EX-4.31



 Exhibit 4.31 
 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 (THE “COMMISSION”) SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO 

RULE 24B-2 UNDER 
 THE SECURITIES EXCHANGE ACT. 
 AMENDMENT NUMBER 2 

to the 
 CONTRACT

 Between 
 Satélites Mexicanos, S.A. de C. V. 
 And 

Space Systems/Loral, Inc. 
 For the 
 SATMEX 8 Satellite Program 

The attached Contract Amendment No. 2 and Information contained therein are confidential and proprietary to Satélites Mexicanos, S.A. de C.V.
and Space Systems/Loral, Inc. and shall not be published or disclosed to any third party except as permitted by the terms and conditions of the Contract, as amended. 
 SATMEX and SS/L Proprietary 







 EXECUTION VERSION 
 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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. 
 This CONTRACT AMENDMENT NO. 2 (“Amendment Number 2”) is entered into and effective as of the 16 day of January 2012 between Satélites Mexicanos, S.A. de C.V. (the
“Purchaser”) and Space Systems/Loral, Inc. (the “Contractor”), both Purchaser and Contractor are collectively referred to herein as the “Parties”. 

WHEREAS, the Parties have entered into a satellite contract effective April 1, 2010 for the Satmex 8 Satellite
Program and into its Amendment Number 1 effective as of February 24th, 2011 (collectively, the “Contract”), in which Amendment Number 1 updated Schedule 1 Milestone Payment Plan, updated Exhibit B Satellite Requirements to reflect some agreed upon changes, and
changed other terms and conditions of the Contract, and 
 WHEREAS, Purchaser has requested to add one spare ground encryption
unit to the existing ground equipment as contained in Ground Control Equipment Upgrades, Item Number 8 in Contract Articles 3.1 and 4.1 and as described in Exhibit F – Ground Control Equipment Upgrade Statement of Work, Section 9.3
Iztapalapa SCC Computer System Deliverables, and 
 WHEREAS, Contractor has offered to supply one spare ground
encryption unit by its letter proposal dated
March 1st, 2011 for the fixed price of (***) and
Purchaser has accepted such offer. 
 NOW, THEREFORE, in consideration of the price and other valid consideration and the mutual
covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows: 

 

	A.	Description of Changes to the Contract: 

  

	1.	Under Exhibit F – Ground Control Equipment Upgrade Statement of Work dated 3/19/2010, Section 9.3 Iztapalapa SCC Computer System Deliverables, delete “As
applicable, one Centurion Command Encryptor/Decryptor System, and one Terminal Server.” and insert “One Centurion Command Encryptor/Decryptor System, one Terminal Server, and one spare encryption unit.” 


 

	2.	 Under Schedule 1 – “Satmex 8 Milestone Payment Plan for Firm Fixed Price and Termination Liability Schedule” dated
February 9th, 2011, delete Schedule 1 in its entirety
and replace with the enclosed updated Schedule 1 “Satmex 8 Milestone Payment Plan for Firm Fixed Price and Termination Liability Schedule” dated November 7th, 2011. 



  
 SATMEX and
SS/L Proprietary 
 1 









 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  


	3.	Under Article 3 – DELIVERABLE ITEMS AND DELIVERY SCHEDULE, delete Paragraph 3.1 in its entirety and replace with the following: 


 

	 	3.1	Deliverable Items 


Subject to all other terms and conditions of this Contract, the items to be delivered under this Contract are specified in the table below
and the corresponding delivery schedules and locations are as follows: 
  

							
	 Item
	  	 Description
	  	 Delivery Schedule
	  	 Delivery Location

				
	1.	  	SATMEX 8 Satellite	  	EDC + 27 months (shipment to the Launch Site)	  	Contractor’s facility
				
	2.	  	Deliverable Data	  	Per CDRLs	  	Purchaser’s PMO
				
	3.	  	Training	  	Per Training Plans, Exhibits K and L	  	Per Training Plans Exhibits K and L
				
	4.	  	On-site Support	  	Per Training Plans, Exhibits A sec. 2.5.1.8, F secs. 6.2.1 and 8.1, and K sec. 1.5	  	Purchaser’s facilities in Iztapalapa, México City and Hermosillo, Sonora, México
				
	5.	  	In-plant Participation	  	Per Training Plans, Exhibits A, E and F	  	Contractor’s facility
				
	6.	  	Technical Support over the Mission Life	  	Throughout the SATMEX 8 Satellite operational life	  	Per SOW, Sec. 2.5.8
				
