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23) FCC Registration Number(FRN): OM)2155695

25) Entity Name (if not an individual): Hughes El.cbonIu Corporation

26) P.O. Box: 956

28) cltv: El S.g"nd0 31) Telephone Number: ( l l O p s * r o o O

.S) E-Mail Address:

24) First Name (if individual): 1-]1LasI Name: Ilsuffix:

( b m ( t i 7 ) Street Address: 200 Nolth Sepulveda Blvd.

lk9) State: CA

1132) FAX Number: (310)456-10119 1130) Zip Cade: 8024s

36) P.O. Box: 1-37) 38) City: Washington I 41) Telephone Number: (202)637.2200

Street Address: 555 Eleventh S t m l NW, Suite 1000

39) State: DC IkO) Zip Code: 20004-1304

142) FAX Number: (202)637-2201

48) Name of Real Party in IntoresI

50) Ationtion To

5 t ) P O Box

53) City New York

56) Talephone Number (212W52-RY

58) E-Mail Address

Ik9) TIN

(-1.52) Street Address 1211 Avenue of tho h r i u r

154) stale Nv I 57) FAX Number

1155) Zip Code 100366799

b) Company Name Harris. Wiltshire 6 Grannir U P

k t ) P O Box I

3) Clty Warhlnglon I(B4)StatS OC 1165) Zip Code. 20036 1 l m b 2 ) Street Address 1200 Eighteenth Stml NW, 12th floor

lee) Telephone Number: (202)7~1300 lb7) FAX Number: (202)730-1301 I ) E-Mail Address:

Alien Ownership Questions

69) 1s the Assignee or Transferee a foreign government or ule representative of any foreign government?

70) Is the Assignee or Transferee an alien or the representative of an alien?

71) Is the Assignee or Transferee a cowration organired under the laws of any foreign government?

72) is me M g n e e or Transferea e mqwratim of which more than one-finh of the capital stock 1s owned of rsmrd or voted by aliaps or their representatives or by a foreign government or representative thereof o( by any corporation organized under the laws of a

m El

preign m u n w

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1) The Assignor or Transfamr cerliies eilher (1) mat lhe aulhoriration will not be assigned or mat contml of the license will not be transferred until the consent of the Federal Communications Cammission has been given. or (2) thal prior Commission consent is not required because lhe transaction is subject to streamlined notification procedures for pm forma assignments and transfers by telsmmmunicationscarriers. See Memorandum Opinion end Order, 13 FCC Rcd. 6293(1998).

2) The Assignor or Transferor certifies lhat all statements made in lhis application and In the exhibits. attachments. or In documents incwporated by reference are material. are pari of lhis application. and are true. mp(ete. wrrect. and made In good faiih.

79) Typed or Printed Name of Party M o r k e d to Sign Firsf Name: Larry l [ ~ l L a s t Name: Hunter 1ls.R.:

74) Has me Assignee or Transleree 0, any party to this applration had any FCC stabon authgnmbon. license or ~onstr~ction permit remked or had any application for an inilbl. modfficetlon or renewal of FCC Station aulhoriralion. license. conslruchn pemt denied by the Commission? H Yes'. ahach exhibit BxpLaining circumslanc86.

75) Has lhe Assignee or Transferee or any party to lhk application, or any p a q dlreclly or indirectly conbolling lhe Assignee or Transferee. or any party m this applicatm eve, bean wnvlcted 01 a fetony by any state or federal muri? If Yes'. attach exhlbtl

I) The Assignee or Transferee cartinas eimer (I) lhat the authorizwbn win not be assigned M mat wntrol of m e license wiU MI be transhed until me consent of the ~ederal Communicahans commission has been given. or (2) hat prior Cammmslon mnsent is not required because n e transactan is subject to streamlined mlificatlon pmcedures lor pro forms arsgnments and transfers by lelemmmunlcations ~smiers Sea hfemorandum Opinion end Order, 13 FCC R c d 6293 (1898).

