Satelites Mexicanos Sa De CV 20F 2009 Annual report | SEC Filing

Exhibit 4.14

FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [(***)]. COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

SIXTEENTH AMENDMENT TO
AGREEMENT 319-I

THIS SIXTEENTH AMENDMENT TO AGREEMENT NUMBER 319-I IS ENTERED INTO THIS 1^st DAY OF SEPTEMBER, 2009 (THE “EXECUTION DATE”), BY AND BETWEENHUGHES NETWORK SYSTEMS, LLC, A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE WHICH SHALL HEREINAFTER BE REFERED AS“THE CLIENT”, SUCCESSOR IN INTEREST TOHUGHES NETWORK SYSTEMS,A DIVISION OFHUGHES ELECTRONICS CORPORATION,AND AS THE OTHER PARTYSATELITES MEXICANOS, S.A. DE C.V., WHICH SHALL HEREINAFTER BE REFERED AS“SATMEX”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF MEXICO (TOGETHER REFERRED AS THE “PARTIES”) PURSUANT TO THE FOLLOWING:

W I T N E S S E T H

WHEREAS, on January 20, 2000,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENT, executed the agreement number 319-I, hereinafter the “Agreement”;

WHEREAS, on May 16, 2000,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTexecuted a “First Amendment” to the Agreement, in order to substitute transponder (***) for (***) and revise Exhibit C, Initial Loading Plan;

WHEREAS, on January 1, 2001,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTexecuted a “Second Amendment” to the Agreement, in whichHUGHES’sobligation to take the (***) transponders changed from (***) to (***) and its use term was reduced from (***) months to (***);

WHEREAS, on March 1, 2001,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTexecuted a “Third Amendment” to the Agreement, in whichHUGHES’sobligation to take the (***) and (***) transponders changed from (***) to May 20, (***);

WHEREAS, on May 20, 2001,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTexecuted a “Fourth Amendment” to the Agreement, in which the Parties agreed to substitute transponder (***);

WHEREAS, on January 1, 2002,SATMEXandHUGHES ELECTRONICS CORPORATION, throughTHE CLIENTexecuted a “Fifth Amendment” to the Agreement, in which the Parties increased the (***) additional transponders;

WHEREAS, on February 3, 2003,SATMEXandHUGHES ELECTRONICS CORPORATIONexecuted a “Sixth Amendment” to the Agreement in which the Parties agreed to (***);

WHEREAS, on March 24, 2003,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted a “Seventh Amendment” to the Agreement in which, among others,THE CLIENTincreased (***);

WHEREAS, on May 1, 2003,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted an “Eighth Amendment” to the Agreement in which, among others,THE CLIENTexercised the (***) increase option under the Second clause of the Seventh Amendment;

WHEREAS, on September 7, 2004,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENT executed a “Ninth Amendment” to the Agreement in which, among others,THE CLIENTincrease (***) in Satmex 5 satellite, transponder (***);

CONFIDENTIAL

WHEREAS, on June 14, 2005,SATMEXandLoral Skynet (“Loral Skynet”) a division of Loral Spacecom Corp.entered into an Agreement for the end of life lease of the (***) transponder on Satmex 5, hereinafter the “(***)”;

WHEREAS, 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 of Mexico;

WHEREAS, on December 1, 2005,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted a “Tenth Amendment” to the Agreement in which, among others,THE CLIENT(***), to result on a total capacity of (***), applying this capacity of (***) toCLIENT’SBottom of Social Cover Program (“FONCOS”);

WHEREAS, on January 20, 2006,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted an “Eleventh Amendment” to the Agreement in which, among others,THE CLIENTrestructured the (***) on Satmex 5 satellite and extended the term from (***);

WHEREAS, on February 1, 2006,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted a “Twelfth Amendment” to the Agreement in which, among others, the Parties agreed to (***) the term of the contracted capacity in Satmex 5 satellite, under certain (***); and

WHEREAS, on September 15, 2006,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENT executed a “Thirteenth Amendment” to the Agreement in which, among others, the Parties agreed to (***) on Satmex 6 satellite.

WHEREAS, on August 1^st,2008,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted a “Fourteenth Amendment” to the Agreement in which, among others, the Parties agreed to (***).