	7.	  	Two (2) Dynamic Satellite Simulators (DSSs)	  	 Interim software and hardware DSSs: Launch Date minus (***);

 
 DSSs Software update: at Launch Date minus (***);

 
 Final DSSs update: Launch Date minus (***); and

 
 DSS computer hardware and software update: (***) after Acceptance of the
Satellite.
	  	Per SOW
				
	8.	  	Ground Control Equipment upgrades	  	EDC plus (***)	  	Purchaser’s facilities in Iztapalapa, Mexico City and Hermosillo, Sonora, México per Exhibit F


  
 SATMEX and
SS/L Proprietary 
 2 









 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  


							
				
		  	One spare encryption unit	  	Effective date of Contract Amendment Number 2 + (***)	  	Purchaser’s facilities in Iztapalapa, Mexico City
				
	9.	  	Launch Support Services (For the selected Launch Vehicle)	  	Launch Campaign per Exhibit A sec. 2.5.6.2	  	Launch Site
				
	10.	  	Mission Operations Support Services	  	During orbit-raising and IOT phases per Exhibit A secs. 2.5.6.3 and 2.5.6.4	  	Contractor’s and Purchaser’s facilities

  

	4.	Under Article 4 – PRICE, delete Paragraph 4.1 in its entirety and replace with the following: 


 

	 	4.1	Firm Fixed Price 

 The price to be paid by Purchaser to Contractor for the Deliverable Items 1 through 10 set forth in Article 3.1 and Mission Operations Support Services, in each case, within the scope of work detailed in
the SOW, Orbital Performance Incentives and shipment of Deliverable Items, including shipping insurance and customs and duties associated with shipment of the Satellite to the designated Launch Site and all in accordance with the terms and
conditions of this Contract, as specified herein, shall be a firm fixed price of (***) (the “Firm Fixed Price”), which shall be paid in accordance with Schedule 1 hereto, entitled “SATMEX 8 Milestone Payment Plan for Firm Fixed
Price” dated November 7th, 2011. The Firm Fixed
Price includes the ATP Price paid by Purchaser to Contractor under the ATP, which shall be credited against the initial payment set forth in Schedule 1 hereto, but does not include the (***) interest cost calculated based on the Orbital Performance
Incentives amount as described in Article 13. The itemization of the Firm Fixed Price is as follows: 
  

							
	 Item
	  	 Description
	  	Amount	 
			
	 1.
	  	 SATMEX 8 Satellite
	  	 	(***	) 
			
	 2.
	  	 Deliverable Data
	  	 	NSP	  


  
 SATMEX and
SS/L Proprietary 
 3 









 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  


							
			
	 3.
	  	 Training
	  	 	NSP	  
			
	 4.
	  	 On-Site Support
	  	 	NSP	  
			
	 5.
	  	 In-Plant Participation
	  	 	NSP	  
			
	 6.
	  	 Technical Support over the Mission Life
	  	 	NSP	  
			
	 7.
	  	 Two (2) Dynamic Satellite Simulators (DSSs)
	  	 	(	***) 
			
	 8.
	  	 Ground Control Equipment Upgrades and one Spare Encryption Unit
	  	 	(	***) 
			
	 9.
	  	 Launch Support Services (launch base operations)
	  	 	(	***) 
			
	 10
	  	 Mission Operations Support Services
	  	 	NSP	  
			
		  	 Total Firm Fixed Price
	  	 	(	***) 

 The Firm Fixed Price includes all applicable taxes, duties and similar liabilities imposed by the United
States Government or any political subdivision thereof, in connection with Contractor’s performance under this Contract other than taxes imposed on Purchaser as a result of Purchaser accepting title, ownership or possession of any Deliverable
Items under this Contract. The Firm Fixed Price includes any applicable taxes, duties and similar liabilities imposed upon Contractor’s acquisition of items and services from subcontractors and suppliers in performance of its obligations
hereunder. 
  

