Exhibit
10.1


 


EXECUTION VERSION


 


STOCK PURCHASE AGREEMENT


 


among


 


Deutsche Bank México, S.A., Institución de Banca Múltiple,
División Fiduciaria, 

solely and exclusively as trustee in the

Irrevocable Administration Trust Agreement No. F/589


 


and


 


Nacional Financiera, S.N.C., Institución de Banca de
Desarrollo, Dirección Fiduciaria,

solely and exclusively as trustee in the

Irrevocable Administration Trust Agreement No. 80501


 


as the Sellers,


 


Satélites Mexicanos, S.A. de
C.V.,


 


as the Company,


 


and


 


EchoStar Satellite Acquisition L.L.C.,


 


as Bidder


 


and


 


EchoStar Corporation,

for the purposes of Section 6.21 only,


 


as the Bidder Guarantor


 


Dated as of February 26, 2010


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Certain Defined Terms

  	
  2

  
	
  Section 1.2

  	
  Table of Definitions

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE II PURCHASE AND SALE

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Purchase and Sale of the
  Shares

  	
  17

  
	
  Section 2.2

  	
  Closing

  	
  18

  
	
  Section 2.3

  	
  Debt Offer

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE
  SELLERS

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Organization

  	
  20

  
	
  Section 3.2

  	
  Authority

  	
  20

  
	
  Section 3.3

  	
  No Conflict; Required
  Filings and Consents

  	
  20

  
	
  Section 3.4

  	
  Shares; Trust Beneficiary
  Rights

  	
  22

  
	
  Section 3.5

  	
  Litigation

  	
  22

  
	
  Section 3.6

  	
  Brokers

  	
  22

  
	
  Section 3.7

  	
  Information Supplied

  	
  22

  
	
  Section 3.8

  	
  Exclusivity of
  Representations and Warranties

  	
  23

  
	
  Section 3.9

  	
  Delegado
  Fiduciario (Fiduciary Delegate)

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Organization and
  Qualification

  	
  23

  
	
  Section 4.2

  	
  Authority

  	
  23

  
	
  Section 4.3

  	
  No Conflict; Required
  Filings and Consents

  	
  24

  
	
  Section 4.4

  	
  Capitalization

  	
  25

  
	
  Section 4.5

  	
  Equity Interests;
  Indebtedness

  	
  25

  
	
  Section 4.6

  	
  Financial Statements;
  Internal Controls; No Undisclosed Liabilities

  	
  26

  
	
  Section 4.7

  	
  Absence of Certain Changes
  or Events

  	
  27

  
	
  Section 4.8

  	
  Compliance with Law;
  Permits

  	
  27

  
	
  Section 4.9

  	
  Litigation

  	
  28

  
	
  Section 4.10

  	
  Employee Benefit Plans

  	
  28

  
	
  Section 4.11

  	
  Employment Matters; Labor Relations

  	
  29

  
	
  Section 4.12

  	
  Insurance

  	
  30

  
	
  Section 4.13

  	
  Real Property

  	
  30

  
	
  Section 4.14

  	
  Intellectual Property

  	
  31

  
	
  Section 4.15

  	
  Company Satellites

  	
  32

  
	
  Section 4.16

  	
  Taxes

  	
  33

  



 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


i

















 


TABLE OF CONTENTS

(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 4.17

  	
  Environmental Matters

  	
  35

  
	
  Section 4.18

  	
  Material Contracts

  	
  36

  
	
  Section 4.19

  	
  SEC Reports; Debt Offer
  Documents

  	
  37

  
	
  Section 4.20

  	
  Brokers

  	
  38

  
	
  Section 4.21

  	
  Affiliate Transactions

  	
  38

  
	
  Section 4.22

  	
  Books and Records

  	
  38

  
	
  Section 4.23

  	
  Exclusivity of
  Representations and Warranties

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE
  BUYERS

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Organization

  	
  39

  
	
  Section 5.2

  	
  Authority

  	
  39

  
	
  Section 5.3

  	
  Qualification

  	
  39

  
	
  Section 5.4

  	
  No Conflict; Required
  Filings and Consents

  	
  40

  
	
  Section 5.5

  	
  Litigation

  	
  41

  
	
  Section 5.6

  	
  Financing

  	
  41

  
	
  Section 5.7

  	
  Brokers

  	
  41

  
	
  Section 5.8

  	
  Investment Intent

  	
  41

  
	
  Section 5.9

  	
  Buyers’ Investigation and
  Reliance

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI COVENANTS

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Conduct of Business Prior
  to the Closing

  	
  42

  
	
  Section 6.2

  	
  Covenants Regarding
  Information

  	
  47

  
	
  Section 6.3

  	
  Books and Records

  	
  48

  
	
  Section 6.4

  	
  Financial Statements and
  Reports; Filings

  	
  49

  
	
  Section 6.5

  	
  Update of Disclosure Schedules

  	
  49

  
	
  Section 6.6

  	
  Notification of Certain
  Matters

  	
  49

  
	
  Section 6.7

  	
  Affiliate Transactions

  	
  50

  
	
  Section 6.8

  	
  Debt Offers

  	
  50

  
	
  Section 6.9

  	
  No Solicitation

  	
  50

  
	
  Section 6.10

  	
  Confidentiality

  	
  51

  
	
  Section 6.11

  	
  Consents and Filings;
  Further Assurances

  	
  52

  
	
  Section 6.12

  	
  Public Announcements

  	
  53

  
	
  Section 6.13

  	
  Employee Matters

  	
  53

  
	
  Section 6.14

  	
  Change of Control Payments

  	
  54

  
	
  Section 6.15

  	
  Directors’ and Officers’
  Insurance

  	
  54

  
	
  Section 6.16

  	
  Reports Concerning Company
  Satellites

  	
  54

  
	
  Section 6.17

  	
  Exclusivity

  	
  54

  
	
  Section 6.18

  	
  Mexican Income Tax

  	
  55

  
	
  Section 6.19

  	
  Information Supplied

  	
  55

  
	
  Section 6.20

  	
  Fulfillment of Conditions

  	
  56

  



 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


ii

















 


TABLE OF CONTENTS

(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 6.21

  	
  Bidder Guaranty

  	
  56

  
	
  Section 6.22

  	
  Third Party Expense
  Statements

  	
  56

  
	
  Section 6.23

  	
  Approved Bank

  	
  57

  
	
  Section 6.24

  	
  MXJV Partner

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII CONDITIONS TO CLOSING

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  General Conditions

  	
  57

  
	
  Section 7.2

  	
  Conditions to Obligations
  of the Sellers and the Company

  	
  59

  
	
  Section 7.3

  	
  Conditions to Obligations
  of the Buyers

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII TERMINATION

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Termination

  	
  62

  
	
  Section 8.2

  	
  Effect of Termination

  	
  66

  
	
  Section 8.3

  	
  Termination Fee

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX GENERAL PROVISIONS

  	
  68

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Nonsurvival of
  Representations, Warranties and Covenants

