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

Exhibit 4.15

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.

SEVENTEENTH AMENDMENT TO
AGREEMENT 319-I

THIS SEVENTEENTH AMENDMENT TO AGREEMENT NUMBER 319-I IS ENTERED INTO THIS 1^st DAY OF OCTOBER, 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, through theCLIENT, executed the agreement number 319-I, hereinafter the “Agreement”;

WHEREAS, on May 16, 2000,SATMEXandHUGHES ELECTRONICS CORPORATION, through theCLIENTexecuted 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, through theCLIENTexecuted 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, through theCLIENTexecuted a “Third Amendment” to the Agreement, in whichHUGHES’sobligation to take the (***) transponders changed from (***) to (***);

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

WHEREAS, on January 1, 2002,SATMEXandHUGHES ELECTRONICS CORPORATION, through theCLIENTexecuted 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 CORPORATIONthrough theCLIENTexecuted a “Seventh Amendment” to the Agreement in which, among others, theCLIENTincreased (***);

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

WHEREAS, on September 7, 2004,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough theCLIENT executed a “Ninth Amendment” to the Agreement in which, among others, theCLIENTincrease (***) MHz in Satmex 5 satellite, transponder (***);

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 “(***)”;

CONFIDENTIAL

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 CORPORATIONthrough theCLIENTexecuted a “Tenth Amendment” to the Agreement in which, among others, theCLIENT(***), to result on a total capacity of (***), applying this capacity of (***) MHz toCLIENT’SBottom of Social Cover Program (“FONCOS”);

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

WHEREAS, on February 1, 2006,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough theCLIENTexecuted 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 (***) commitment terms; and

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

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

WHEREAS, on February 1^st,2009,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough theCLIENTexecuted a “Fifteenth Amendment” to the Agreement in which, the Parties agreed to (***); to result a (***).

WHEREAS, on July 1^st,2009,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough theCLIENT executed a “Sixteenth Amendment” to the Agreement in which, the Parties agreed to (***) in Satellite Satmex 5, (***) in order 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, theCLIENTandSATMEXagree to extend the term of the capacity (***) from (***) in accordance with the following tables

a)CAPACITY COMMITMENTfor SATMEX 5 satellite:


			Bandwidth
Satellite	Band	Txdrs	MHz	Period

SATMEX 5	(***)	(***)	(***)	(***)

CONFIDENTIAL

b)CAPACITY COMMITMENTfor SATMEX 6 satellite:


			Bandwidth
Satellite	Band	Txdrs	MHz	Period

SATMEX 6	(***)	(***)	(***)	(***)

Also, in accordance with theSecond Clauseof this Amendment,SATMEXacknowledges that on (***), theCLIENTwill (***) of SATMEX 6 satellite.

c) The fixed capacity remains with no change as follows:


				Bandwidth
Satellite	Band	Region	Txdrs	MHz	Period

SATMEX 5	(***)	(***)	(***)	(***)	(***)

From (***), all the SATMEX 5 transponders currently (***) will be part of theCAPACITY COMMITMENT.

Note:SATMEXwill not unreasonably refuseCLIENT’srequest to change the assigned fixed transponder to another fixed transponder from time to time. The intent of the Parties pursuant this Clause is thatCLIENTis committing to a full (***) month term for (***) transponders, but the actual assigned transponders may shift during the term hereof.

SECOND.Regarding the satellite capacity referenced inFirst Clauseabove, theCLIENTagrees to aCAPACITY COMMITMENTin SATMEX 5 and SATMEX 6 satellites, of (***)TRANSPONDER/MONTHdefined as the use of a (***) equivalent transponder during a full calendar month period. This Transponder/Month commitment shall commence on the Execution Date of this Amendment. TheCLIENTagrees to fulfill thisCAPACITY COMMITMENTin a period no longer than (***) (MAXIMUM USAGE TERM). TheCLIENTagrees to paySATMEXfor the provisioning of such service, the price established in theThird Clauseof this Seventeenth Amendment and to perform its other obligations hereunder.

The Service provided under the Contract shall be provided during theMAXIMUM USAGE TERMas an international service of signal conduction via satellite through the Mexican Satellite System, meeting the “Performance Parameters” (as set forth in Exhibit A of the Agreement), as a Non-Preemptible service, in the (***), and in the (***).

The Space Segment Capacity initially shall consist of s(***) on SATMEX 5 and SATMEX 6 satellites, of (***) each (theBASIC CAPACITY).

TheCLIENTshall have the option to decrease theBASIC CAPACITY. Should theCLIENTwish to decrease theBASIC CAPACITYsuch reduction shall not exceed (***), and such reductions will be made in (***), for which a (***) previous written notice shall be sent toSATMEX. In the event of a reduction, theCLIENTwill vacate transponders with switchable capabilities first with the understanding that theCLIENTwill continue having the right to maintain one transponder with such capabilities on SATMEX 5 satellite.

CONFIDENTIAL

The Parties agree that theCLIENTmay decrease the capacity on SATMEX 5 satellite by (***) in the (***).

Subject to the conditions regardingCLIENT’s right to reduce theCAPACITY COMMITMENTas specified in the Fifth Clause below, theCLIENTwill not be able to decrease theBASIC CAPACITY if the resultant capacity after the decrease does not assure the fulfillment of the obligation of theCAPACITY COMMITMENT, during the remainder of theMAXIMUM USAGE TERMas defined on the first paragraph of this Clause.

