin Gump Strauss Hauer & Feld LLP                     Latham & Watkins LLP
1333 New Hampshire Ave., N.W.                          555 Eleventh Street, N. W.
Washington, D.C. 20036                                 Suite 1000
Counsel for SkyTerra Communications, Inc.              Washington, DC 20004
                                                       Counsel for Hughes Network Systems, Inc.
                                                       and HNS License Sub, LLC


cc:       Jeanette Spriggs, International Bureau, Satellite Division



Document Created: 2005-01-12 07:24:39
Document Modified: 2005-01-12 07:24:39

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