Attachment Update to App

This document pretains to SES-ASG-20041223-01893 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2004122301893_412948

                                                                                   ORIGINAL
                                        January 10,2005

VIA COURIER                                                          RECEIVED
Ms. Marlene H. Dortch                                                  JAN 7 O 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-20041223-01893


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 five non-common carrier

transmitheceive fixed satellite VSAT network authorizations, callsigns E990 170, E030008,

E030007, E940460 and E000166, 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,

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,



       I
              47 C.F.R. $ 1.65.


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

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-20041223-01893 as follows:

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

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

              On page 2 of 7, Section III.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 III.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 III.A., replace the equity interest in SkyTerra of “3.41%”
              attributed to AIF/IV RRRR,LLC with “3.14%.”

              On page 3 of 7, Section III.B., 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,

      ,                                                         1
                                                                                       ,



Tom W. Davidson
Akin Gump Straws 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 07:27:45
Document Modified: 2005-01-12 07:27:45

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