Satelites Mexicanos Sa De CV 20-F 2006 FY Annual report (foreign)

EXHIBIT 4.11

FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [[***]].

THIRTEENTH AMENDMENT TO
AGREEMENT 319-I

ON THIS 15 DAY OF SEPTEMBER, 2006 (THE “EXECUTION DATE”), THIS THIRTEENTH AMENDMENT TO AGREEMENT NUMBER 319-I, IS ENTERED INTO BY AND BETWEENHUGHES NETWORK SYSTEMS, LLC, A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE; SUCCESSOR IN INTEREST TOHUGHES NETWORK SYSTEMS,A DIVISION OFHUGHES ELECTRONICS CORPORATION.WHICH SHALL HEREINAFTER BE NAMED“THE CLIENT”, REPRESENTED IN THIS ACT BY MR. PHILIP K. O’ BRIEN, IN HIS CAPACITY AS VICE-PRESIDENT, AND AS THE OTHER PARTY BYSATELITES MEXICANOS, S.A. DE C.V., WHICH SHALL HEREINAFTER BE NAMED“SATMEX”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF MEXICO, REPRESENTED BY MR. SERGIO MIGUEL ANGEL AUTREY MAZA, IN HIS STATUS AS CHIEF EXECUTIVE OFFICER (C.E.O.), PURSUANT TO THE FOLLOWING:

A N T E C E D E N T S

1.-	On January 20, 2000,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENT, executed the agreement number 319-I, hereinafter the “Agreement”.
2.-	On May 16, 2000,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTamended the Agreement, hereinafter the “First Amendment”, in order to substitute transponder [***] for [***].
3.-	On January 1, 2001,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTentered into a second amendment to the Agreement, hereinafter the “Second Amendment”, in whichHUGHES’sobligation to take the [***] and [***] transponders changed from [***].
4.-	On March 1, 2001,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTentered into a third amendment to the Agreement, hereinafter the “Third Amendment”, in whichHUGHES’s obligation to take the [***].
5.-	On May 20, 2001,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTentered into a fourth amendment to the Agreement, hereinafter the “Fourth Amendment”, in which the Parties agreed to substitute transponder [***].
6.-	On January 1, 2002,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTentered into a Fifth Amendment to the Agreement, in which the Parties [***] hereinafter the “Fifth Amendment”.
7.-	On February 3, 2003,SATMEXandHUGHES ELECTRONICS CORPORATIONentered into a sixth amendment to the Agreement in which the Parties agreed to [***], hereinafter the “Sixth Amendment”.
8.-	On March 24, 2003,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTentered into a seventh amendment to the Agreement in which, among others,THE CLIENT[***], hereinafter the “Seventh Amendment”.
9.-	On May 1, 2003,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTentered into an eighth amendment to the Agreement in which, among others,THE CLIENTexercised the [***] under the Second clause of the Seventh Amendment, hereinafter the “Eighth Amendment”.
10.-	On September 7, 2004,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted into a ninth amendment to the Agreement in which, among others,THE CLIENT[***] in Satmex 5 satellite, transponder [***], in band [***] hereinafter the “Ninth Amendment”.

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EXHIBIT 4.11

FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [[***]].

11.-	On December 1, 2005,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted into an tenth amendment to the Agreement in which, among others,THE CLIENT[***] will be applied toCLIENT’SBottom of Social Cover Program [***] hereinafter the “Tenth Amendment”.
12.-	On January 20, 2006, SATMEX andHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted into an eleventh amendment to the Agreement in which, among others,THE CLIENT[***] on Satmex 5 satellite for [***], hereinafter the “Eleventh Amendment”.
13.-	SATMEXandLoral Skynet (“Loral Skynet”) a division of Loral Spacecom Corpentered into an Agreement for [***] on Satmex 5, hereinafter the [***].
14.-	On September 7, 2005,SATMEXentered into a company’s reorganization under Mexican reorganization law called “Concurso Mercantil” according to sentence dictated by Judge Second of District in Civil Matter, in the Federal District. On August 4, 2006, this process ended successfully by the sentence dictated by Judge Second of District in Civil Matter, in the Federal District.
15.-	On February 1, 2006,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted into a Twelfth Amendment to the Agreement in whichTHE CLIENT[***] on Satmex 5 satellite [***]TRANSPONDER/MONTHin Satmex 5, hereinafter the “Twelfth Amendment”, related with thirteen Antecedent.
16.	On August 11, 2006,SATMEXentered into a company’s reorganization under Chapter Eleven law according to Bankruptcy Court for the Southern District of New York.