  	
  68

  
	
  Section 9.2

  	
  Fees and Expenses

  	
  68

  
	
  Section 9.3

  	
  Amendment and Modification

  	
  68

  
	
  Section 9.4

  	
  Waiver

  	
  69

  
	
  Section 9.5

  	
  Notices

  	
  69

  
	
  Section 9.6

  	
  Interpretation

  	
  71

  
	
  Section 9.7

  	
  Entire Agreement

  	
  71

  
	
  Section 9.8

  	
  No Third-Party
  Beneficiaries

  	
  72

  
	
  Section 9.9

  	
  Governing Law

  	
  72

  
	
  Section 9.10

  	
  Arbitration

  	
  72

  
	
  Section 9.11

  	
  U.S. Export Control Laws

  	
  73

  
	
  Section 9.12

  	
  Disclosure Generally

  	
  73

  
	
  Section 9.13

  	
  Personal Liability

  	
  73

  
	
  Section 9.14

  	
  Assignment; Successors

  	
  73

  
	
  Section 9.15

  	
  Currency

  	
  73

  
	
  Section 9.16

  	
  Severability

  	
  73

  
	
  Section 9.17

  	
  Counterparts

  	
  74

  
	
  Section 9.18

  	
  Facsimile Signature

  	
  74

  
	
  Section 9.19

  	
  Time of Essence

  	
  74

  
	
  Section 9.20

  	
  No Presumption Against
  Drafting Party

  	
  74

  



 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


iii

















 


TABLE OF CONTENTS

(Continued)


 


	
  Exhibit A

  	
   

  	
  Form of Joinder
  Agreement

  
	
  Exhibit B

  	
   

  	
  Form of the Third
  Supplemental Indenture and First Amendment of First Priority Documents

  
	
  Exhibit C

  	
   

  	
  Conditions of Lockup
  Agreement in Respect of First Priority Notes

  
	
  Exhibit D

  	
   

  	
  Conditions of Lockup
  Agreement in Respect of Second Priority Notes

  
	
  Exhibit E

  	
   

  	
  Form of the Third
  Supplemental Indenture and First Amendment of Second Priority Documents

  
	
  Exhibit F

  	
   

  	
  Form of Officer’s
  Certificate of the Buyers

  
	
  Exhibit G

  	
   

  	
  Form of Officer’s
  Certificate of the Company

  
	
  Exhibit H

  	
   

  	
  Form of Change of
  Control Payment Receipt

  
	
   

  	
   

  	
   

  
	
  Annex A

  	
   

  	
  Trust Documentation

  
	
  Annex B

  	
   

  	
  Capital Expenditures

  
	
  Annex C

  	
   

  	
  Bidder Public Disclosure

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1

  	
   

  	
  Illustration of Adjusted
  Working Capital Calculation

  



 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


iv






 












 


STOCK PURCHASE AGREEMENT


 


STOCK PURCHASE AGREEMENT (this “Agreement”),
dated as of February 26, 2010 (the “Execution Date”), among
Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria
(“DBM”), solely and exclusively as trustee in the Irrevocable
Administration Trust Agreement No. F/589 dated November 28, 2006, and
Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, Dirección
Fiduciaria (“FN”), solely and exclusively as trustee in the Irrevocable
Administration Trust Agreement No. 80501 dated November 28, 2006 (DBM
and FN, each, a “Seller”, and together, the “Sellers”), Satélites
Mexicanos, S.A. de C.V., a Sociedad Anónima
de Capital Variable (the “Company”), and EchoStar Satellite
Acquisition L.L.C., a limited liability company organized under the Laws of
Colorado (“Bidder”), and for the purposes of Section 6.21
only, EchoStar Corporation, a Nevada corporation (the “Bidder Guarantor”).


 


RECITALS


 


A.            The Sellers own 100% of the
issued and outstanding Shares (as defined below).


 


B.            Any sale of the Shares must
comply with the relevant ownership requirements and restrictions under
applicable Law (as defined below).


 


C.            Bidder desires to purchase
the Shares, but does not, as of the date of this Agreement, qualify under the
relevant ownership requirements and restrictions under applicable Law to
purchase the Shares.


 


D.            Bidder has entered into an
agreement with a joint venture partner (“MXJV Partner”) to form a joint
venture entity (“MXJV “) that meets all ownership requirements and
restrictions under applicable Law to acquire the Shares, including, without
limitation, the Ley General de Sociedades
Mercantiles (the General Law of Commercial Companies of Mexico), the
Ley de Inversión Extranjera (the
Foreign Investment Law of Mexico) and the Ley
Federal de Telecomunicaciones (the Federal Telecommunications Law of
Mexico).


 


E.             Company desires for the MXJV
to execute a joinder agreement to this Agreement in the form attached as Exhibit A hereto (the “Joinder
Agreement”).


 


F.             Upon execution of the
Joinder Agreement by MXJV, MXJV will join Bidder as a Buyer under this
Agreement.


 


G.            The Sellers wish to sell to
the Buyers, and the Buyers wish to purchase from the Sellers, the Shares.


 


H.            DBM executes the document
herein according to the letter of instruction dated February 22, 2010 received from the Technical Committee (as
defined below) according to and in full compliance with the provisions of the
DBM Trust (as defined below), including pursuant to Clause 6 and Clause 11 of
the DBM Trust.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 

















 


AGREEMENT


 


In
consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the parties agree as
follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1             Certain Defined Terms.  For purposes of this Agreement:


 


“Action”
means any claim, action, suit, arbitration, audit, investigation or proceeding
by or before any Governmental Authority (including any Tax Authority) or other
Person.


 


“Actual
Engineering and Operations Capital Expenditures” means aggregate
expenditures for the line items “Engineering and Operating” and “Enlaces
Integra, S. de R.L. de C.V.” (but not including amounts budgeted for the
Enlaces teleport) as described in Annex B
hereto; provided, that to the extent that the Company is able to
accomplish any operating or engineering task to which such budgeted expenditure
relates at a lower cost, as reasonably agreed by Bidder, the Company shall be
deemed to have expended the full budgeted amount for any such items.


 


“Adjusted
Current Assets” means the sum of (i) Accounts receivable — net, (ii) Due
from related parties, (iii) Inventories — net and (iv) Deferred
income taxes, each calculated in
accordance with GAAP on a basis consistent with the Financial Statements.


 


“Adjusted
Current Liabilities” means the sum of (i) Accounts payable and accrued
expenses and (ii) Income tax payable, each calculated in accordance with GAAP on a basis consistent with the Financial
Statements.


 


“Adjusted
Working Capital” means Adjusted Current Assets minus Adjusted Current
Liabilities, which for clarity shall be calculated as illustrated in Schedule 1.1 hereto.


 


“Affiliate”
means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such first Person.  Notwithstanding the preceding, for purposes
of this Agreement, DISH Network Corporation and its Subsidiaries shall not be
considered Affiliates of Bidder, MXJV or the Bidder Guarantor.


