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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                   )                               
                                                                   
                                   )   File No. EB-08-IH-0973      
     In the Matter of                                              
                                   )   NAL/Acct. No. 200932080035  
     Hughes Communications, Inc.                                   
                                   )   FRN No. 0007600661          
                                                                   
                                   )                               


                                     ORDER

   Adopted: March 31, 2009 Released: March 31, 2009

   By the Investigations and Hearings Division, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Hughes Communications,
       Inc. ("Hughes"). The Consent Decree terminates an investigation by the
       Bureau against Hughes for possible violation of section 310(d) of the
       Communications Act of 1934, as amended (the "Act"), and section 25.119
       of the Commission's rules in connection with the unauthorized transfer
       of control of various licenses and authorizations held both directly
       and indirectly by Hughes.

    2. The Bureau and Hughes have negotiated the terms of the Consent Decree
       that resolve this matter. A copy of the Consent Decree is attached
       hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether Hughes possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Act
       and sections 0.111 and 0.311 of the Commission's Rules, the Consent
       Decree attached to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Stephen D. Baruch, Senter & Lerman PLLC, 2000 K Street,
       N.W., Suite 600, Washington, DC 2 0006.

   FEDERAL COMMUNICATIONS COMMISSION

   Hillary S. DeNigro

   Chief, Investigations and Hearings Division,

   Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                   )                               
                                                                   
                                   )   File No. EB-08-IH-0973      
     In the Matter of                                              
                                   )   NAL/Acct. No. 200932080035  
     Hughes Communications, Inc.                                   
                                   )   FRN No. 0007600661          
                                                                   
                                   )                               


                                 CONSENT DECREE

    1. The Enforcement ("Bureau") and Hughes Communications, Inc. ("Hughes"
       or the "Company"), by their authorized representatives, hereby enter
       into this Consent Decree for the purpose of terminating the Bureau's
       investigation into whether Hughes violated section 310(d) of the
       Communications Act of 1934, as amended (the "Act"), and section 25.119
       of the Commission's rules in connection with the unauthorized transfer
       of control of various licenses and authorizations held both directly
       and indirectly by Hughes.

   I. DEFINITIONS

    2. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
       S: 151 et seq.

    b. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    c. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    d. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 15.

    e. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    f. "Hughes" means Hughes Communications, Inc. and its
       predecessors-in-interest and successors-in-interest.

    g. "Investigation" means the investigation commenced by the Bureau's
       November 19, 2008 Letter of Inquiry regarding whether Hughes violated
       section 310(d) of the Act and section 25.119 of the Commission's rules
       in connection with the unauthorized transfer of control of Hughes,
       which holds various licenses and authorizations both directly and
       indirectly.

    h. "Order" or "Adopting Order" means an Order of the Commission adopting
       the terms of this Consent Decree without change, addition, deletion,
       or modification.

    i. "Parties" means Hughes and the Bureau.

    j. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

   II. BACKGROUND

    3. Section 310(d) of the Act requires that holders of FCC licenses or
       authorizations obtain a certificate of public convenience and
       necessity from the Commission before "transferr[ing], assign[ing] or
       dispos[ing] of [such licenses] in any manner, voluntarily or
       involuntarily, directly or indirectly, or by transfer of control of
       any corporation holding such permit or license. . . ." In accordance
       with section 25.119 of the Commission's rules, a transfer of a station
       license by transfer of control of any corporation or any other entity
       holding such license requires application to and prior approval from
       the Commission. The Commission employs a public interest standard
       under section 310(d) of the Act that involves the examination of the
       public interest impact of a proposed transaction. 

    4. Prior to July 13, 2007, Hughes was the indirect subsidiary of Apollo
       Capital Management IV, Inc. and AIF IV Management, Inc. (collectively,
       "Apollo IV"). Hughes directly controlled a noncommon carrier Title III
       space station license/authorization for the SPACEWAY 3 satellite (Call
       Sign S2663). Additionally, at all relevant times, Hughes was the
       parent company of Hughes Network Systems, LLC ("HNS"). HNS, in turn,
       was the parent of HNS License Sub, Limited and HNS License Sub, LLC
       (collectively, "HNS Subsidiaries"). Both prior to and immediately
       after July 13, 2007, the HNS Subsidiaries directly controlled 17
       non-common carrier earth station licenses. Additionally, HNS License
       Sub, LLC directly controlled four authorizations in the Experimental
       Radio Service.