After effected the foregoing antecedents, the Parties agree to enter into this Thirteenth Amendment and bind themselves pursuant to the following:

C L A U S E S

FIRST.- SATMEX SERVICES

The Parties agree [***] transponders to the capacity contracted on the Twelfth Amendment, thereforeSATMEXwill provideTHE CLIENTtheSPACE SEGMENT CAPACITY(as defined below) service under the terms and conditions established herein and to perform its other obligations hereunder.THE CLIENTagrees to paySATMEXfor providing such service, the price established in Second clause herein (Rate of Service).

The service provided under this Thirteenth Amendment shall be provided as an international service of signal conduction via satellite, through the Mexican Satellite System, by means of [***] meeting thePERFORMANCE PARAMETERES(as set forth in Exhibit A of this Thirteenth Amendment), as a Non-Preemptible service, in the [***] band, of Satmex 6 satellite (THE SPACE CAPACITY).THE SPACE CAPACITYwill total [***] transponders of [***] eachTHE CLIENT will build upTHE SPACE CAPACITYutilization in segments of [***] transponder of [***] in accordance with the calendar below.

SATMEXandTHE CLIENTacknowledge that theTERMunder which theSPACE CAPACITYwill be provided will be of [***] of the [***] transponders segments under this Thirteenth Amendment.

STAR DATE	CAPACITY INCREMENT	END DATE
[***] [***] [***] [***] [***]	[***] transponder [***] transponder [***] transponder [***] transponder [***] transponder	[***] [***] [***] [***] [***]

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EXHIBIT 4.11

FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [[***]].

For the capacity starting [***],THE CLIENTmay delay theSTART DATE of THE SPACE CAPACITY by [***] weeks, only if it providesSATMEXwith written notification with at least [***] weeks prior to the establishedSTART DATE. In such case, theEND DATEfor that period will be adjusted so theTERMfor that segment will be set to [***] months.

THE CLIENTmay anticipateTHE SPACE CAPACITYprior to theSTART DATEestablished, subject to Availability. “Availability” means in respect of any transponder, that such transponder is not subject to a binding agreement betweenSATMEXand a third party for its lease, sale or use and its use byTHE CLIENThereunder is not otherwise restricted by any law, rule or regulation applicable toSATMEX.

In addition to the [***] transponders ofTHE SPACE CAPACITY, THE CLIENTwill have the right to increase [***] transponders subject to “Availability”, for whichSATMEX,will notify the availability of this capacity toTHE CLIENT, no later than [***]. TheTERMfor these additional [***] transponders will be of [***] fromSTART DATEof [***] and anEND DATEof [***].

SECOND.- RATE OF SERVICE

The monthly rate per transponder is defined by theRATE CARDtable established on THIRD clause of the TWELFTH AMMENDMENT that applies for capacity on Satmex 5 and Satmex 6 Satellites. The price will be given by the accumulated capacity on both satellites.

SATMEXwill apply [***] on theRATE OF SERVICEfor [***] ofTHE TERMof each segment ofTHE SPACE CAPACITYcommitted in this Thirteenth Amendment.This [***] will apply [***] for each segment ofSPACE CAPACITY.

THE CLIENTwill have the right to [***] on Satmex 6, from [***] to [***]. This [***] should be the same thatTHE CLIENTwill commence using on [***].

