EX-4.11



 





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 BETWEEN HUGHES NETWORK SYSTEMS, LLC, A LIMITED LIABILITY
COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE; SUCCESSOR IN INTEREST TO
HUGHES NETWORK SYSTEMS, A DIVISION OF HUGHES 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 BY SATELITES 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, SATMEX and HUGHES ELECTRONICS CORPORATION, through THE CLIENT, executed
the agreement number 319-I, hereinafter the “Agreement”.
	 
	2.-	 	On May 16, 2000, SATMEX and HUGHES ELECTRONICS CORPORATION, through THE CLIENT amended the
Agreement, hereinafter the “First Amendment”, in order to substitute transponder [***] for
[***].
	 
	3.-	 	On January 1, 2001, SATMEX and HUGHES ELECTRONICS CORPORATION, through THE CLIENT entered
into a second amendment to the Agreement, hereinafter the “Second Amendment”, in which
HUGHES’s obligation to take the [***] and [***] transponders changed from [***].
	 
	4.-	 	On March 1, 2001, SATMEX and HUGHES ELECTRONICS CORPORATION, through THE CLIENT entered into
a third amendment to the Agreement, hereinafter the “Third Amendment”, in which HUGHES’s
obligation to take the [***].
	 
	5.-	 	On May 20, 2001, SATMEX and HUGHES ELECTRONICS CORPORATION, through THE CLIENT entered into a
fourth amendment to the Agreement, hereinafter the “Fourth Amendment”, in which the Parties
agreed to substitute transponder [***].
	 
	6.-	 	On January 1, 2002, SATMEX and HUGHES ELECTRONICS CORPORATION, through THE CLIENT entered
into a Fifth Amendment to the Agreement, in which the Parties [***] hereinafter the “Fifth
Amendment”.
	 
	7.-	 	On February 3, 2003, SATMEX and HUGHES ELECTRONICS CORPORATION entered into a sixth
amendment to the Agreement in which the Parties agreed to [***], hereinafter the “Sixth
Amendment”.
	 
	8.-	 	On March 24, 2003, SATMEX and HUGHES ELECTRONICS CORPORATION through THE CLIENT entered into
a seventh amendment to the Agreement in which, among others, THE CLIENT [***], hereinafter the
“Seventh Amendment”.
	 
	9.-	 	On May 1, 2003, SATMEX and HUGHES ELECTRONICS CORPORATION through THE CLIENT entered into an
eighth amendment to the Agreement in which, among others, THE CLIENT exercised the [***] under
the Second clause of the Seventh Amendment, hereinafter the “Eighth Amendment”.
	 
	10.-	 	On September 7, 2004, SATMEX and HUGHES ELECTRONICS CORPORATION through THE CLIENT executed
into a ninth amendment to the Agreement in which, among others, THE CLIENT [***] in Satmex 5
satellite, transponder [***], in band [***] hereinafter the “Ninth Amendment”.




1









 










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, SATMEX and HUGHES ELECTRONICS CORPORATION through THE CLIENT executed
into an tenth amendment to the Agreement in which, among others, THE CLIENT [***] will be
applied to CLIENT’S Bottom of Social Cover Program [***] hereinafter the “Tenth Amendment”.
	 
	12.-	 	On January 20, 2006, SATMEX and HUGHES ELECTRONICS CORPORATION through THE CLIENT executed
into an eleventh amendment to the Agreement in which, among others, THE CLIENT [***] on Satmex
5 satellite for [***], hereinafter the “Eleventh Amendment”.
	 
	13.-	 	SATMEX and Loral Skynet (“Loral Skynet”) a division of Loral Spacecom Corp entered into an
Agreement for [***] on Satmex 5, hereinafter the [***].
	 
	14.-	 	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. 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, SATMEX and HUGHES ELECTRONICS CORPORATION through THE CLIENT executed
into a Twelfth Amendment to the Agreement in which THE CLIENT [***] on Satmex 5 satellite
[***] TRANSPONDER/MONTH in Satmex 5, hereinafter the “Twelfth Amendment”, related with
thirteen Antecedent.
	 
	16.	 	On August 11, 2006, SATMEX entered 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,
therefore SATMEX will provide THE CLIENT the SPACE SEGMENT CAPACITY (as defined below)
service under the terms and conditions established herein and to perform its other
obligations hereunder. THE CLIENT agrees to pay SATMEX for 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 the PERFORMANCE 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 CAPACITY will total [***] transponders of [***] each THE CLIENT
will build up THE SPACE CAPACITY utilization in segments of [***] transponder of [***] in
accordance with the calendar below.




SATMEX and THE CLIENT acknowledge that the TERM under which the SPACE CAPACITY will be
provided will be of [***] of the [***] transponders segments under this Thirteenth
Amendment.



	 	 	 	 	 
	STAR DATE	 	CAPACITY INCREMENT	 	END DATE
	 
	[***]

[***]

[***]

[***]

[***]

	 	[***] transponder

[***] transponder

[***] transponder

[***] transponder

[***] transponder
	 	[***]

[***]

[***]

[***]

[***]






2









 





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 CLIENT may delay the START DATE of THE SPACE CAPACITY
by [***] weeks, only if it provides SATMEX with written notification with at least [***]
weeks prior to the established START DATE. In such case, the END DATE for that period will
be adjusted so the TERM for that segment will be set to [***] months.




THE CLIENT may anticipate THE SPACE CAPACITY prior to the START DATE established, subject to
Availability. “Availability” means in respect of any transponder, that such transponder is
not subject to a binding agreement between SATMEX and a third party for its lease, sale or
use and its use by THE CLIENT hereunder is not otherwise restricted by any law, rule or
regulation applicable to SATMEX.




In addition to the [***] transponders of THE SPACE CAPACITY, THE CLIENT will have the right
to increase [***] transponders subject to “Availability”, for which SATMEX, will notify the
availability of this capacity to THE CLIENT, no later than [***]. The TERM for these
additional [***] transponders will be of [***] from START DATE of [***] and an END DATE of
[***].



SECOND.- RATE OF SERVICE





The monthly rate per transponder is defined by the RATE CARD table 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.




SATMEX will apply [***] on the RATE OF SERVICE for [***] of THE TERM of each segment of THE
SPACE CAPACITY committed in this Thirteenth Amendment. This [***] will apply [***] for each
segment of SPACE CAPACITY.




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




THE CLIENT agrees that it should pay SATMEX for the SPACE SEGMENT CAPACITY of [***]
transponders in Satmex 6 the minimum total amount of [***]. This amount could be higher
according to the RATE CARD, and if there is a change in any of the START DATES of the SPACE
SEGMENT CAPACITY. In addition, if THE CLIENT increases the [***] transponders mentioned in
the last paragraph of the First clause SATMEX 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 to THE CLIENT:



3









 





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 to SATMEX:
	 
	 	 	 	 	 	 
	 	 	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 CLIENT shall notify SATMEX in 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.




4









 







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.




	 	 	 
	FOR THE CLIENT
	 	FOR SATMEX
	 	 	 
	/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






5









 





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




[***]





6