Exhibit 4.25
FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***].
NINETEENTH AMENDMENT TO
AGREEMENT 319-I
THIS NINETEENTH AMENDMENT TO AGREEMENT NUMBER 319-I IS ENTERED 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,SATMEX andHUGHES ELECTRONICS CORPORATION, through the CLIENT, executed the agreement number 319-I, hereinafter the “Agreement”;
WHEREAS, on May 16, 2000,SATMEX andHUGHES ELECTRONICS CORPORATION, through the 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,SATMEX andHUGHES ELECTRONICS CORPORATION, through the 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,SATMEX andHUGHES ELECTRONICS CORPORATION, through the CLIENTexecuted a “Third Amendment” to the Agreement, in whichHUGHES’sobligation to take the [***] transponders changed from [***] to [***];
WHEREAS, on May 20, 2001,SATMEX andHUGHES ELECTRONICS CORPORATION, through theCLIENTexecuted a “Fourth Amendment” to the Agreement, in which the Parties agreed to substitute transponder [***] for [***];
WHEREAS, on January 1, 2002,SATMEX andHUGHES 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, theCLIENT increased [***];
WHEREAS, on May 1, 2003,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough theCLIENTexecuted an “Eighth Amendment” to the Agreement in which, among others, theCLIENT exercised 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, the CLIENT increase [***] in Satmex 5 satellite, transponder [***];
WHEREAS, on June 14, 2005,SATMEX andLoral 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,SATMEX entered 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;
CONFIDENTIAL
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FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***].
WHEREAS, on December 1, 2005,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough the CLIENT executed a “Tenth Amendment” to the Agreement in which, among others, the CLIENT[***], to result on a total capacity of [***], applying this capacity of [***] toCLIENT’S Bottom of Social Cover Program (“FONCOS”);
WHEREAS, on January 20, 2006,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough the CLIENT executed an “Eleventh Amendment” to the Agreement in which, among others, the CLIENT restructured [***] on Satmex 5 satellite and extended the term from [***] through [***];
WHEREAS, on February 1, 2006,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough the CLIENT executed 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 the CLIENT 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 1st,2008,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough the CLIENT executed a “Fourteenth Amendment” to the Agreement in which, among others, the Parties agreed to [***].
WHEREAS, on February 1st,2009,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough the CLIENT executed a “Fifteenth Amendment” to the Agreement in which, the Parties agreed to [***]; to result a [***].
WHEREAS, on July 1st,2009,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough the CLIENT executed a “Sixteenth Amendment” to the Agreement in which, the Parties agreed to [***] in Satellite Satmex 5, [***] in order to result a [***].
WHEREAS, on October 1st,2009,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough the CLIENT executed a “Seventeenth Amendment” to the Agreement in which, the Parties agreed to [***] on Satmex 5 and Satmex 6 satellites.
WHEREAS, on July 1st,2010,SATMEXandHUGHES ELECTRONICS CORPORATIONthrough the CLIENT executed an “Eighteenth Amendment” to the Agreement in which, the Parties agreed to [***] of SATMEX 6 satellite starting on [***].
NOW THEREFORE, in consideration of the foregoing and mutual covenants contained in this Nineteenth Amendment, the Parties agree as follows:
A G R E E M E N T
FIRST.TheCLIENTandSATMEXaccept and recognize that since [***] the satellite capacity was [***] in Satmex 5 satellite, transponders [***] and in Satmex 6, transponders [***], in order to result a [***].
The Parties agree that this capacity [***] in accordance with the terms and conditions of the [***] as established in the Third Clause of the Fourteenth Amendment.
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FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***].
Therefore, the transponders related to the [***] were as follows:
| | a) | [***] for Satmex 5 satellite: |
| | | | | | | | |
Satellite | | Band | | Txdrs | | Bandwidth
MHz | | Period |
| | | | |
Satmex 5 | | [***] | | [***] | | [***] | | From [***], until [***] |
| | | [***] | | [***] | | From [***], until [***] |
| | | [***] | | [***] | | It was effective from [***] until [***] |
| | | [***] | | [***] | | From [***], until [***] |
| | b) | [***] for Satmex 6 satellite: |
| | | | | | | | |
Satellite | | Band | | Txdrs | | Bandwidth
MHz | | Period |
| | | |
Satmex 6 | | [***] | | [***] | | From [***] until [***] |
| | [***] | | [***] | | It was effective until [***] |
| | [***] | | [***] | | It was effective from [***] |
| | [***] | | [***] | | From [***], until [***]. |
| | [***] | | [***] | | It was effective from [***] until [***] |
| | c) | The [***] remained with no change as follows: |
| | | | | | | | | | |
Satellite | | Band | | Region | | Txdrs | | Bandwidth
MHz | | Period |
| | | | | |
Satmex 5 | | [***] | | [***] | | [***] | | [***] | | From [***] through [***] |
Since [***], Capacity on transponder [***] on SATMEX 5 satellite become part of the [***]
From [***], all the SATMEX 5 transponders currently on a [***] will be part of the [***].
Note:SATMEX will not unreasonably refuseCLIENT’s request to change the assigned fixed transponder to another fixed transponder from time to time. The intent of the Parties pursuant this Clause is thatCLIENT is committing to a full [***] month term for [***] transponders, but the actual assigned transponders may [***] during the term hereof.
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FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***].
SECOND.The Parties accept and recognize the modification to the [***] described on Second Clause of the Seventeenth Amendment; therefore, the [***] consisted of [***] transponders on SATMEX 5 and SATMEX 6 satellites, of 36 MHz each one.
THIRD.The term of this Nineteenth Amendment shall be [***] and shall terminate in accordance with the terms and conditions set forth in the Seventeenth Amendment.
FOURTH.All notices to be provided under the Amendments and/or the Agreement shall be in accordance with the terms and conditions set forth in the Seventeenth 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 Nineteenth Amendment is signed in counterparts, one copy remaining in possession of each Party.
| | | | |
FOR THE CLIENT HUGHES NETWORK SYSTEMS | | | | FOR SATMEX SATÉLITES MEXICANOS, S.A. DE C.V. |
| | |
/s/ Philip K. O’Brien | | | | /s/ Patricio E. Northland |
| PHILIP K. O’BRIEN | | | | PATRICIO E. NORTHLAND |
| VICE PRESIDENT | | | | GENERAL DIRECTOR |
| Date: | | | | Date: |
SIGNATURE PAGE OF THE NINETEENTH AMENDMENT TO AGREEMENT NUMBER 319-I EXECUTED BY AND BETWEEN HUGHES NETWORK SYSTEMS AND SATELITES MEXICANOS, S.A. DE C.V.
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