Attachment 1.65 letter

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

IBFS_SESASG2004122301892_419698

RECEIVED February 24, 2005 FEB % 4 2005 VIA COURIER Federal Communications Commission Office of Secretary Ms. Marlene H. Dortch 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 Ltd. ("HNS") and HNS License Sub Ltd. ("HNS License Sub") hereby file this letter pursuant to Section 1.65 of the rules of the Federal Communications Commission ("FCC" or "Commission")‘ to update the above referenced application (the "Application") to assign nine non—common carrier fixed satellite transmit/receive earth station authorizations, callsigns EO0O0362, E0O10187, EO20195, EO20205, E020206, EO20207, E0O20208, EQ40382, and EQ40436, 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. Specifically, this letter updates the Application to reflect a minor change in the way in which the proposed assignment of licenses will occur at the closing. The Application indicates that the licenses will be assigned directly from the current licensee, HNS, to HNS License Sub, in the manner depicted on Exhibit 1 hereto. For corporate restructuring purposes, however, it will be necessary, at the closing, to make a number of interim, sequential assignments of these \ 47 C.F.R. § 1.65.

Ms. Marlene H. Dortch February 24, 2005 Page 2 licenses to: (i) HNS‘ direct parent (Hughes Network Systems Europe Limited); (ii) HNS® indirect parent (The DIRECTV Group, Inc.); (iii) as capital contributions to certain newly formed, direct and indirect commonly controlled subsidiaries of The DIRECTV Group, Inc.;* and, finally, (iv) as capital contributions to HNS License Sub. These interim assignments and the entities involved therein are depicted on Exhibit 2. Significantly, all of the entities to whom the interim assignments will be made are part of the current control group of the current licensee————they consist of The DIRECTV Group, Inc. and certain of its wholly—owned subsidiaries. Further, the interim assignments will occur simultaneously with the closing, and each will last a very briefperiod of time — only so long as is necessary to effectuate the next assignment. These changes in the interim mechanics for assigning the licenses at the closing therefore have no material impact on the ownership or control of the licenses, but are described herein in order to ensure that the Application is accurate and complete in all respects. The ultimate assignee of the licenses at consummation remains the same as before, and ownership and control of that entity remains the same as before. * Specifically, the licenses will be assigned from The DIRECTV Group, Inc. to Hughes Network Systems, Inc., then to Hughes Network Systems, LLC, then to HNS Europe Limited, and then to Hughes Network Systems (UK) Limited.

Ms. Marlene H. Dortch February 24, 2005 Page 3 Please do not hesitate to contact the undersigned should you have any questions on this matter. Sincerely y Washington, DC 20004 Counsel for Hughes Network Systems Ltd. and HNS License Sub Ltd. ce: JoAnn Lucanik Jeanette Spriggs

Exhibit 1 News Corporation Apolio Entities HNS License Sub, Limited & Leon Black (currently proposed license The assignment mechanics) DIRECTV Group, Inc. SkyTerra Communications, Inc. Hughes Network Systems, Inc. Hughes Network Hughes Systems Network Europe Systems, LLC Limited Hughes HNS Network Europe Systems Limited Ltd. Hughes Network Systems (UK) License Limited assignment HNS License Sub Limited

Exhibit 2 News Corporation Apolio Entities & Leon HNS License Sub, Limited Black (revised license assignment mechanics) The DIRECTV Group, Inc. SkyTerra Communications, Inc. Hughes Network Systems, Inc. Hughes Network Hughes Systems Network Europe Systems, Limited Hughes HNS Europe Network Systems Limited Ltd. Hughes Network Systems (UK) Limited Uitimate license assignment HNS License Sub Limited


Document Created: 2005-02-25 09:04:48
Document Modified: 2005-02-25 09:04:48
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