    5. On July 13, 2007, in the second step of a three-step transaction that
       concluded on August 8, 2007, control of Hughes and the HNS
       Subsidiaries was transferred from Apollo IV to BRH Holdings GP, Ltd.
       No filing was made with the Commission to authorize the transfer of
       control over the licenses held by Hughes and the HNS Subsidiaries. One
       week after discovering the unauthorized transfers of control of the
       various Commission licenses, Hughes disclosed this matter to the
       Commission. Hughes and the HNS Subsidiaries filed applications
       requesting nunc pro tunc approval of transfer of control of the space
       and earth station licenses on September 4 and 5, 2007. Applications
       requesting approval for transfer of control of the experimental
       licenses were filed with the Commission on September 24, 2007. On June
       12, 2008, the Commission granted consent for the transfer of control
       of the space station licenses. The Commission granted consent for the
       transfer of control of the earth station licenses on June 17, 2008,
       and it granted consent for the transfer of control of the experimental
       radio services licenses on June 23, 2008.

    6. On November 19, 2008, the Bureau issued a letter of inquiry to Hughes.
       The LOI directed Hughes, among other things, to submit a sworn written
       response to a series of questions relating to the unauthorized
       transfer of control of various licenses and authorizations held both
       directly and indirectly by Hughes. Hughes responded December 9, 2008.
       Hughes also requested the Bureau consider resolving its investigation
       with a Consent Decree.

   III. TERMS OF AGREEMENT

    7. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    8. Jurisdiction. Hughes agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    9. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the FCC releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Bureau. Any violation of the Adopting Order or of the terms of this
       Consent Decree shall constitute a separate violation of a Bureau 
       Order, entitling the Bureau  to exercise any rights and remedies
       attendant to the enforcement of a Commission Order.

   10. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau  agrees to terminate its
       investigation. In consideration for the termination of said
       investigation, Hughes agrees to the terms, conditions, and procedures
       contained herein. The Bureau further agrees that in the absence of new
       material evidence, the Bureau will not use the facts developed in this
       investigation through the Effective Date of the Consent Decree, or the
       existence of this Consent Decree, to institute, on its own motion, any
       new proceeding, formal or informal, or take any action on its own
       motion against Hughes concerning the matters that were the subject of
       the investigation. The Bureau also agrees that it will not use the
       facts developed in this investigation through the Effective Date of
       this Consent Decree, or the existence of this Consent Decree, to
       institute on its own motion any proceeding, formal or informal, or
       take any action on its own motion against Hughes with respect to
       Hughes's basic qualifications, including its character qualifications
       to be a Commission licensee or authorized common carrier or hold
       Commission authorizations.

   11. Compliance Plan. Hughes agrees that it will develop, within thirty
       (30) calendar days from the Effective Date, an internal Compliance
       Plan to ensure Hughes's future compliance with the Act, the
       Commission's rules, and the Commission's orders governing the
       assignment or transfer of control of FCC licenses and authorizations.
       The Compliance Plan shall include the following components:

    a. Compliance Training Program. Hughes will establish an FCC compliance
       training program for any employee who engages in activities related to
       the purchase, sale, acquisition, assignment or transfer of control of
       companies, entities or assets subject to FCC regulation by or
       involving Hughes. Training sessions will be conducted at least
       annually for such employees to ensure compliance with the Act and the
       FCC's regulations and policies pertaining to assignments and transfers
       of control and, for new employees who are engaged in such activities,
       within the first sixty (60) days of employment. The Compliance
       Training Program will contain information for Hughes personnel
       regarding the need to conduct thorough due diligence regarding
       potential FCC licenses of any company in a potential merger or
       acquisition transaction, the need to monitor any corporate
       reorganization for potential license assignment or transfer issues,
       and the need to obtain prior FCC approval for all assignments and
       transfers of control of FCC licenses or authorizations.

    b. Review and Monitoring. Hughes management will review the FCC
       Compliance Training Program annually to ensure that it addresses the
       objectives set forth herein.

    c. Parent Company(ies). Hughes will work with all direct and indirect
       parent companies to institute internal controls that ensure future
       transactions that contemplate a change in control of Hughes companies
       are communicated to Hughes management in advance of any actual
       transfer of control and ensure the requirements of all appropriate
       regulatory authorities are timely satisfiedt.

    d. Annual Report. Twelve months and twenty-four months after the
       Effective Date, Hughes shall submit an affidavit or declaration under
       penalty of perjury, signed and dated by an authorized officer of
       Hughes with personal knowledge of the representations therein,
       verifying that Hughes has complied with the terms of this Consent
       Decree. The declaration shall be submitted to the Chief,
       Investigations and Hearings Division, Enforcement Bureau, Federal
       Communications Commission, 445 12th Street, S.W., Washington, D.C.
       20554. The declaration or affidavit must comply with section 1.16 of
       the Commission's rules, 47 C.F.R. S: 1.16, and be substantially in the
       form set forth therein.

    e. Termination. Hughes's obligations under this Paragraph shall expire
       twenty-four (24) months after the Effective Date.