SATMEXshall have the option to (***).SATMEXagrees that such request will be made subject to mutual agreement.

TheCLIENTonly may use the Service for its own use; or as a component of another product or service for its own use or sale to its own customers. TheCLIENTmay not otherwise distribute or resell any service without the express written consent fromSATMEX.

THIRD.Both Parties agree that pricing for SATMEX 5 and SATMEX 6 satellites transponders will be defined in accordance with the total capacity usage on both, in accordance with the following table:


Occupancy	Txdrs	USD/Txdr
(***)	(***)	(***)
(***)	(***)	(***)

In the event that the occupancy of (***), the price (***) will only apply to SATMEX 6 Transponders.

SATMEXhereby represents and warrants that, to the best of its knowledge and belief, there (***) and providing services in compliance with the requirements of the Agreement (including without limitation, the performance specifications set forth inExhibit Ato the Agreement), for a period ending no earlier than (***).

TheCLIENTagrees that it should paySATMEXfor the SATMEX 5 and SATMEX 6 satellite Services the minimum total amount of (***).

SATMEXhereby agrees that, by a date no later than (***), it will provide certificate that: (a) (***), (b) (***). This certificate shall also state, that (***).+

At (***),SATMEXwill provide a certification to theCLIENTthat, (***).SATMEXwill provide publicly available information and/or reports to verify (***). It is understood thatSATMEXwill not have any obligation to provide any information protected (***) to theCLIENT.

In the event thatSATMEXis unable to either: (i) provide theCLIENTwith the certification (***), as described above (***), or (ii) provide theCLIENTwith the certification by (***),SATMEXwill (***) theCLIENTwith (***). This (***) will be applied at (***). This (***) during this period.

FOURTH.The term of this Seventeenth Amendment shall commence from the Execution Date and shall terminate when theCLIENTfulfills itsCAPACITY COMMITTMENTin accordance with the terms and conditions set forth in this Seventeenth Amendment.

CONFIDENTIAL

If theCLIENTwishes to (***) a Service with (***) or more, beyond its termination date, in order to reserve the corresponding satellite capacity, it should provide written notice toSATMEXno later than (***) prior to the Service termination date. UponSATMEXreceipt of the notice as required above,SATMEXwill negotiate in good faith the terms and conditions, including price, for a new or extended Service. If theCLIENTfails to give notice in accordance to this paragraph, or agreement on the new Service is not reached by (***) before the applicable Service termination date,SATMEXwill be free to enter into arrangements to assign such satellite capacity to any third party after the termination date.

FIFTH.TheCLIENTrecognizes and agrees that the Agreement and its Amendments are non-cancellable.

TheCLIENThas the right to terminate this Amendment prior to the fulfillment of the obligation of theCAPACITY COMMITMENTif:

a) It notifiesSATMEXwith written notice, (***), and;

b) TheCLIENTpaysSATMEX, in one single payment and before the proposed termination date, the remaining amount to fulfill the obligation of theCAPACITY COMMITMENT.

Consequently, the whole Amendment, including the “Project FONCOS’s” (***) defined on the Tenth Amendment will be automatically terminated.

TheCLIENThas the option to(***) ofTRANSPONDER/MONTHcommitment without further liability for any of the Parties (***), in the event that (a)SATMEXdoes not provide either of the certifications described in the Third Clause above, or (b) notwithstanding thatSATMEXhas provided the applicable certifications described above, circumstances arise such that SATMEX 5 will reach its end of life prior to the date that any replacement for SATMEX 5 becaome operational. This (***) will be in respect of the portion of the remainingTRANSPONDER/MONTH commitment which, as indicated by theCLIENT, is allocable to SATMEX 5 satellite.

SIXTH.All notices to be provided under this Amendment and the Agreement 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 e-mail; or (iv) by an electronic mean with acknowledgment of receipt, to the following addresses, fax numbers or e-mail addresses:


If to theCLIENT:		If toSATMEX:


HUGHES NETWORK SYSTEMS		SATÉLITES MEXICANOS, S.A. DE C.V.
(***)		(***)
(***)		(***)
(***)		(***)
Phone:	(***)	Phone:	(***)
Fax:	(***)	Fax:	(***)
E-mail:	(***)	E-Mail:	(***)
Attn.:	(***)	Attn:	(***)
	(***)		(***)


Billing Contact:		Billing Contact:


HUGHES NETWORK SYSTEMS		SATÉLITES MEXICANOS, S.A. DE C.V.
(***)		(***)
(***)		(***)
(***)		(***)
Phone:	(***)	Phone:	(***)
Fax:	(***)		(***)
E-mail:	(***)	Fax:	(***)
Attn.:	(***)	E-Mail:	(***)
	(***)		(***)
		Attn:	(***)
			(***)
			(***)

CONFIDENTIAL

TheCLIENTshall notifySATMEXin writing of any modification to the information provided above, within the following (***) of any modification.

SEVENTH.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.

EIGHTH.-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 Seventeenth Amendment is signed in counterparts, one copy remaining in possession of each Party, as of the Execution Date first written above.


FOR THECLIENT HUGHES NETWORK SYSTEMS		FORSATMEX SATÉLITES MEXICANOS, S.A. DE C.V.

/s/ PHILIP K. O’BRIEN		/s/ PATRICIO E. NORTHLAND

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

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

CONFIDENTIAL

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

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