2) The Assignee or Transferee wakes any daim to lhe use of any parikular frequency or of me eleclmmagnebc spectrum as against lhe regsgulatory p a e r of the Unitsd States becauw 01 the previous YW of lhe same. whether by licanse of olhemse. and requests an aulhcdzalbn m amrdanca Vrm this applicahan.

3) The Assignee or Transferea cerWles mat grant oflhis application wwld not cause the Assignee or Transleree to be in violation of any

or Transferee. or any party d i W y or I n d i r W wnbolling Re Assignee or Transferee nlawfuliy to monopolize radio communication. directly or indirectly. lhmugh wnlml of

anMaclure or 6818 of radio apparatus. exclusive traffic arrangsment. or any olher means or unfair methods of wmpeStion? If Yes'.

ofthe WaIw rsquelit

4) The Asslgnee or Transfwee egress lo assume an obligslions and ehde by all conditions imposed on the Assignor or Transtemr under lhe s u b m au+mimbon(s). unless me Federal Communications Comrniarlon pursuant to e request made herein olhervlse allws. excepl for iablllly lor any a d done by. or any right accured by. or any sun or pmceeding had or commenced against lhe Assrgnor or Transtern prior to lhb sssignmenl.

5) The Assignee or Transferee m e s mal all statements made in lhis applicaton and In lhe exhibas. at(achmenls. or in documents incotpaated by reference are material. are pari ot lhis application. and are me. cnmpleta. wrrect. and made in gmd faW.

6) The Assignee or Transferee cemhes mat neither n nor any other party to !he appllcahan is subject io a dental of Federal be"& pursuant to Section 5301 of lhe Anti -Drug Abuse M 01 1998,Zl U.S.C 5 862. becnuse of a wnviclion for possession OT dislribuhn of (I mnmlled substance. SeeSsctiw 1.2W2(b) ofthe wIes.47 CFR 5 1.2002(b),formedeRnllionaf'partytotheapplication~asusedinlhiscertilicat~n.

7) The spplicent carlines mat n eimer (1) has an updated Form 602 on file wilh h e Camndssion. (2) Is hlin$sn updated Form 602 ~imultaneoously wim mi6 appllcaton. or (3) 1s not required to Rle Form 602 under me Cmmissm'r rules

77) Is lhe Assignee or Transferee. or any party directly or indirectly contmliing the Assignee or Transferee currently a party In any ndmg man& referred to in the precading hvo nems? If Yes'. aha& exhibl explaining circumstances

First Name: ArlJIur I ~ @ a s t Name: Siskind JIsufFrx: 83) Ti: Sr. Exes. VP 6 Grp. Gen. Couns. Signature: ArlhurY Slakind 1184) Dab: OUSOhlS

78) Race, Ethniclty, Gender of Assigneell'ransferee (Optional) Nabve Hawaiian or Olher Pacific Islander:

;;$y Indian or Alaska

Not Hispanlc or

Female: IYale:

runent &ss-ownership. attribution. or spictrvm cap ruie: lk!he applicant has mugM a waiver of any such rule in connection wilh this appliition, it may make lhis certification subject tolhe o u t w m e ~ ~

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IS me Assignee ctaimmg me same categow or a smaller ca~~gory OI etngtdlty lor Installment payments as lhe Assignor (as I I

Page 4 of 5

Year 3 Gmss Revenues 11 Total Assets 1 Year 1 Gross Revenues (current)l( Year 2 G m Revenues fl

ILLFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE ANDIOR PRISONMENT (US. Code. TIUs 18. S.ction 1001) ANDlOR REVOCATION OF ANY STATION UCENSE OR CONSTRUCTION RMlT (US. Code. -47. & d o n 312(a)(I)), ANDIOR FORFEITURE (US. Code, Till. 47. Seaion 503).

Authorizations To Be Assinned nr Trsncfarrd

See instrudbnslorpublic FCC Form 603 Schedule for Assignments of Authorization

and Transfers of Control in Auctioned Services

Assignments of Authorization

betermined by the appllcnble rules govemmg me licenaes ~ssued IO the Assignor)?