WHEREAS, on February 1^st,2009,SATMEXandHUGHES ELECTRONICS CORPORATIONthroughTHE CLIENTexecuted a “Fifteenth Amendment” to the Agreement in which, among others, the Parties agreed (***) of Sartmex 5 in amounts of (***); to result a (***).

NOW THEREFORE, in consideration of the foregoing and mutual covenants contained in this Fourteenth Amendment, the Parties agree as follows:

A G R E E M E N T

FIRST.-As of the Execution Date,THE CLIENTandSATMEXagree to decrease the satellite capacity (***) of Satmex 5, transponder (***), (***) Band, Region (***), in order to result a total (***).

The Parties agree that this capacity decrease is in accordance with the terms and conditions of theCAPACITY COMMITMENTestablished in the Third Clause of the Fourteenth Amendment.

CONFIDENTIAL

Furthermore, the Parties agreeTHE CLIENTwill use the total amount of (***) transponders, this amount includes the transponders for (***), which remains as agreed in the Fourteenth Amendment. Therefore, the transponders related to the fixed capacity andCAPACITY COMMITMENTare as follows:

a)Fixed Capacity:


				Bandwidth
Satellite	Band	Txdrs	Region	MHz	Period

Satmex 5	(***)	(***)	(***)	(***)	(***)

Note:SATMEXwill not unreasonably refuseTHE CLIENT’srequest to change the assigned fixed transponder to another fixed transponder from time to time. The intent of the Parties respecting this Clause is thatTHE CLIENTis committing until the end of the Period established on the above mentioned table, but the actual assigned transponders may shift during the Term hereof.

b)CAPACITY COMMITMENT:


Satellite	Band	Transponders	Region	Bandwith	Period
Satmex 5	(***)	(***)	(***)	(***)	(***)
		(***)		(***)	(***)
		(***)		(***)	(***)
		(***)		(***)	(***)
		(***)		(***)	(***)

Moreover, in accordance with the Third Clause of the Fourteenth Amendment, the Parties hereby agree (***) of Satmex 5 will be moved to (***) of Satmex 5.

SECOND-Both Parties agree that pricing for Satmex 5 and Satmex 6 satellite transponders will be defined in accordance with the total capacity usage on both satellites in accordance with the Third clause of the Twelfth Amendment:


Quantity	Monthly Rate	Monthly Rate
(Total # of 36 MHz equivalent	Per Transponder	Per MHz
Transponders used)	(U.S. Dollars)	(U.S. Dollars)
(***)	(***)	(***)
(***)	(***)	(***)
(***)	(***)	(***)

The Parties agree that Satmex 6 (***) as part ofTHE CLIENT’sobligation to fulfill theCAPACITY COMMITMENT.

THE CLIENTagrees that it should paySATMEXfor the Satmex 5 services (***).

IfTHE CLIENT(***) in Satmex 6 satellite, the option established in clause Third of the Thirteenth Amendment shall apply.

CONFIDENTIAL

THIRD.- THE CLIENTshall paySATMEXa monthly rate for the Space Segment Capacity Service calculated by applying theRATE CARDestablished in Second Clause of this Amendment.

FOURTH.-The term of this Sixteenth Amendment shall commence from the Execution Date and shall terminate whenTHE CLIENTfulfills itsCAPACITY COMMITTMENTon a period no longer than theTERM OF THE AMENDMENTestablished on the Fourteenth Amendment.

FIFTH.-This Amendment, the underlying commercial relationship between the Parties, and all collateral matters relating thereto, shall be governed by, and construed in accordance with Section 33 of the Agreement

SIXTH.-Except as specifically amended hereby, the terms and conditions of the Agreement and its past Amendments, shall remain in full force and effect in accordance with its terms.

This Sixteenth Amendment 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/ PATRICIO E. NORTHLAND

PHILIP K. O’BRIEN VICE PRESIDENT		PATRICIO E. NORTHLAND GENERAL DIRECTOR

SIGNATURE PAGE OF THE SIXTEENTH AMENDMENT TO AGREEMENT NUMBER 319-I EXECUTED BY AND BETWEEN HUGHES NETWORK SYSTEMS AND SATELITES MEXICANOS, S.A. DE C.V.

CONFIDENTIAL

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Satelites Mexicanos Sa De CV Inactive 20-F2009 FY Annual report (foreign)

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