	5.	Under Article 5 – PAYMENTS, delete Paragraph 5.4 in its entirety and replace with the following: 


 

	 	5.4	Invoices 

 Invoices
required to be delivered by Contractor hereunder shall be emailed or faxed to Purchaser and followed by original plus one (1) copy at the following address: 
 Satélites Mexicanos, S.A. de C.V. 
 (***) 

  
 SATMEX and
SS/L Proprietary 
 4 









 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  

 or to such other address as Purchaser may specify in writing to Contractor. A copy of
the invoice shall be sent to (***), phone (***), facsimile (***), email address: (***); and to (***), phone (***), facsimile (***), email address: (***). 
 The invoice shall contain the following mailing address: 
 (***) 

  
 SATMEX and
SS/L Proprietary 
 5 









 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  


	6.	Under Article 29 – NOTICES, delete Paragraph 29.1 in its entirety and replace with the following: 


 

	 	29.1	Written Notification 


Each notice or correspondence required or permitted to be given or made hereunder shall be in writing (except where oral notice is
specifically authorized) to the respective addresses, facsimile, e-mail and telephone numbers and to the attention of the individuals set forth below, and any such notice shall be deemed given on the earlier to occur of (i) actual receipt,
irrespective of whether sent by post, facsimile transmission (followed by mailing of the original copy), overnight courier, e-mail or other method, and (ii) seven (7) days after mailing by registered or certified mail, return receipt
requested, postage prepaid. 
 In the case of Purchaser: 

Satélites Mexicanos, S.A. de C.V.  
 (***) 
 With a separately delivered copy to: 

(***) 
 In the
case of Contractor: 
 Space Systems/Loral, Inc.  

(***) 
  

	B.	Status of Contract: Except as expressly amended, the Parties agree that the terms and conditions of the Contract remain in full force and effect.


  

	C.	Counterparts: This Amendment No. 2 may be executed in one or more counterparts, all of which taken together shall constitute this Amendment No. 2. A signed
copy of this Amendment No. 2 may be relied upon as an original. 

  

	D.	Integration: This Amendment No. 2, together with the Contract, represents the entire agreement between Purchaser and Contractor with respect to the purchase,
construction and delivery of the Satmex 8 Satellite, and supersedes all prior agreements, both oral and written between the Parties, with respect to the subject matter hereof. 


  
 SATMEX and
SS/L Proprietary 
 6 









 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  


	E.	As a result of this Amendment No. 2, the following pages are replaced in the Contract so that a conformed copy of the Contract may be maintained:


  

					
	 Delete Contract Page No.
	 	 Replace with Contract

Page No. (attached hereto)
	 	Description of Change
			
	 Schedule 1
	 	Schedule 1, Amendment 2 dated November 7th, 2011	 	See Item A2 above
			
	 13-14
	 	13-14	 	See Item A3 above
			
	 16-17
	 	16-17	 	See Item A4 above
			
	 21-22
	 	21-22	 	See Item A5 above
			
	 92
	 	92	 	See Item A6 above

 IN WITNESS WHEREOF, duly authorized representatives of the undersigned Parties have executed this Amendment
No. 2 as of the effective date above. 
  

									
	SPACE SYSTEMS/LORAL, INC.	 		 	SATÉLITES MEXICANOS S.A. DE C. V.
					
	By:	 	 /s/ R. A. Haley
	 		 	By:	 	 /s/ Patricio E. Northland

		 	R. A. Haley	 		 		 	Patricio Northland
		 	 Senior Vice President

Finance
	 		 		 	Chief Executive Officer


  
 SATMEX and
SS/L Proprietary 
 7 









 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  

 ARTICLE 3 – DELIVERABLE ITEMS AND DELIVERY SCHEDULE 

 

	3.1	Deliverable Items 


Subject to all other terms and conditions of this Contract, the items to be delivered under this Contract are specified in the table below
and the corresponding delivery schedules and locations are as follows: 
  

							
	 Item
	  	 Description
	  	 Delivery Schedule
	  	 Delivery Location

	1.	  	SATMEX 8 Satellite	  	EDC + 27 months (shipment to the Launch Site)	  	Contractor’s facility
				
	2.	  	Deliverable Data	  	Per CDRLs	  	Purchaser’s PMO
				
	3.	  	Training	  	Per Training Plans, Exhibits K and L	  	Per Training Plans Exhibits K and L
				
	4.	  	On-site Support	  	Per Training Plans, Exhibits A sec. 2.5.1.8, F secs. 6.2.1 and 8.1, and K sec. 1.5	  	Purchaser’s facilities in Iztapalapa, México City and Hermosillo, Sonora, México
				
	5.	  	In-plant Participation	  	Per Training Plans, Exhibits A, E and F	  	Contractor’s facility
				
	6.	  	Technical Support over the Mission Life	  	Throughout the SATMEX 8 Satellite operational life	  	Per SOW, Sec. 2.5.8
				
	7.	  	Two (2) Dynamic Satellite Simulators (DSSs)	  	 Interim software and hardware DSSs: Launch Date minus (***);

 
 DSSs Software update: at Launch Date minus (***);

 
 Final DSSs update: Launch Date minus (***) the Satellite.
	  	Per SOW


  

			
	 Use or disclose of the data contained on this page is subject to the restriction set forth in Article 26

 
 Satmex 8 Amendment 2
	  	














 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  


							
				
		  		  	DSS computer hardware and software update: (***) after Acceptance of the Satellite.	  	