111 'Yes'. Is the Assignee applylng lor installment payments? I

2) Gross Revenues and Total Assets Information (if required) (for assignments of authorization only)

3) Certification Statements

For Assign- Chiming Ellgibllity as a Publicly 1nd.d Corporaiton

ignee certifies lhat lhey am eiigible to o b l n me licenses lor which may apply and mat mey wmply r i m me definlbon of a Publcly raded Corporabon. as set wt in me applicable FCC rubs.

For *.signee8 Clalmlna Eligibility ms a Vwy Small Buslness. Very Small Buslness Consomum. Small Business. or as a small Budme" C o n d u r n

b i g n e e certifies mat mey are eligible to obtain me twnses for whffih mey apply

bsstgnee cerbfies mat the appllcanh sde wnfrm gmup member Is a prealmng entity, H ap@cabk I 1

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CmrWiution Statement for Tnnsbmr

Attachment List ~

I Description I Contents I1 iI 0178399396860850008134970.pdf ~~

[ ~ 1 ( 0 4 / 3 0 / 0 3 iExhibit A - Question 73 ~ ~~

I(Other ~l05/01/03 IExhibit B - Question 77 0178400786860850008134970.odf

EXHIBIT A

FCC Form 603: Response to Question 73

Section 31O(b)(4) of the Communications Act of 1934, as amended, establishes certain l i ta t ions on indirect foreign ownership and voting of certain common carrier and broadcast licensees.' By defdtion, these l i tat ions do not apply to non-common carrier space and earth station licenses or private wireless licenses held by Hughes Electronics Corporation and its subsidiaries. The Commission has also previously established that these statutory limitations do not apply to a licensee providing a subscription DBS service, such as DIRECTV. For further information concerning pre- and post-merger corporate structure and ownership of Hughes Electronics Corporation and its subsidiaries, please see the narrative description in the Consolidated Application for Authority to Transfer Control.

' See 47 U.S.C. 5 310@)(4).

See Memorandum Opinion and M e r , MCI Telecommunimtions Cop., FCC 9!%110,14 FCC Rcd. 11077,11081-82,n 11-14(1999). ~eCCommissionhasalsoclsrifi~itsrulesonthispointby eliminating a provision that might have been interpreted to apply foreign ownersbip reshictions to subscription DBS operators. See RepOa and Order, Policies and Rules for the Dird Broadcast Satellite Service, FCC 02-1 10, 17 FCC Rcd. 1 133 1,11348, n 3 1-32 (2002).

EXRIBIT B

FCC Form 603: Response to Question 77

1. State Deuartment Review

On December 26,2002, the U.S. Department of State issued a formal charging letter to Hughes Electronics Corporation and Boeing Satellite Services, Inc. (“BSS”). The letter alleges violations of the AIRIS Export Control Act and relates primarily to the involvement of Hughes Space and Communications Company (‘“SC”) in reviews of two failed launches of commercial communications satellites on Chinese rockets in 1995 and 1996. HSC was subsequently acquired by The Boeing Company, but Hughes retained certain obligations with respect to the resolution of these matters. Effective March 4, 2003, the State Department, Hughes and BSS entered into a Consent Agreement to settle this matter. In addition to payments by Hughes and BSS for past expenditures, future enhancements and civil penalties, the Consent Agreement requires each of Hughes and BSS to appoint a t h i i party to serve as a Special Compliance Officer. Except for ongoing compliance with the terms of the Consent Agreement, this Mly and finally resolves all issues regarding this matter.