 


“Affiliated
Group” means an affiliated group of corporations within the meaning of Section 1504
of the Internal Revenue Code of 1986, as amended through the date hereof, and
Title II, Chapter VI of the Ley del Impuesto
Sobre la Renta (the Mexican Income Tax Law) or any similar provision
of state, local or foreign Law.


 


“Agent”
means the Bank of New York or any successor agent acting under such capacity in
accordance with and pursuant to the Agency Agreement (as such term is currently
defined in the DBM Trust).


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


2

















 


“Allocable
Share” means, as to each of (i) Bidder and (ii) the MXJV, the
percentage agreed to between them, provided, that the sum shall equal
100%.


 


“Approved
Equity Sale Price” means the minimum amount payable to the Sellers for the
sale of the Shares as calculated based upon the terms and conditions of the
Debt Offers as approved by the Requisite Series B Consent, taking into
consideration any conditions imposed by the approving Series B Directors
in connection with such approval.


 


“Available
Cash” means an amount equal to the aggregate amount of cash and cash
equivalents of the Company, on a consolidated basis, as of the close of
business on the Business Day preceding the Closing Date, including, without
limitation, Subsidiary Cash, (i) plus (A) any
amounts paid to a vendor in connection with the entry into or performance under
the Satellite Construction ATP and (B) any amounts paid to a vendor in
connection with the entry into or performance under the Satellite Construction
Agreement, each in accordance with Section 7.3(i); and (ii) minus (A) the amount of the Professional Services Fees,
(B) the amount of any insurance proceeds received by the Company or any of
its Subsidiaries between the date of the Balance Sheet and the Closing, (C) any
Satellite Termination Fees received by the Company and (D) the amount of
any proceeds received from the sale or lease of Solidaridad 2
prior to the Closing Date; provided, however, that an
amount equal to the sum of the amounts set forth on Schedule 4.11(d) of
the Disclosure Schedules, as may be updated prior to the Closing, that remain
unpaid as of the close of business on the Business Day preceding the Closing
Date shall not be included in Available Cash.


 


“Available
Satellite Operational Capability” means, ***


 


“Available
Transponder Operational Capacity” means ***


 


“Business
Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by Law to be closed in New York City, New York
or in the city of Mexico, Federal District, Mexico.


 


“Buyer”
means each of (i) Bidder and (ii) MXJV, upon execution of the Joinder
Agreement by MXJV, and references to the “Buyers” shall be to both such
parties.


 


“Cancelled
Shares” means the Series A shares and the Series B shares of the
Company held by the Sellers to be cancelled on or prior to the Closing as a
result of the Series N Share Conversion.


 


“Change of Control Transaction” means
any of the following:


 


(i)            the
acquisition of equity securities of the Company representing fifty percent
(50%) or more of the outstanding voting or economic interests in the Company’s
outstanding equity securities (without taking into account any equity held by
or on behalf of management) or a substantial portion of the assets of the
Company and its Subsidiaries, taken as a whole, by any Person or Group, other
than one or more Existing Non-Satellite Holders; for purposes of determining
the percentage interest acquired by a Group 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


3

















 


under this clause (i), no Existing
Non-Satellite Holder shall be deemed to be a member of such Group solely due to
its participation in the relevant transaction;  provided, however,
that an Existing Non-Satellite Holder shall be deemed to be a member of such
Group if such holder (A) has granted (or entered into an agreement or
arrangement granting) another person in the Group that is not an Existing
Non-Satellite Holder a right to vote or acquire its shares (or the economic
interest therein) or (B) otherwise provided such other person with rights
that would cause such person to gain “control” over the Company or the entity
established to acquire its equity or assets;


 


(ii)           the
acquisition of equity securities of the Company representing 75% or more of the
outstanding voting or economic interests in the Company’s outstanding equity
securities (without taking into account any equity held by or on behalf of
management), or of substantially all of the assets of the Company and its
Subsidiaries, taken as a whole, by any single Person that is an Existing Holder
(or by two or more Existing Holders that are Affiliates); or


 


(iii)          the
acquisition of equity securities of the Company representing, in the aggregate,
90% or more of the outstanding voting or economic interests in the Company’s
outstanding equity securities (without taking into account any equity held by
or on behalf of management), or of substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, by any two Existing Holders.


 


For purposes of this definition of “Change of Control Transaction”:  (i) all references to “equity
securities” (other than “outstanding equity securities”) shall include any
equity securities issuable upon conversion or exchange of any debt or other
securities convertible into or exchangeable for equity securities (including
warrants, options, or otherwise); (ii) all references to “equity
securities of the Company” shall include the equity securities of any
reorganized or other successor entity or entities resulting from any
transaction; and (iii) any entity newly organized to effect an Internal
Restructuring shall be disregarded, and the question of whether a Change of
Control has occurred shall be determined by measuring the beneficial ownership
of equity securities through such entity.


 


“Common
Stock” means the ordinary, nominative Class I and Class II
shares, no par value, of the Company, which Class I shares are divided
into Series A shares, Series B shares and Series N shares and
which Class II shares are divided into Series B shares and Series N
shares.


 


“Company
Satellite” means a satellite owned by the Company or any of its
Subsidiaries as of the date of this Agreement.


 


“Company
TAA” means each Technical Assistance Agreement relating to the Company
Satellites to which the Sellers or the Company are a party.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


4

















 


“Concessions”
means any and all of the concessions granted by a Mexican Governmental
Authority to the Company or any of its Subsidiaries, as in effect on the date
of this Agreement, including, without limitation, all orbital concessions and
all property concessions and all amendments, supplements, reinstatements,
renewals and replacements thereof in effect on the date of this Agreement.


 


“Contract”
means any agreement, contract, lease, license, arrangement or understanding.


 


“control”,
including the terms “controlled by” and “under common control with”,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management, policies, affairs or actions of a Person,
whether through the ownership of voting securities, as trustee, executor or
beneficiary, as general partner or managing member, by Contract or otherwise.


 


“Converted
Series N Shares” means the Series N shares of the Company issued
at or prior to the Closing as a result of the Series N Share Conversion.


 


“DBM
Trust” means the Irrevocable Administration Trust Agreement No. F/589
dated November 28, 2006, with DBM acting as trustee.


 


“DBM
Trust Beneficiaries” means the Federal Government of Mexico by means of an
accession instrument executed by Servicios Corporativos Satelitales, S.A. de
C.V., Loral Skynet Corporation or any successor thereof, Principia, S.A. de
C.V. or any successor thereof and The Bank of New York Mellon or any successor
thereof.


 


“DDTC”
means the United States Department of State Directorate of Defense Trade
Controls.


 


“Debt
Offer Documents” means all necessary and appropriate documentation in
connection with the Debt Offers, including an offer to purchase, related letter
of transmittal, related consent solicitation documents and all exhibits,
amendments or supplements thereto for the Debt Offers.