   12. Voluntary Contribution. Hughes agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of twelve
       thousand dollars ($12,000.00). The payment will be made within 30 days
       after the Effective Date of the Adopting Order. The  payment must be
       made by check or similar instrument, payable to the Order of the
       Federal Communications Commission. The payment must include the
       Account Number and FRN Number referenced in the caption to the
       Adopting Order. Payment by check or money order may be mailed to the
       Federal Communications Commission, P.O. Box 979088, St. Louis, MO
       63197-9000. Payment by overnight mail may be sent to U.S. Bank -
       Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St.
       Louis, MO 63101. Payment by wire transfer may be made to ABA Number
       021030004, receiving bank Federal Reserve Bank of New York, and
       account number 27000001. Hughes will also send electronic notification
       within forty-eight (48) hours of the date said payment is made to
       michele.berlove@fcc.gov.

   13. Waivers. Hughes waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Order adopting this Consent Decree, provided the Commission
       issues an Order adopting the Consent Decree without change, addition,
       modification, or deletion. Hughes shall retain the right to challenge
       Commission interpretation of the Consent Decree or any terms contained
       herein. If either Party (or the United States on behalf of the
       Commission) brings a judicial action to enforce the terms of the
       Adopting Order, neither Hughes nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and Hughes shall
       waive any statutory right to a trial de novo. Hughes hereby agrees to
       waive any claims it may otherwise have under the Equal Access to
       Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et seq., relating
       to the matters addressed in this Consent Decree.

   14. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent rule or Order adopted
       by the Commission (except an Order specifically intended to revise the
       terms of this Consent Decree to which Hughes does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   15. Successors and Assigns. Hughes agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   16. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders.

   17. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   18. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   19. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   20. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.


     ________________________________      ________________________________  
                                                                             
     Hillary S. DeNigro                    Dean A. Manson                    
                                                                             
     Chief                                 Senior V.P., General Counsel &    
                                           Secretary                         
     Investigations and Hearings                                             
     Division, Enforcement Bureau          Hughes Communications, Inc.       
                                                                             
     ________________________________      ________________________________  
                                                                             
     Date                                  Date                              


   47 U.S.C. S: 310(d).

   47 C.F.R. S: 25.119.

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   47 U.S.C. S: 310(d).

   47 C.F.R. S: 25.119.

   See Letter from Trent B. Harkrader, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, FCC, to Stephen D. Baruch,
   Leventhal Senter & Lerman PLLC, dated November 19, 2008 ("LOI").

   47 U.S.C. S: 310(d).

   47 C.F.R. S: 25.119.

   47 U.S.C. S: 310(d).

   47 C.F.R. S: 25.119(d).

   See 47 U.S.C. S: 310(d).

   Actions Taken, Public Notice, 23 FCC Rcd 9337 (2008).

   Satellite Communications Services Re: Actions Taken, Public Notice, 2008
   WL 2444752, Report No. SES-01043 (June 18, 2008).

   See File Nos. 0028-EX-TC-2007 (Call Sign WD2XFP), 0030-EX-TC-2007 (Call
   Sign WE2XEW), and 0031-EX-TC-2007 (Call Sign WD2XRV). The application for
   the fourth experimental radio service license (File No. 0029-EX-TC-2007,
   Call Sign WD2XJU) was dismissed without prejudice following the surrender
   of the license in May 2008.

   See November 19, 2008  LOI.

   See Letter from Stephen D. Baruch and David S. Keir, Leventhal Senter &
   Lerman PLLC, to Gerald Chakerian, Attorney Advisor, Investigations and
   Hearings Division, Enforcement Bureau, FCC, dated December 9, 2008.

   Federal Communications Commission DA 09-693

                                       6

   Federal Communications Commission DA 09-693

   Federal Communications Commission DA 09-693

   Federal Communications Commission DA 09-693