2. Cable Connections. Inc.. et al. v. DIRECTV. hc.. et al.

In May 2001, plaintiffs filed a class action complaint in Oklahoma State Court alleging claim including breach of contract and fiduciary duty, fraud, promissory estoppel, antitrust and unfair competition. The four plaintif% are independent DIRECTV retailers who claim to be bringing the complaii on behalf of all independent retailers, including former PRIMESTAR and USSB retailers. In August 2001, the case was stayed and the court ordered the individual plaintiffs to pursue their claims in arbitration. A k r seven months of inactivity, plaintiffs filed a motion for class iertification of their claims in arbitration. DIRECTV opposed this late request filed in contravention of the court’s stay order, but the court entered an order indicating that it would retain jurisdiction in order to determine whether the prerequisites for class ka tmea exist. DIRECTV appealed the order, and the State Supreme Court issued an order permitting DIRECTV to proceed with its appeal. Appeal is now pending.

3. Garcia v. DIRECTV. Inc.

In April 2001, Mr. Garcia, an independent retailer of DIRECTV equipment, instihted arbitration proceedings against DIRECTV, Inc. regarding chargeback and commission disputes. While that arbitration was pending, Mr. Garcia filed a class action complaint against DIRECTV, Inc. and Hughes Electronics Corpomtion in Los Angeles Superior Court asserting claims relating to the same chargeback and commission disputes and a Consumer Legal Remedies Act claim. DIRECTV, Inc. and Hughes Electronics

Exhibit B Form 603: Response to Question 77 Page 2 of 2

Corporation moved to dismiss and compel arbitration, which motion was granted by Los Angeles County Superior Court. However, the court’s order purported to retain jurisdiction to determine whether the prerequisites for class treatment of dealer claims within an arbitration are met. DIRECTV, Inc. and Hughes Electronics Corporation filed a notice of appeal of this order. The appellate court denied DIRECTV, Inc.’s appeal, thus permitting the trial court to set a schedule for class discovery and a class certification hearing. DIRECTV, Inc. and Hughes Electronics Corporation petitioned the California Supreme Court for review of the order, but the California Supreme Court denied DIRECTV, Inc.’s petition for review. DIRECTV, Inc. will be fding for a writ of certiorari with the United States Supreme Court to review the decision of the California courts. The Los Angeles Superior Court has stayed all proceeding in connection with the Garcia litigation pending a decision by the United States Supreme Court dealing with issues regarding the Federal A&itration Act. This decision is expected to be issued in June 2003.

FCC FORM 603 APPLICATION

Hughes Network Systems, be. IndustriaVBusiness Pool, Conventional

..

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1) App1Kstmn P"rpos* 1 n n m r 01 Control I 2a) If m8s request IS for an Amendment or WimdieWal enter me File Number d me pending appllcBbon currently an file with the FCC

2b) File numbers of related penom+ applications cunently on file wlth the FCC

1- Fils Number

II FCC 603 II FCC Wireless Telecommunications Bureau J I A P P ~ V ~ by

3a) Is mi6 a pm b m a assigment 01 authonrahon or mnafer 01 mntmn No 2b) II me answer to Item ?a 18 Yes. 1s Vns a notficabon of a pm forms transadon tmmg filed under me Commlsaon's forbearance procedures lor lelecommunlcahons lhcenses?

4) F a assignment of aulhonzatvm ooly IS mas a pertnm andlor dlraggregabon?

sa) Does this filing request a waiver 01 the Cornmissvln rules? I1 'Yes' attach an eXhiblt pmviding the rule numbers and explalnmg circumstances NO

5b) 11 a feeable waiver request IS altached. multiply Ihe number 01 stations (call agns) limes me number 01 rule . sezbono and enter ma resun

3060 - oaw See p~blffi burden esbmate

Application for Assignments of Authorization and Transfers of Control I/ II

. _ _ -..

II

1 a) How will assignment of aumoriLation or transfer of Mntrol be aaompiished? Sals or other uslgnment or transfer of 8tock If required by applicable rule. attach as an exhibit a statement on ha* mtml ls to be asaigned or transferred. along vivl wples of any pertinent contrack. agreemenk, instmmenk. cerwied mpies of Court Orders. e&.