 


“Debt
Offers” means, collectively, the First Priority Debt Offer and the Second
Priority Debt Offer.


 


“Deliverable
Data” means all specifications, technical drawings and data, design data,
test data and test results and other similar data and documentation regarding
the Company Satellites provided to the Sellers, the Company or the Subsidiaries
of the Company by the manufacturers of the Company Satellites and any of such
manufacturers’ subcontractors, all operational and maintenance logs and similar
data for the Company Satellites generated or maintained by or for the Sellers,
the Company or the Subsidiaries of the Company, and all data regarding, to the
Company’s Knowledge: (i) any
anomalous event that could have an impact on performance or mission life of Satmex 6;  and (ii) any and all other anomalies
that are material, which have been identified on or experienced by any of the
Company Satellites, including without limitation, the results of any material
anomaly investigations.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


5

















 


“Encumbrance”
means any charge, claim, mortgage, usufructo,
lien, option, pledge, security interest, third party right, assignment, hypothecation
or encumbrance, or other agreement or arrangement that has the same or a
similar effect to the granting of security or of any similar right of any kind
(including any conditional sale or other title retention agreement), or any
other limitation of ownership (whether recorded or not before the applicable Registro Público de la Propiedad or Registro Público de Comercio) or restriction of any kind.


 


“Equity
Purchase Price” means Total Cash to be Made Available by the Buyers less (i) the Tender Price and less (ii) the Redemption Amount.


 


“Execution
Date” has the meaning set forth in the preamble.


 


“Existing Holders” means (A) Trusts’
Beneficiaries as of the Execution Date; (B) Noteholders; and (C) any
of their respective Affiliates.


 


“Existing Non-Satellite Holders” means (A) Trusts’
Beneficiaries as of the Execution Date that are not Satellite Operators; (B) Noteholders
that are not Satellite Operators; and (C) any of their respective
Affiliates that are not Satellite Operators.


 


“First
Priority Debt Offer” means (i) an offer under applicable securities
Laws of the United States to purchase for cash all of the outstanding First
Priority Notes and (ii) the related solicitations of consents to
amendments of the First Priority Documents as contemplated by the First
Priority Supplemental Indenture.


 


“First
Priority Documents” has the meaning set forth in the First Priority
Indenture.


 


“First
Priority Indenture” means the Indenture dated as of November 30, 2006,
by and among the Company, the First Priority Guarantors named therein and US
Bank National Association (as successor to HSBC Bank USA National Association),
as trustee, as amended, supplemented or otherwise modified from time to time.


 


“First
Priority Notes” means the First Priority Senior Secured Notes due 2011
issued by the Company pursuant to the First Priority Indenture.


 


“First
Priority Supplemental Indenture” means the
Third  Supplemental
Indenture and First  Amendment of
First Priority Documents to be entered into by and among the Company, the First
Priority Guarantors party thereto and US Bank National Association, as
successor to HSBC Bank USA National Association, as trustee and collateral
agent, which shall be substantially in the form of Exhibit B hereto, or as amended
from time to time, provided that Bidder shall have approved any such
amendment that materially and adversely affects the rights of the Company under
the First Priority Documents or impairs the ability of the Company to
consummate the transactions contemplated hereby; and further  provided
that (i) any change to the First Supplemental Indenture that further
amends Sections 3.1 (and related provisions of Article III), 3.2 (and
related provisions of Article III), 3.4 (and related provisions of Article III),
4.5, 4.10, 4.11, 4.15, 4.16, 4.17, 4.18, 4.19, 4.21, 4.22, 4.23, 4.26, 4.28,
4.29, 4.30, 4.35, 5.1 or 5.2 of the First Priority Indenture in any way, or
adds any obligations or restrictions to the First 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


6

















 


Priority
Indenture regarding the subject matter of such sections, shall be deemed to
materially and adversely affect the rights of the Company under the First
Priority Documents and (ii) notwithstanding clause (i) above, (A) the
amendment to the two-day minimum period for redemption notices in Sections 3.3(a) and
3.3(d) of the First Priority Indenture to reflect a notice period of any
length up to and including a period of 30 days (the original minimum notice
period) or (B) the deletion from the First Priority Supplemental Indenture
of any amendment of Section 4.33, shall be deemed not to materially and
adversely affect the rights of the Company under the First Priority Documents
or impair the ability of the Company to consummate the transactions
contemplated hereby.


 


“First
Quarter Cash” means an amount equal to the aggregate amount of cash and
cash equivalents of the Company, on a consolidated basis, as of March 31,
2010; (i) plus (A) any amounts paid to
a vendor in connection with the entry into or performance under the Satellite
Construction ATP and (B) any amounts paid to a vendor in connection with
the entry into or performance under the Satellite Construction Agreement; and (ii) minus (A) the amount of the
Professional Services Fees (determined based upon invoices of each of the
Persons listed on Schedule 6.22 submitted on the Business Day preceding March 31,
2010 setting forth (1) fees incurred for services rendered through the
close of business on the day two Business Days prior to March 31, 2010,
and (2) a reasonable estimate of the fees for all services to be rendered
through the Closing Date), (B) the amount of any insurance proceeds
received by the Company or any of its Subsidiaries between the date of the
Balance Sheet and March 31, 2010, (C) any Satellite Termination Fees
received by the Company and (D) the amount of any proceeds received from
the sale or lease of Solidaridad 2 prior
to March 31, 2010.


 


“FN
Trust” means the Irrevocable Administration Trust Agreement No. 80501
dated November 28, 2006, with FN acting as trustee.


 


“FN
Trust Beneficiaries” means the Federal Government of Mexico.


 


“GAAP”
means United States generally accepted accounting principles as in effect on
the date hereof.


 


“Governmental
Authority” means any Mexican, United States or other international,
national, federal, state, municipal or local governmental, regulatory or
administrative authority, agency or commission or any judicial or arbitral body
(including the ITU) or other entity exercising executive, legislative,
judicial, regulatory or administrative powers or functions of government.


 


“Group”
means any group (within the meaning of Rule 13d-1
under the Securities Exchange Act of 1934) of Persons.


 


“Indebtedness”
of any Person means all obligations of such Person (i) for borrowed money,
(ii) evidenced by notes, bonds, debentures or similar instruments, (iii) under
capital leases as determined in accordance with GAAP, (iv) for the
deferred purchase price of goods or services (other than trade payables or
accrued expenses in the ordinary course of business), or (v) in the nature
of guarantees of the obligations described in clauses (i) and (ii) above
of any other Person.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


7

















 


“Intellectual
Property” means (i) trade names, trademarks and service marks, domain
names, trade dress and similar rights, and applications to register any of the
foregoing, (ii) patents and patent applications, (iii) copyrights
(whether registered or unregistered) and applications for registration and (iv) confidential
and proprietary information, including, without limitation, trade secrets,
inventions, proprietary processes and formulae, proprietary industrial models,
processes, designs and methodologies, proprietary technical information,
proprietary manufacturing, engineering and technical drawings and proprietary
know-how.