 -13- 

  

			
	 Use or disclose of the data contained on this page is subject to the restriction set forth in Article 26

 
 Satmex 8 Amendment 2
	  	














 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  


							
				
	8.	  	Ground Control Equipment upgrades	  	EDC plus (***)	  	 Purchaser’s facilities in Iztapalapa, Mexico City and Hermosillo, Sonora, México per Exhibit F.

 
 Purchaser’s facilities in Iztapalapa, Mexico City

				
		  	One spare encryption unit	  	Effective Date of Contract Amendment Number 2 + (***)	  	
				
	9.	  	Launch Support Services (For the selected Launch Vehicle)	  	Launch Campaign per Exhibit A sec. 2.5.6.2	  	Launch Site
				
	10.	  	Mission Operations Support Services	  	During orbit-raising and IOT phases per Exhibit A secs. 2.5.6.3 and 2.5.6.4	  	Contractor’s and Purchaser’s facilities

  

	3.2	Delivery 

 Delivery of
each Deliverable Item, except the Satellite, shall occur upon Acceptance of such Deliverable Item in accordance with Article 11. In the case of the Satellite, Delivery shall occur upon shipment of the Satellite to the Launch Site after completion of
the SPSR pursuant to Article 9. Provided that Purchaser has made the Launch Site available for receipt of the Satellite, Contractor shall ship the Satellite to the Launch Site within twenty-seven (27) months from EDC. 

 

	3.3	Procurement of Launch Services 

 Purchaser shall be responsible for the procurement of Launch Services for the SATMEX 8 Satellite. Contractor shall provide engineering and other customary services to maintain compatibility of the
Satellite for Launch with the list of Candidate Launch Vehicles set forth in Exhibit B (as of EDC, Ariane 5, Proton M, Sea Launch and Atlas V). On or before (***) month prior to the Delivery date of the Satellite set forth in Article 3.1 (as such
date may be extended as provided under this Contract), Purchaser shall notify Contractor in writing of its final selection of a Launch Vehicle for the Launch of the Satellite from the list of Candidate Launch Vehicles, and shall use reasonable
commercial efforts to select a Launch Date compatible with Contractor’s then-currently scheduled 
 -14- 

  

			
	 Use or disclose of the data contained on this page is subject to the restriction set forth in Article 26

 
 Satmex 8 Amendment 2
	  	














 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  

 ARTICLE 4 – PRICE 

 

	4.1	Firm Fixed Price 

 The
price to be paid by Purchaser to Contractor for the Deliverable Items 1 through 10 set forth in Article 3.1 and Mission Operations Support Services, in each case, within the scope of work detailed in the SOW, Orbital Performance Incentives and
shipment of Deliverable Items, including shipping insurance and customs and duties associated with shipment of the Satellite to the designated Launch Site and all in accordance with the terms and conditions of this Contract, as specified herein,
shall be a firm fixed price of (***) (the “Firm Fixed Price”), which shall be paid in accordance with Schedule 1 hereto, entitled “SATMEX 8 Milestone Payment Plan for Firm Fixed Price”. The Firm Fixed Price includes the
ATP Price paid by Purchaser to Contractor under the ATP, which shall be credited against the initial payment set forth in Schedule 1 hereto, but does not include the (***) interest cost calculated based on the Orbital Performance Incentives amount
as described in Article 13. The itemization of the Firm Fixed Price is as follows: 
  

							
	 Item
	  	 Description
	  	Amount	 
			
	 1.
	  	 SATMEX 8 Satellite
	  	 	(***	) 
			
	 2.
	  	 Deliverable Data
	  	 	NSP	  
			
	 3.
	  	 Training
	  	 	NSP	  
			
	 4.
	  	 On-Site Support
	  	 	NSP	  
			
	 5.
	  	 In-Plant Participation
	  	 	NSP	  
			
	 6.
	  	 Technical Support over the Mission Life
	  	 	NSP	  
			
	 7.
	  	 Two (2) Dynamic Satellite Simulators (DSSs)
	  	 	(***	) 
			
	 8.
	  	 Ground Control Equipment Upgrades and one spare encryption unit
	  	 	(***	) 
			
	 9.
	  	 Launch Support Services (launch base operations)
	  	 	(***	) 
			
	 10
	  	 Mission Operations Support Services
	  	 	NSP	  
			
		  	 Total Firm Fixed Price
	  	 	(***	) 