9) The assignment of authorization or transfer of mntml of license is: V0lunt.W

II II breviewed 05/01/2003

10) FCC Registration Number(FRN): 0005652110

12) Entity Name (if not an Individual): Hughes Network Systems, Inc. 13) Atlention To:

14) P.O. Box: 9%

11) First Name (if Individual): 1 T l l L a s . t Name: I lm:

1-1 15) Sheet Addreas: 200 North Sepulved. Blvd.

120) FAXNumber: (310)456-1089

16) city: El Sogundo I 17) State: CA 1118) zip code: 90245 19) Telephone Number: (31O)J64dOOO

21) E-Mall Address:

ll II 1l.t 02:31PM

/I attachments bmnng fiied w VI lhts appllcallOn? Yes

Does me transaclion mat IS the subled 01 m#s applmbon ako involve transfer or asagnment of other w m l e s s Lcenses held by the sslgnornranafsmr or affiliates 01 me ass~gnorltranslemr(s g , parents. subaldmnes. or cnmmonly wntmlled enmies) that are not Included On

/I ((his form and lor which Cornmisson appmval IS reqared? V n

II 76) Does me transachon that IS me subja( d this spplicath also involve transler a assignment of nonwreless lffienses that are not

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34) First Name: Gary I v @ - a s t Name: E W l n Ilsuflu: 35) Company Name: Lalimn 6 Watklns LLP

36) P.O. Box: 38) Chy: Washington 1139) State: DC Zip code: 20004-1304

41) Telephone Number: (202)637-2200

43) E-Mail Address:

l k n d l O r I ( 3 7 ) Street Address: 555 Elwenth Stnet. NW. Suits $000

1142) FAX Number: (202)637-2201

48) Name of Real Party in Interest

50) Mention To:

51) P.O. Box: 53) City: New Yo&

56) Telephone Number: (212)852-7204

58) E-Mail Address:

1149) TIN

1-1 52) Street Address: 1211 Avenue of me Americas I 54) state: NY I 57) FAX Number:

1155) Up Code: 100364799

!I Number (zOZ)7M-lMo 1167) FAX Number (202)730-i301

~

59) First Name: mluam l t l : l l L a s t Name: Winshin Ilsuffo;:

b) Company Name: Hamis, Witshln 6 Grmnls LLP

b l ) P.O. Box: I r l l 6 2 ) Street Address: 1200 Elghtnnm S& NW, 12th Floor

3) Cia: Washington Ib) State: DC l k Zip Code: 20035

69) Is the Assignee or Transferee a foreian wemment or the representative of any foreign government?

70) 1s the Assignee or Transferee an a l i n or the representative of an alien?

71) Is the Assignee or Transferee a mrporatlon organized under the laws of any foreian government7

72) Is the Assigpe or Transferee a corporation of which more than one-fiflh of the capital sLock is awned of remrd or voted by qliens a r their reDresentatives or bv a foreian aovemment or reoresentalive thereof or bv anv cwwration omanized under the laws of a - - . . . -

iHI lfD,*lW counby?

73) Is me Assignee M Transferee dirsctly or indirectly conbolled by any mer copnabon of which more lhan one+ourlh of the capital Lock 1s owned of rscord or voted bv aliens. thew reDrasentatwes. or bv a foreion Oovemment or mres¶ntatwe thereof. of bv anv

m la la

Basic Qualification Questions

I1 in1

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74) Has the Assignee or Transferee or any patty to this applicaliin had any FCC stalion authorization. license or wnstruction permit revoked or had any application for an inhl . modihlion or renewal of FCC station aumorization, license, construction permit denied by the Mmmiasion7 If Yes'. attach exhibit explaining circumstances.

75) Has the Assignee or Transferee a any party lo this application. a m y party directly or indirectly wrtmlling me Assignee or Transferee. or any party to this application ever been convicted of a felony by any stale a federal coum If Yes'. attach exhibit explaining circumstances.