 


“Internal Restructuring” means a
refinancing, recapitalization or restructuring transaction, including, but not
limited to, any transaction (i) in which debt securities are exchanged for
equity securities, (ii) involving the issuance of new debt or equity
securities (or new debt securities with equity securities or securities
convertible into equity securities) or (iii) involving the incurrence of
indebtedness.


 


“Interruption” means any period during
which a Transponder fails to meet the applicable Satellite Performance
Specifications and such circumstances preclude the use of the Transponder for
its intended purpose.


 


“ITAR”
means the United States International Traffic in Arms Regulations (22 C.F.R. §§
120-130).


 


“Knowledge”
with respect to the Company means the actual (but not constructive or imputed)
knowledge of the following persons: Patricio Ernesto Northland, Luis Fernando
Stein Velasco, Dionisio Manuel Tun Molina, Pablo Manzur Bernabeu, Leticia Soto
Walls, Clemente Cabello Alcerreca, Laureano Alejandro Camberos Chacón, Leonardo
Alvarado and John Compton as of the date of this Agreement (or, with respect to
a certificate delivered pursuant to this Agreement, as of the date of delivery
of such certificate) following a review of this Agreement and the Disclosure
Schedules.


 


“Law”
means any constitution, treaty, statute, law, ordinance, regulation, rule,
code, Mexican official norm, injunction, judgment, decree or order of any
Governmental Authority.


 


“Leased
Real Property” means the real property leased by the Company or any of its
Subsidiaries, in each case, as lessee, sublessee or assignee, together with, to
the extent leased by the Company or its Subsidiaries, all buildings and other
structures, facilities or Improvements located thereon and all easements,
licenses, rights, options and appurtenances of the Company or any of its
Subsidiaries relating to the foregoing.


 


“Lockup
Agreement” means an agreement by a holder of First Priority Notes or Second
Priority Notes to sell such notes to the Company for a specified minimum  price, under which the obligation of such
holder to sell such notes is subject only to the conditions set forth on Exhibit C hereto (in respect of First Priority Notes) or Exhibit D hereto (in respect of Second Priority Notes) or
other conditions reasonably acceptable to Bidder.


 


“Loral
Transponders” shall mean: (i) for Satmex 5, those
transponders nominally designated 15K, 21K and 23K (36 MHz /132 Watts
/Ku-band); and (ii) for Satmex 6, those



 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


8

















 


transponders
nominally designated 21C y 23C (36 MHz /47 Watts /C-band) and 16K and 18K (36
MHz /2x 125 Watts / Ku-band).


 


“Material
Adverse Effect” means (i) with respect to the Company, (A) any
event, circumstance, change, occurrence or effect that, individually or in the
aggregate, has caused or would reasonably be expected to cause a material
adverse effect on the business, financial condition or results of operations of
the Company and its Subsidiaries, taken as a whole, except to the extent any
such effect results from (1) general changes or developments in any of the
industries in which the Company or its Subsidiaries operate, (2) changes
in global, national or regional political conditions (including the outbreak of
war or acts of terrorism) or in general economic, business, regulatory,
political or market conditions or in national or global financial markets, (3) changes
in any applicable Laws or applicable accounting regulations or principles or
interpretations thereof, (4) the announcement or pendency of this
Agreement and the transactions contemplated hereby, including any termination
of, reduction in or similar negative impact on relationships, contractual or
otherwise, with any customers, suppliers, distributors, partners or employees
of the Company and its Subsidiaries due to the announcement and pendency of
this Agreement or the identity of the parties to this Agreement, or the
performance of this Agreement and the transactions contemplated hereby,
including compliance with the covenants set forth herein, (5) any action
taken by the Company, or which the Company causes to be taken by any of its
Subsidiaries, in each case that is required by this Agreement, (6) any
actions taken (or omitted to be taken) at the written request of the Buyers, (7) any
failure by the Company to meet any internal projections, forecasts or revenue
or earnings predictions (provided that any event, circumstance, change,
occurrence or effect underlying such failure shall be taken into account in
determining whether a Material Adverse Effect has occurred), (8) any loss
or failure of a Company Satellite  or
any subsystem thereon that is not of a level that would give the Buyers a
termination right under Section 8.1(f) hereof or as to which a
termination right has not been exercised by the Buyers within the time period
specified in that Section, or (9) any increase in the consideration
offered in the Debt Offers, extension of the expiration date of the Debt Offers
or other modification of the Debt Offers or the documents related thereto, provided
that, to the extent any event, change or development set forth in clauses (1), (2) or
(3) has a significantly disproportionate effect on the business, financial
condition, prospects or results of operations of the Company and its
Subsidiaries, taken as a whole, relative to other affected Persons in similar
lines of business as the Company and its Subsidiaries, such event shall be
deemed to be a Material Adverse Effect, or (B) any event, circumstance,
change, occurrence or effect that, individually or in the aggregate, could
reasonably be expected to prevent, materially delay or materially impede the
performance by the Company of its obligations under this Agreement or the
consummation of the transactions contemplated hereby; (ii) with respect to
either Buyer, any event, circumstance, change, occurrence or effect that,
individually or in the aggregate, could reasonably be expected to prevent,
materially delay or materially impede the performance by such Buyer of its
obligations under this Agreement or the consummation of the transactions
contemplated hereby; and (iii) with respect to either Seller, any event,
circumstance, change, occurrence or effect that, individually or in the
aggregate, could reasonably be expected to prevent, materially delay or
materially impede the performance by such Seller of its obligations under this
Agreement or the consummation of the transactions contemplated hereby.


 


“Mexican
Tax Laws” means the Federal Fiscal Code, the Income Tax Law, the 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


9

















 


Flat
Tax Law, the Value Added Tax, the Assets Tax Law, the Legal Requirements
relating to Tax of the state or municipality where real estate is located,
Import and Export Taxes Law, Customs Law, Excise Tax Law, Federal Fees Law and
their respective rules and regulations thereunder and any related or
subsequent legislative or administrative enactment thereof.


 


“Mexico”
means the United Mexican States.


 


“Minimum
Capital Expenditures” means 70% of the amounts budgeted for capital
expenditures on Annex B
hereto (excluding the Enlaces teleport).


 


“Minimum
Condition” means, with respect to any Debt Offer, the condition to the
Company’s obligation to consummate such Debt Offer that a specified minimum
principal amount of the First Priority Notes or Second Priority Notes, as
applicable, being offered to be purchased in such Debt Offer be tendered in such
Debt Offer and not withdrawn.


 


“Minimum
Engineering and Operations Capital Expenditures” means 100% of the amounts
budgeted on Annex B hereto for the line
items “Engineering and Operating” and “Enlaces Integra, S. de R.L. de C.V.”
(but not including amounts budgeted for the Enlaces teleport); provided,
however, that to the extent that the Company is able to accomplish any
operating or engineering task to which such budgeted expenditure relates at a
lower cost, as reasonably agreed by Bidder, the Company shall be deemed to have
expended the full budgeted amount for any such items.


