Attachment Update to App

This document pretains to SES-ASG-20041223-01892 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2004122301892_412947

                                                                                       ORIGINAL

                                        January 10,2005
                                                                            RECEIVE0
VIA COURIER

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-20041223-01892


Dear Ms. Dortch:

       Hughes Network Systems, Limited (“HNS”), HNS License Sub, Limited (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”)1to update the above referenced application (the “Application”) to assign nine

non-common carrier fixed satellite transmitheceive earth station authorizations, callsigns

E000362, E010187, E020195, E020205, E020206, E020207, E020208, E040382, and E040436,

as well as all associated special temporary authorizations and all applications of HNS for new,

modified or extended authority with respect to earth stations that may be granted prior to the

consummation of the proposed transaction, to HNS License Sub, Limited. 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

       I
               47 C.F.R.   9   1.65.


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

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-20041223-01892 as follows:

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

            On page 3 of 7, Section V.A., replace the equity interest in SkyTerra of “63.54%”
            attributed to Apollo Investment Fund IV, L.P. with “56.20%.”

            On page 3 of 7, Section V.A., replace the equity interest in SkyTerra of “3.17%”
            attributed to Apollo Overseas Partners IV, L.P. with “2.81%.”

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

            On page 3 of 7 , Section V.A., replace the equity interest in SkyTerra of “3.41%”
            attributed to Apollo AIF/IV RRRR, LLC with “3.14%.”

            On page 3 of 7, Section V.B., first line of first paragraph, replace “63.06%” with
            “7 1.84?40.”

       This letter also updates the Application to modify the name provided of HNS License Sub

Limited’s parent company. Specifically, the name of the parent company reported in Exhibit E,

page 1 of 7, Sections I and 11, is Hughes Network Systems (UK) Limited, rather than HNS

Limited.


Ms. Marlene H. Dortch
January 10,2005
Page 3

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


Sincerely,




Tom W. Davidson                                     John P. 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 07:26:24
Document Modified: 2005-01-12 07:26:24

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