76) Has any wurt flnally adjudw the Assignee or Transferee. a a n y party direCny or indirecUy contrdling me Assignee or Transferee guilty of unlawfully monopding a attempting unlawfully to monopolire radio communlcatbn. d i m or indirecuy. mmugh conlml of manuiaclure a sale of radio apparatus, exclusive traffic arrangemenl, any other means or unfair methods of competition? If Yes', attach exhibit explaining circumstances.

77) Is the Assignee or Transferee. or any party directly or indirectly wrlmlling the Assignee a Transferee cunenliy a paw in any pending matter referred to in the preceding two hems7 If Yes". attach exhibit explaining circumstances.

1) The Aswgnor a Transfemr cwdifies either (1) lhal the aulho-lbon will ry)I be assigned OT that control of the IiCenW will ml be lranstened until the wrsenl of the Federal Communications Commission has been given. or (2) mal pnor Commission wnwnt is not required because me tranraclon 4s subject Io sbeamlined notification pmcedures for p o lome assignments and transfers by telecommunications tamers. See Memorendurn Opinion and Order. 13 FCC Rcd. 6293(1898)

2) The Assignor or Transfem certifies mat a11 statammts made in mis epplication and in the exhibits. anachments. OT in documents incorporated by reference are malenal. am part of mis apphcatan. and are Vue. mmplete. conect, ana maae in gmd failh.

79) T@ or Printed Name 01 Patty AuvlonZed to Sgn

bo) me: Corponte &nbr vlm Pnsldenl

FiKl Name: L- IIMI. D IILasl Name. Hunter IlsuKu:

78) Race, Ethniclty, Gender of AssigneelTransferee (Optional) Native Hawaiian or Omer Pacific Islander: El hile: $men Indian or Alaska

Not Hispanic or

Female: lMale:

I ) The Assignee or Transferee ceWes either (1) mal the authodzatm will not be assigned or that mnml 01 me licenw will not be Vansterred until the mmnl of ma Federal Communications Cammissbn has been wen. or (2) mal pmr Mmnusion mnsenl is not required because me bunsac6on is subject to sbeamlined nobflcation pmcedures for pm forma assgnmenn and transfers by leleammunicalions C~-K See Memorandum Opinion and Order. 13 FCC Rcd. 6293 (1998).

2) The Assignee or Transferee wekas any claim to the use of any partimlar frequency or of the electmmagnetic spectrum aaagainst the rsgulatory power of Ihe United States because of me pronous use of the same, wheiher by l i m s e or olhenviw. and requests an aulhonralion in accordanca wilh mis applicabon.

3) The Assignee or Transferee ceMes that grant of this applicalion would not cause the Assignee a Transferee to be in violation of any pantnenl cmswnvnership. attnklbon. a spearurn cap NIB.* 'I1 the appVcant has aoughl e waww of any such NIB in mnection w& mas applicdon. It may make this certificalion wbject to the OutCOme of m e waiver request

4) The Assignee 0, Transferee agreas lo essume a11 obligatbns and abide by ell condmons ImpQsed on me Assignor or Transfemr under the subjen aumonzalion(s). unless me Federal Communications Commission plrSU0nI to a request made herein omerrrise allows. €me@ for liabilily (or any act done by. or any nght amred by, OT any WII 01 pmceedln~ had or commenced againal me M g ~ r or Transferor p(l0r to mis assignmenl.

5) The Assignee a Transferee c e M m thal all statements made m mis applicalion and h Me sxhiblts. attachments. or in documents incorporaled by refere- are maledal. are part of mis applicalhn. and are We. mmplele. conect, and made in Pmd feUh

6) The Assignee or Transferee c&es mal neilher 1 n a any dhsr party to lhe ePPlicalim is subject to a deniel of Federal benefits p u w n l toSedion5301 ofmeAnbOrugAbuseAclof t998.21 U.S.C§ 862. bkaUSB0famnvtCfionfor~ssesion~dlablbutionolawnbdled - subslenca. See Section 1.2002(b)ofthsrules. 47 CFR 5 l.2W2(b). brmedefinitionof'partytolheapplicat~on'srussdin~iscertificalbn.