 


“Noteholders”
means the holders, as of the Execution Date, of outstanding First Priority
Notes and/or Second Priority Notes.


 


“Partial
Loss” means that Available Satellite Operational Capability is (or it can
be reasonably determined based on available data that Available Satellite
Operational Capability will be prior to the expiration of the applicable
Remaining Mission Life) less than Stated Satellite Operational Capability, as a
result of one or more Transponder Failures or System Failures, where such
reduction in Available Satellite Operational Capability does not result in a
Total Loss.


 


“Permitted
Encumbrance” means (i) statutory liens for current Taxes not yet due
or the validity or amount of which is being contested in good faith by
appropriate proceedings and, in either case, for which adequate reserves have
been established, (ii) any statutory Encumbrance arising in the ordinary
course of business by operation of Applicable Law with respect to an obligation
or liability that is not yet due or delinquent (including Encumbrances or
surety bonds securing the performance of bids, government contracts,
Concessions, trade contracts, leases or statutory obligations), (iii) zoning,
entitlement, conservation restriction and other land use and environmental
regulations by any Governmental Authority, (iv) minor exceptions,
restrictions, easements, imperfections of title, charges, rights-of-way and
other Encumbrances that do not, individually or in the aggregate, materially
interfere with the present use, or materially detract from the value, of the
properties and assets of the Company and its Subsidiaries upon which such
Encumbrances exist and (v) Encumbrances under the First and Second Priority
Indentures.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


10






 












 


“Person”
means an individual, corporation, civil enterprise, variable capital
corporation, partnership, limited liability company, limited liability
partnership, business trust, joint stock company, syndicate, natural person,
joint venture, trust, association, organization or other entity, including any
Governmental Authority, and including any successor, by merger or otherwise, of
any of the foregoing.


 


“Professional
Services Fees” means  amounts due
from the Company to a third party that are accrued and unpaid upon the Closing
(including amounts due upon the Closing), and which will be paid in accordance
with Section 2.2(g), in respect of professional services rendered
in connection with this Agreement and the transactions contemplated hereby,
including, without limitation, attorneys’ fees and expenses, investment
bankers’ fees and expenses and accountants’ fees and expenses.


 


“Redemption
Amount” means the amount necessary, after giving effect to the consummation
of the Debt Offers, to secure agreement of the holders of the First Priority
Notes and Second Priority Notes to release all Encumbrances against the
Company, but in no event greater than (i) the difference between (A) the
aggregate principal amount of the First Priority Notes and the Second Priority
Notes outstanding immediately before the closing of the Debt Offers and (B) the
aggregate principal amount of the First Priority Notes and the Second Priority
Notes purchased in the Debt Offers, plus
(ii) any accrued and unpaid interest (plus Additional Amounts (as defined
in the First Priority Indenture and the Second Priority Indenture), if any) on
the aggregate principal amount of the First Priority Notes and the Second
Priority Notes remaining outstanding immediately after the closing of the Debt
Offers to the earliest date upon which redemption of such First Priority Notes
and Second Priority Notes may occur.


 


“Remaining
Mission Life” means the period starting on the Execution Date and ending: (i) with
respect to Satmex 5, October 14, 2012; or (ii) with
respect to Satmex 6, June 30, 2021.


 


“Representatives”
means, with respect to any Person, the officers, directors, employees, agents,
accountants, advisors, attorneys, bankers and other representatives of such
Person.


 


“Requisite
Bondholder Non-Disclosure Agreements” means the non-disclosure agreements
entered into by holders of the majority of the aggregate outstanding principal
amount of the Second Priority Notes.


 


“Requisite
Series B Consent” means the consent of at least two (2) Series B
Directors of the Company to certain actions or transactions contemplated by
this Agreement, as required by the estatutos sociales
(by-laws) of the Company.


 


“Return”
means any return, declaration, report, statement, information statement and
other document required to be filed with respect to Taxes, including any
schedule or attachment thereto, and including any amendments thereof.


 


“Revised
Neutral Share Approval” means the valid official communication issued in
favor of the Company between the date hereof and the Closing Date by the
applicable 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


11

















 


Governmental
Authority pursuant to Mexican applicable Laws which authorizes, or confirms its
previously authorization as to, the issuance by the Company of up to 90%
(ninety percent) of its capital stock in the form of inversión
neutra (neutral shares) in accordance with Mexico’s Ley de Inversión Extranjera (the Foreign Investment Law of Mexico)
and its regulations, as amended, and accordingly that the Series N Shares
representing the Company’s Common Stock on the Closing Date are not considered
for purposes of determining the percentage of direct foreign investment in the
Company.


 


“Satellite
Construction ATP” means an Authorization to Proceed Agreement, or other
similar contract, such as an engineering services proposal, with a Satellite
Vendor: (i) authorizing the Satellite Vendor to proceed with the
procurement of those components necessary to reduce schedule risk relating to
the completion of a *** satellite with at least *** transponders by the
Satellite Contract Delivery Date and providing the Company or any of its
Subsidiaries with specified engineering and development tasks for the first
60 days of the “Satmex 8 Satellite Program”; (ii) ***; (iii) stating
that both the Company or any of its Subsidiaries and the Satellite Vendor shall
promptly engage in good faith negotiations with respect to entry into the
Satellite Construction Agreement but that in no event shall the Company or any
of its Subsidiaries have any obligation to enter into the Satellite
Construction Agreement or any other definitive agreement with the Satellite
Vendor; (iv) stating that the Company’s or itsSubsidiary’s sole liability
under the Satellite Construction ATP shall be ***; and (v) stating that in
the event the Satellite Construction Agreement or any other definitive
agreement with the Satellite Vendor is entered into, all amounts due under such
agreement shall be offset by all amounts payable under the Satellite
Construction ATP.


 


“Satellite
Construction Agreement” means a definitive agreement with a Satellite
Vendor: (i) for the construction of a *** satellite with at least ***
transponders by the Satellite Contract Delivery Date; (ii) incorporating
the terms of the Satellite Construction ATP; and (iii) specifying the
liquidated damages that will apply in the event the satellite is not delivered
on or prior to the Satellite Contract Delivery Date.


 


“Satellite
Contract Delivery Date” means a contract completion date of no later than
***


 


“Satellite
Operator” means any of: (i) Intelsat Corporation, Intelsat Ltd.,
Eutelsat Communications, SES S.A, Telesat Canada, Skyterra Communications Inc.,
Inmarsat Group Ltd., Loral Space & Communications Inc., Lockheed
Martin or Boeing Co.; (ii) any other Person that derives 40% or more of its annual revenue from the sale or lease of
satellite capacity or the design or manufacture of satellites; (iii) any
other Person that is engaged primarily in the business of providing services
that compete directly with those of the Persons identified in clause (i), with
annual revenues of at least $40 million; and (iv) any Affiliate of any
Person identified in clause (i), (ii) or (iii), provided, that a
Person that owns voting securities of a Person identified in clause (i), (ii) or
(iii), but does not possess the power to direct or cause the direction of the
management or policies of such Person is
not a Satellite Operator for purposes hereof.