 -16- 

  

			
	 Use or disclose of the data contained on this page is subject to the restriction set forth in Article 26

 
 Satmex 8 Amendment 2
	  	














 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  

 The Firm Fixed Price includes all applicable taxes, duties and similar liabilities
imposed by the United States Government or any political subdivision thereof, in connection with Contractor’s performance under this Contract other than taxes imposed on Purchaser as a result of Purchaser accepting title, ownership or
possession of any Deliverable Items under this Contract. The Firm Fixed Price includes any applicable taxes, duties and similar liabilities imposed upon Contractor’s acquisition of items and services from subcontractors and suppliers in
performance of its obligations hereunder. 
  

	4.2	Effect of Payment 


Payments made under this Contract shall neither relieve Contractor from the performance of any of its obligations under this Contract, nor
constitute a waiver of any of Purchaser’s rights and remedies hereunder. 
  

	4.3	Tax Responsibilities 

  

	 	4.3.1	Purchaser shall be responsible for all taxes, duties, fees, levies, business, property and sales taxes imposed after or in connection with the transfer of title of the
SATMEX 8 Satellite or other Deliverable Items to Purchaser, withholding or value added taxes, bonds, charges, contributions or any other fiscal burden related to the delivery, acceptance or use of Deliverable Items under this Contract, including but
not limited to all financial liabilities imposed by the Mexican Government. Purchaser shall not be liable for any taxes imposed on Contractor pursuant to Article 4.1 above. Notwithstanding the above, Contractor shall be responsible for any net U.S.
income taxes imposed on Contractor for its performance under this Contract. 

 -17- 

  

			
	 Use or disclose of the data contained on this page is subject to the restriction set forth in Article 26

 
 Satmex 8 Amendment 2
	  	














 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  

 (***) 
  

	5.3	Late Payment 

 In the
event that any payment to Contractor is not made when due hereunder, without prejudice to Contractor’s other rights and remedies under this Contract, at law or in equity, Purchaser shall pay Contractor interest at the rate of (***)% compounded
annually on the unpaid balance thereof from the date such payment is due hereunder until such time as payment is made. (***) 

-21- 

  

			
	 Use or disclose of the data contained on this page is subject to the restriction set forth in Article 26

 
 Satmex 8 Amendment 2
	  	














 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  


	5.4	Invoices 

 Invoices
required to be delivered by Contractor hereunder shall be emailed or faxed to Purchaser and followed by original plus one (1) copy at the following address: 
 Satélites Mexicanos, S.A. de C.V. 
 (***) 

or to such other address as Purchaser may specify in writing to Contractor. A copy of the invoice shall be sent to (***), phone (***),
facsimile (***), email address: (***); and (***), phone (***), facsimile (***), email address: (***). 
 The invoice shall
contain the following mailing address: 
 (***) 
  


	5.5	Payment Bank 

 All
payments made to Contractor hereunder shall be in U.S. currency and shall be made by electronic funds transfer to the following account: 
 SPACE SYSTEMS/LORAL, INC. 
 (***) 

or such other account or accounts as Contractor may specify in writing to Purchaser thirty (30) days before the corresponding payment
date. 
 -22- 

  

			
	 Use or disclose of the data contained on this page is subject to the restriction set forth in Article 26

 
 Satmex 8 Amendment 2
	  	














 EXECUTION VERSION 

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 COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.

  

 ARTICLE 29 – NOTICES 

 

	29.1	Written Notification 


Each notice or correspondence required or permitted to be given or made hereunder shall be in writing (except where oral notice is
specifically authorized) to the respective addresses, facsimile, e-mail and telephone numbers and to the attention of the individuals set forth below, and any such notice shall be deemed given on the earlier to occur of (i) actual receipt,
irrespective of whether sent by post, facsimile transmission (followed by mailing of the original copy), overnight courier, e-mail or other method, and (ii) seven (7) days after mailing by registered or certified mail, return receipt
requested, postage prepaid. 
 In the case of Purchaser: 

Satélites Mexicanos, S.A. de C.V. 
 (***) 
 With a separately delivered copy to: 

(***) 
 In the
case of Contractor: 
 Space Systems/Loral, Inc. 
 (***) 
 -92- 

  

			
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