7) The applrsnl cert+es lhal L miher (1) has an updated F m 602 on file with me Commission. (2) 18 ding en updated Form 602 omu~neously wim this applcalion. or (3) is not required to file Form 602 " n d ~ the Comnd8Mn's Nb.

82) Typed or Printed Name of Party Authorized to Sign FiKl Name: m u r IlMl: Y lllast Name: Slrklnd Ilsm: I)

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IUFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE B Y FINE AND/OR SONMENT (US. Cod., Tons 18, Sec(lon 1001) AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION IT (U.S. Cod., Tme 47. Subon 312(r)(l)). AND/OR FORFEITURE (U.S Coda. Title 47, Sul ion 503)

Authorizations To Be Assigned or Transferred ~ i l . . . # - - - . l ~ I I l ~ l ~ U ~ ~ ~ l -1

and Transfers of Control in Auctioned Services

Assignments of Authorization I) Assignee Eligibility for Installment Payments (for assignments of authorization Only) Is the Assignee claiming the same category or a smaller ca lego~~ of eligibility for installment payments as the Assignor (as

determined by the applicable rules governing the licenses issued to the Assignar)?

If 'Yes', is the Assignee applying for installment payments? I

2) Gross Revenues and Total Assets Information (if required) (for assignments of authorization only) Refer to appicable a w o n NIW for method to detarmine required gross revenues and lolai assets informahon I Year 1 Gross Revenues (cunent)l) Year 2 Gross Revenues 11 Year 3 Gmss Revenues 11 Total Assets

3) Certification Statements For Assignees Claiming Eligibility as an Entmpmneur Under the General Rule

For Assignns Clalming Elieibllity as a Publicly Traded Corporalion

signee certifies that they are eligible lo obtain the licenses for which they apply and that they comply with the definition of a Publicly mded Corporation. as set out in the applicable FCC N h S .

For A88igne.S Clalming Eliglbility Udng a Control Group SlNdUn

bsignee cert%es mat they are eligible to obtain the licenses for which they apply.

k g n e e certifies that the applicanrs sole mntmi group member IS a presexisting entay. if a p p l i ~ e .

For Assignees Claiming Eliglblllty as a Very Small Business. Very Small Business Consomum, Small Bu8h#8Sl or as a Small Busineis Conadurn

!Assignee cerlifies that they are eiigible to obtain the licenses for which they apply.

bsignee certifies lhat the applicants aole mhol group member is a presexisting enbfy. If applicable.

I

1

For Assignees Claiming Ellglbllity as a Run1 Talephone Company

signee certifies that they meel the definifion of a Rural Telephone Company as set out in the applicable FCC ~ 1 0 8 . and must disclose a11 rtias to agreement(s) lo partition ficenses won in Wi suction. See applicable FCC Nles.

Transfers of Control 4) Licensee Eligibllity (for transfers of control Only)

a resun of transfer of control. must the licensee now daim a larger or higher c a t e m of eligibility than was originally

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H Description Contents

lOwnership 1104/30/03 1 -11o5/01/031

Exhibit A - Question 73

Exhibit B - Question 77

0178399476549583856515144.lxif

01 7840090654958385651 5144.pdf

EXHIBIT A

FCC Form 603: Response to Question 73

Section 3 IO(bx4) of the Communications Act of 1934, as amended, establishes Certain limitations on indirect foreign ownership and voting of certain common carrier and broadcast licensees.' By definitioq these limitations do not apply to noDcommon carrier space and earth station licenses or private wireless licenses held by Hughes Electronics Corporation and its subsidiaries. The Commission has also previously established that these statutory limitations do not apply to a licensee providing a subscription DBS service, such as DIRECTV. For further information concerning pre- and post-merger corporate structure and ownership of Hughes Electronics Corporation and its subsidiaries, please see the narrative description in the Consolidated Application for Authority to Transfer Control.

.

' 2

see 47 U.S.C. 9 3iqbK4).