 


“Satellite
Performance Specifications” means the performance specifications for 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


12

















 


each
Company Satellite under their respective construction contracts.


 


“Satellite
Termination Fees” means any amounts due the Company pursuant to a third
party’s termination of such third party’s satellite capacity lease on Satmex 5.


 


“Satellite
Vendor” means any of Space Systems Loral, Inc., Lockheed Martin
Corporation, or Boeing Co.


 


“SEC
Documents” means the forms, reports, statements, certifications and other
documents (including all exhibits, amendments and supplements thereto) filed by
the Company with the U.S. Securities and Exchange Commission since December 31,
2007.


 


“Second
Priority Debt Offer” means (i) an offer under applicable securities
Laws of the United States to purchase for cash all of the outstanding Second
Priority Notes and (ii) the related solicitations of consents to
amendments of the Second Priority Documents as contemplated by the Second
Priority Supplemental Indenture.


 


“Second
Priority Documents” has the meaning set forth in the Second Priority
Indenture.


 


“Second
Priority Indenture” means the Indenture dated as of November 30, 2006,
by and among the Company, the Second Priority Guarantors named therein and
Wells Fargo Bank, National Association, as trustee, as amended, supplemented or
otherwise modified from time to time.


 


“Second
Priority Notes” means the Second Priority Senior Secured Notes due 2013
issued by the Company pursuant to the Second Priority Indenture.


 


“Second
Priority Supplemental Indenture” means the Third Supplemental Indenture and
First Amendment of Second Priority Documents to be entered into by and among
the Company, the Guarantors party thereto and Wells Fargo Bank, National
Association, as indenture trustee and principal paying agent, which shall be
substantially in the form of Exhibit E hereto, or as amended from
time to time, provided that Bidder shall have approved any such
amendment that materially and adversely affects the rights of the Company under
the Second Priority Documents or impairs the ability of the Company to
consummate the transactions contemplated hereby; and further  provided
that (i) any change to the Second Supplemental Indenture that further
amends Sections 3.1 (and related provisions of Article III), 3.2 (and
related provisions of Article III), 3.4 (and related provisions of Article III),
3.5 (and related provisions of Article III), 4.6, 4.10, 4.11, 4.12, 4.16,
4.13, 4.14, 4.18, 4.17, 4.24, 4.25, 6.1 or 6.2 of the Second Priority Indenture
in any way, or adds any obligations or restrictions to the Second Priority
Indenture regarding the subject matter of such sections, shall be deemed to
materially and adversely affect the rights of the Company under the Second
Priority Documents and (ii) notwithstanding clause (i) above, (A) the
amendment to the two-day minimum period for redemption notices in Sections 3.4(a) and
3.4(d) of the Second Priority Indenture to reflect a notice period of any
length up to and including a period of 30 days (the original minimum notice
period) or (B) the deletion from the Second Priority Supplemental
Indenture of any amendment of Section 4.33, shall be deemed not to
materially and adversely affect the rights of the Company 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


13

















 


under
the Second Priority Documents or impair the ability of the Company to
consummate the transactions contemplated hereby.


 


“Series B
Director” means a director of the Company appointed by the holders of Series B
shares.


 


“Series N
Share Conversion” means, subject to the Company having obtained and fully
complied with the Revised Neutral Share Approval, the exchange of the necessary
outstanding Series A shares of the Company and Series B shares of the
Company currently held by the Sellers into the number of Series N shares
of the Company necessary so that, on or prior to the Closing Date, the Series “N”
shares of the Company to be acquired by the Buyers pursuant to this Agreement
are validly issued and equal 90% (ninety percent) of the total issued and
outstanding Common Stock of the Company; in the understanding that such Series N
Share Conversion shall be carried out pursuant to the Company’s by-laws (estatutos sociales), the DBM Trust, the FN Trust and the
Agency Agreement.


 


“Shares”
means 100% of the issued and outstanding shares of Common Stock of the Company,
which constitute all of the shares of the Company that are owned beneficially
and of record by the Sellers.


 


“Stated
Satellite Operational Capability” means, with respect to each Company
Satellite, the product of: (i) Remaining Mission Life; and (ii) the
number of Transponders on such satellite.


 


“Subsidiary”
means, with respect to any Person, any other Person of which at least 50% of
the outstanding voting securities or other voting equity interests are owned,
directly or indirectly, by such first Person.


 


“Subsidiary
Cash” means cash  held by Alterna’TV
Corporation, a Delaware corporation, or any successor thereof, designated to be
used as partial payment for a new satellite.


 


“Supplemental
Indentures” means, collectively, the First Priority Supplemental Indenture
and the Second Priority Supplemental Indenture.


 


“System
Failure” means the failure of any component that supports the overall power
supply, operation, and/or maneuverability of a satellite including without
limitation, solar arrays, momentum wheels, earth sensors, thrusters, propulsion
systems, traveling wave tube amplifiers, low noise amplifiers, and other
similar equipment.


 


“Target
Working Capital” means negative $1,962,000.


 


“Tax
Adjustment” means an amount determined by Bidder in its sole and absolute
discretion, after reasonable consultation with the Company’s tax advisors, to
satisfy any and all tax liabilities or contingencies that Bidder believes may
be due by the Company and its Subsidiaries as a result of the Company’s operations
up to the Closing Date; provided that in no event shall the Tax Adjustment
exceed $7,000,000.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


14

















 


“Tax
Authority” means the Internal Revenue Service, the Secretaría de Hacienda y Crédito Público
(the Ministry of Finance and Public Credit of Mexico) and any governmental,
federal, state, local or foreign authority, agency or commission which is
competent to assess, impose, enforce, levy and/or collect a Tax.


 


“Taxes”
means (i) any and all federal, state, local or foreign contributions,
taxes, fees, imposts, duties and similar governmental charges of any kind
(together with any and all interest, penalties, additions to tax and additional
amounts imposed with respect thereto) imposed by any Governmental Authority
including without limitation any taxes on income, profits or gross receipts, ad
valorem, value added, capital gains, sales, excise, use, real property, withholding,
estimated, social security, housing fund, retirement fund, profit sharing,
customs, import duties and fees and any other governmental contributions and (ii) any
transferee or successor liability (including joint tax liability under Mexican
Tax Laws) in respect of any items described in clause (i) above.


 


“Technical
Committee” means the Technical Committee under the DBM Trust, as defined in
Clause 12(a)(i) of the DBM Trust, and which is currently composed of
the following members: Luis Rebollar
Corona, Vicente Aristegui
Andreve and Luis Rubio Barnetche.