THE CLIENTagrees that it should paySATMEXfor theSPACE SEGMENT CAPACITYof [***] transponders in Satmex 6 the minimum total amount of [***]. This amount could be higher according to theRATE CARD,and if there is a change in any of theSTART DATESof theSPACE SEGMENT CAPACITY.In addition, ifTHE CLIENTincreases the [***] transponders mentioned in the last paragraph of the First clauseSATMEX SERVICES, the minimum total amount will be increased by at least [***].

THIRD.- [***]

The term “CPI” shall mean the percentage increase (if any) in the Customer Price Index-U.S. City Average (all items), as published by the Department of Labor, Bureau of Labor Statistics.

FOURTH- [***]

FIFTH.- NOTICES

All notices to be provided under this Amendment shall be in writing and shall be delivered either (i) personally with the corresponding acknowledgment of receipt; (ii) by registered mail with acknowledgment of receipt; (iii) by an electronic fax transmission with confirmation via email; or (iii) by any electronic mean with acknowledgement of receipt, to the following addresses, fax numbers or e-mail addresses:

If toTHE CLIENT:

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EXHIBIT 4.11

FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [[***]].

HUGHES NETWORK SYSTEMS, INC.
11717 Exploration Lane.
Germantown MD 20876, USA
Phone:	+ (301) 428 7064
Fax:	+ (301) 548 1925
E-Mail:	kalinyak@hns.com
Attn:	Kenneth Kalinyak
	Senior Manager Satellite
Billing Contact:
HUGHES NETWORK SYSTEMS, INC.
11717 Exploration Lane.
Germantown MD 20876, USA
Phone:	+ (301) 212 7818
Fax:	+ (301) 428 1868
E-Mail:	zatloukal@hns.com
Attn:	David Zatloukal
Vice-President Operations
If toSATMEX:
Satélites Mexicanos, S.A. de C.V.
Rodolfo Gaona No. 86, Piso 4.
Colonia Lomas de Sotelo
C.P. 11200, México, Distrito Federal
Phone:	+ (52 55) 26 29 58 04
Fax:	+ (52 55) 26 29 58 92
E-Mail:	eric.perezgrovas@satmex.com
Attn:	Eric Pérez Grovas Aréchiga
	Sales Director
Billing Contact:
Satélites Mexicanos, S.A. de C.V.
Rodolfo Gaona No. 86, Piso 4
Colonia Lomas de Sotelo,
C.P. 11200, Miguel Hidalgo, Distrito Federal.
Phone:	+ (52) 55 2629-5800 Ext.717
	+ (52) 55 2629-5843
Fax:	+ (52) 55 2629-5890
E-Mail:	breal@satmex.com
	imata@satmex.com
Attn:	Blanca Real Herrera, o
	Ileana Mata Zúñiga
	Billing and Collection Manager
THE CLIENTshall notifySATMEXin writing of any modification to the information provided above, within the following five (5) days of any modification.

SIXTH.-The Parties agree that no modification is possible in this Thirteenth Amendment.

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EXHIBIT 4.11

FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [[***]].

SEVENTH.-For the application and interpretation of this Thirteenth Amendment, the Parties decide to apply the Arbitration established in article 33 of the general terms and conditions of the Agreement.

EIGHTH.-The Parties agree that except as specifically amended hereby the Agreement and all its amendments shall remain in full force and effect in accordance with its terms.

This Thirteenth Amendment along is signed in counterparts, one copy remaining in possession of each party, in Mexico City, as of the Execution Date first written above.

FORTHE CLIENT	FORSATMEX
/s/ PHILIP K. O ´BRIEN	/s/ SERGIO MIGUEL ANGEL AUTREY MAZA
PHILIP K. O ´BRIEN VICE PRESIDENT	SERGIO MIGUEL ANGEL AUTREY MAZA CHIEF EXECUTIVE OFFICER

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EXHIBIT 4.11

FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [[***]].

EXHIBIT — A

[***]

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