Echo 77 Supplement.p

Section 1.65 Notification submitted by EchoStar Corporation

1.65 Letter

2011-03-17

This document pretains to SES-ASG-20110228-00560 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2011022800560_876270

Pantelis Michalopoulos 1330 Connecticut Avenue, NW 202.429.6494 Washington, DC 20036-1795 pmichalo@steptoe.com Tel 202.429.3000 Fax 202.429.3902 steptoe.com March 17, 2011 Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: EchoStar Corporation, EchoStar 77 Corporation, File No. SES-ASG-INTR2011-00564 Dear Ms. Dortch: EchoStar Corporation (“EchoStar”) hereby submits this letter, pursuant to Section 1.65 of the Commission’s rules,1 to update the information submitted in the above-referenced application2 and reflect the incorporation of EH Holding Corporation (“EHH”). Specifically, on February 24, 2011, EchoStar submitted this application requesting consent to the pro forma assignment of its blanket Direct Broadcast Satellite service earth station authorization to its indirect wholly-owned subsidiary, EchoStar 77 Corporation (“EchoStar 77”). EchoStar explained that the assignment is necessary for EchoStar’s subsidiaries to obtain debt financing and will improve the provision of satellite services to EchoStar’s customers. EchoStar also explained that, prior to obtaining financing, it would incorporate a new direct wholly-owned subsidiary, identified as “Finance Co.,” which, following certain events, would become the indirect parent of EchoStar 77.3 1 47 C.F.R. § 1.65. 2 See File No. SES-ASG-INTR2011-00564 (filed Feb. 24, 2011). 3 See id., Narrative at 2.

Marlene H. Dortch March 17, 2011 Page 2 On March 16, 2011, EchoStar incorporated this direct wholly-owned subsidiary, EHH. A list of EHH’s directors and officers is provided as Attachment 1. The actions described in the original application that will result in EHH becoming the indirect parent of EchoStar 77 will be completed within 60 days of receiving Commission consent to EchoStar’s application. EchoStar hereby substitutes EH Holding Corporation for Finance Co. in all references to Finance Co. in its application. Additionally, EchoStar is attaching to this letter revised charts reflecting the corporate structure before and after the proposed pro forma transfer of the license and reorganization described in the original application (Attachment 2) and a revised ownership statement submitted in response to question A.20 of the Form 312 application reflecting the incorporation of EHH (Attachment 3). If you have any questions, please do not hesitate to contact me. Respectfully submitted, /s/ Alison Minea Pantelis Michalopoulos Corporate Counsel Petra Vorwig EchoStar Corporation L. Lisa Sandoval 1110 Vermont Avenue N.W., Suite 750 Steptoe & Johnson LLP Washington, D.C. 20005 1330 Connecticut Avenue, N.W. (202) 293-0981 Washington, D.C. 20036 (202) 429-3000 Counsel for EchoStar Corporation Enclosures

ATTACHMENT 1

EH Holding Corporation Directors and Officers Directors Charles W. Ergen Michael T. Dugan R. Stanton Dodge Officers Charles W. Ergen - Chairman Michael T. Dugan – President and Chief Executive Officer R. Stanton Dodge – EVP, General Counsel and Secretary David J. Rayner – Chief Financial Officer

ATTACHMENT 2

Pre-Reorganization Structure EchoStar Corporation EchoStar Satellite Services L.L.C. EchoStar 77 Corporation EchoStar Satellite Operating Corporation

Post-Reorganization Structure EchoStar Corporation (Assignor) EH Holding Corporation EchoStar Satellite Services L.L.C. EchoStar Satellite Operating Corporation EchoStar 77 Corporation (Space Station Assignee) (Blanket Earth Station Assignee)

ATTACHMENT 3

EXHIBIT C RESPONSE TO QUESTION A.20 OWNERSHIP STATEMENT 1. Name, address, citizenship and primary business of controlling and intermediate entities Upon receiving consent to the pro forma transaction described in this application, EchoStar 77 Corporation (“E77”), a Colorado corporation with offices at 100 Inverness Terrace East, Englewood, CO 80112, will hold the license identified in this application directly. E77 is a direct wholly-owned subsidiary of EchoStar Satellite Services L.L.C. (“ESS”), a Colorado limited liability company with offices at 100 Inverness Terrace East, Englewood, CO 80112. ESS, for its part, is currently a direct wholly-owned subsidiary of EchoStar Corporation (“EchoStar”), but, following consummation of the corporate reorganization described in this application, will become a direct wholly-owned subsidiary of EH Holding Corporation (“EHH”), a Colorado corporation with offices at 100 Inverness Terrace East, Englewood, CO 80112. EchoStar, a publicly traded Nevada corporation with offices at 100 Inverness Terrace East, Englewood, CO 80112, presently owns 100 percent of EHH directly. EchoStar’s primary business is the provision of satellite services and digital set-top box design, development and distribution. EchoStar is controlled by Charles W. Ergen, a U.S. citizen, as described below. The following diagram describes the corporate structure that will exist following consummation of the pro forma transaction. EchoStar Corporation EH Holding Corporation EchoStar Satellite Services L.L.C. EchoStar 77 Corporation

2. Name, address, citizenship and percentage holdings of all 10%+ stockholders of the controlling corporation Approx. Approx. Equity Voting Ownership Interest Citizenship Interest2 Interest1 Charles W. Ergen2 USA 43.8% 56.0% Chairman EchoStar Corporation 100 Inverness Terrace East Englewood, CO 80112 William R. Gouger3 USA 33.5% 36.7% Gouger Franzmann & Hooke, LLC 400 Inverness Parkway, Suite 250 Englewood, CO 80112 1 As of December 31, 2010. 2 Includes both Class A common and Class B common stock ownership. Class B common stock is owned through certain trusts. 3 Includes Class B common stock for which Mr. Gouger has voting power solely by virtue of his position as a trustee of several trusts established by Mr. Charles W. Ergen.


Document Created: 2011-03-17 15:57:35
Document Modified: 2011-03-17 15:57:35
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