See Memorandum Opinion and Order, MCI Telecommuniuztions Gorp., FCC 99-1 IO, 14 FCC R d 1107?, l l081-82,~ 11-14(1999). TbeCanmissionhasalsoclarifiedi~rulesonthispointby eliminating a provision that might have been interpreted to apply foreign ownership restrictions to subscription DBS operator. See Report and Ordex, Policies and Rules for the Direct B r d m t saleNifeserVice,FCcO2-110,17FCCRcd. 11331, 11348,~31-32(ZOOZ).

EXHIBIT B

FCC Form 603: Response to Question 77

1. State Deuartment Review

On December 26,2002, the US. Department of State issued a formal chagiig letter to Hughes Electronics Corporation and Boeing Satellite Services, Inc. (“BSS”). The letter alleges violations of the Arms Export Control Act and relates primarily to the involvement of Hughes Space and Communications Company (“HSC”) in reviews of two failed launches of commercial communications satellites on Chinese rockets in 1995 and 1996. HSC was subsequently acquired by The Boeing Company, but Hughes retained certain obligations with respect to the resolution of these matters. Effective March 4, 2003, the State Department, Hughes and BSS entered into a Consent Agreement to settle this matter. In addition to payments by Hughes and BSS for past expenditures, future enhancements and civil penalties, the Consent Agreement requires each of Hughes and BSS to appoint a third party to serve as a Special Compliance Officer. Except for ongoing compliance with the terms of the Consent Agreement, this fully and finally resolves all issues regarding this matter.

2. Cable Connections. Inc.. et al. v. DIRECTV. Inc.. et al.

In May 2001, plaintiffs fied a class action complaint in Oklahoma State Court alleging claims including breach of contract and fiduciary duty, fraud, promissory estoppel, antitrust and unf& competition. The four plaintiffs are independent DIRECTV retailers who claim to be bringing the complaint on behalf of all independent retailers, including former PRIMESTAR and USSB retailers. In August 2001, the case was stayed and the court ordered the individual plaintiffs to pursue their claims in arbitration. After seven months of inactivity, plaintiffs filed a motion for class certification of their claims in arbitration. DIRECTV opposed this late request filed in contravention of the court’s stay order, but the court entered an order indicating that it would retain jurisdiction in order to determine whether the prerequisites for class treatme& exist. DIRECTV appealed the order, and the State Supreme Court issued an order permitting DIRECTV to proceed with its appeal. Appeal is now pending.

3. Garcia v. DIRECTV. Inc.

In April 200 I, Mr. Garcia, an independent retailer of DIRECTV equipment, iktituted arbitration proceedings against DIRECTV, Inc. regarding chargeback and commission disputes. While that arbitration was pending, Mr. Garcia Ned a class action complaint against DIRECTV, Inc. and Hughes Electronics Corporation in Los Angeles Superior Court asserting claims relating to the same chargeback and commission disputes and a Consumer Legal Remedies Act claim. DIRECTV, Inc. and Hughes Electronics

Exhibit B Form 603: Response to Question 77 Page 2 of 2

Corporation moved to dismiss and compel arbitration, which motion was granted by Los Angeles County Superior Court. However, the court’s order purported to retain jurisdiction to determine whether the prerequisites for class treatment of dealer claims within an arbitration are met DIRECTV, Inc. and Hughes Electronics Corporation filed a notice of appeal of this order. The appellate court denied DIRECTV, Inc.’s appeal, thus permitting the trial court to set a schedule for class discoveq and a class certification hearing. DIRECTV, Inc. and Hughes EIectroNcs Corporation petitioned the Caiifomia Supreme Court for review of the order, but the California Supreme Court denied DIRECTV, Inc.’s petition for review. DIRECTV, Inc. wilI be filing for a writ of certiorari with the United States Supreme Court to review the decision of the California courts. The Los Angeles Superior Court has stayed all proceeding in connection with the Garcia litigation pending a decision by the United States Supreme Court deaiing with issues reganling the Federal Arbitration Act. This decision is expected to be issued in June 2003.