 


“Tender
Agent” means the tender agent used by the Company for the Debt Offers.


 


“Tender
Price” means the sum of (i) the aggregate purchase price in the Debt
Offers for all First Priority Notes and Second Priority Notes actually
purchased pursuant to the Debt Offers plus
(ii) the consent fees payable in connection with the Debt Offers.


 


“Total
Cash to be Made Available by the Buyers” means:


 


(i)            $267,000,000;


 


(ii)           plus Available Cash
up to a maximum of the lesser of (A) $107,000,000 or (B) the amount
of First Quarter Cash;


 


(iii)          (A) plus a dollar for each dollar by which Adjusted Working
Capital is greater (i.e., a less
negative number or a positive number) than negative $1,864,000, or (B) minus a dollar for each dollar by which Adjusted Working
Capital is less (i.e., a more negative number)
than negative $2,060,000;


 


(iv)          minus the amount, if
any, by which Actual Engineering and Operating Capital Expenditures are less
than the Minimum Engineering and Operating Capital Expenditures;


 


(v)           minus the amount, if
any, by which the aggregate capital expenditures made pursuant to Section 6.1
(for purposes of which the Minimum Engineering and Operations Capital
Expenditures shall be deemed to have been made in full) are less than the
Minimum Capital Expenditures;


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


15

















 


(vi)          minus the Tax
Adjustment, if any; and


 


(vii)         plus half of the amount
paid or payable to the Company from any sale or lease of Solidaridad 2 pursuant to an agreement entered into prior to the Closing Date
(net of Taxes required to be paid or accrued as a liability under GAAP, as a
consequence of such sale or lease, taking into consideration any available tax
credits or deductions), which amounts shall be payable only upon receipt of any
such proceeds.


 


“Total
Loss” means that the satellite is lost or is completely destroyed or that
Available Satellite Operational Capability is (or it can be reasonably
determined based on available data that Available Satellite Operational
Capability will be prior to the expiration of the applicable Remaining Mission
Life)  or less than Stated Satellite
Operational Capability as a result of one or more Transponder Failures or
Systems Failures.


 


“Transponder”
means, individually, those sets of equipment within the communications
subsystem of a Company Satellite that provide a discrete path to receive
communications signals from Earth, translate and amplify such signals, and
transmit them to Earth (excluding (i) any transponder that is not
operational as of the Execution Date and (ii) the Loral Transponders).


 


“Transponder
Failure” means: ***


 


“Transponder-Year”
shall mean the operation of one Transponder for one year.


 


“Trusts’
Beneficiaries” means the DBM Trust Beneficiaries together with the FN Trust
Beneficiaries.


 


Section 1.2                             Table of
Definitions.  The
following terms have the meanings set forth in the Sections referenced below:


 


	
  Definition

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Approved Consultant

  	
   

  	
  6.2(b)

  
	
  Balance Sheet

  	
   

  	
  4.6(a)

  
	
  Bidder

  	
   

  	
  Preamble

  
	
  Bidder Guarantor

  	
   

  	
  Preamble

  
	
  Closing

  	
   

  	
  2.2(a)

  
	
  Closing Date

  	
   

  	
  2.2(a)

  
	
  COFECO

  	
   

  	
  3.3(b)

  
	
  COFETEL

  	
   

  	
  3.3(b)

  
	
  Company

  	
   

  	
  Preamble

  
	
  Covered Parties

  	
   

  	
  6.15(a)

  
	
  DBM

  	
   

  	
  Preamble

  
	
  Determination Date

  	
   

  	
  8.1(i)

  
	
  Disclosure Schedules

  	
   

  	
  Article III

  



 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


16

















 


	
  Definition

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  Dispute

  	
   

  	
  9.10

  
	
  Employee Plans

  	
   

  	
  4.10(a)

  
	
  Environmental Claim

  	
   

  	
  4.17(d)(i)

  
	
  Environmental Laws

  	
   

  	
  4.17(d)(ii)

  
	
  Environmental Permits

  	
   

  	
  4.17(d)(iii)

  
	
  Execution Date

  	
   

  	
  Preamble

  
	
  Financial Statements

  	
   

  	
  4.6(a)

  
	
  FN

  	
   

  	
  Preamble

  
	
  Guaranteed Obligations

  	
   

  	
  6.21

  
	
  ICC Rules

  	
   

  	
  9.10

  
	
  Improvements

  	
   

  	
  4.13(c)

  
	
  Interim Financial
  Statements

  	
   

  	
  4.6(a)

  
	
  Issuing Bank

  	
   

  	
  6.13(a)

  
	
  ITU

  	
   

  	
  4.15(b)

  
	
  Joinder Agreement

  	
   

  	
  Recitals

  
	
  Major Fuel Deficiency

  	
   

  	
  6.2(b)

  
	
  Material Contracts

  	
   

  	
  4.18(a)

  
	
  ME

  	
   

  	
  3.3(b)

  
	
  MIFR

  	
   

  	
  4.15(d)

  
	
  MXJV

  	
   

  	
  Recitals

  
	
  MXJV Partner

  	
   

  	
  Recitals

  
	
  Permits

  	
   

  	
  4.8(b)

  
	
  Potential Transaction

  	
   

  	
  6.17

  
	
  Projected Closing Date

  	
   

  	
  8.1(i)

  
	
  Qualified Bank

  	
   

  	
  6.13(a)

  
	
  Satellite Health Data

  	
   

  	
  4.15(a)

  
	
  SCT

  	
   

  	
  3.3(b)

  
	
  Seller

  	
   

  	
  Preamble

  
	
  Sellers

  	
   

  	
  Preamble

  
	
  Termination Date

  	
   

  	
  8.1(d)

  



 


ARTICLE II

PURCHASE AND SALE


 


Section 2.1                 Purchase and Sale of the
Shares. (a)   Upon the
terms and subject to the conditions of this Agreement, at the Closing, the
Sellers shall sell, assign, transfer, convey and deliver the Shares (and all of
the Sellers’ right, title and interest therein) to the Buyers free and clear of
all Encumbrances, and the Buyers shall purchase the Shares from the Sellers,
for the Equity Purchase Price. 
Schedule 2.1 sets forth (i) the percentage of the Equity Purchase Price
to which each Seller shall be entitled and (ii) the number, class and
series of Shares sold by each Seller.


 


(b)                                         At least five
Business Days prior to the Closing Date, the Buyers shall provide to the
Company and the Sellers (i) a statement of their respective Allocable 


 






***Certain confidential portions of this exhibit
were omitted by means of redacting a portion of the text. 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.


 


17

















 


Shares and (ii) the
number, class and series of Shares being purchased by each Buyer.


 


Section 2.2                 Closing.The sale and
purchase of the Shares shall take place at a closing (the “Closing”) to
be held at the offices of Gibson, Dunn & Crutcher LLP, 200 Park
Avenue, New York, New York 10166, at 10:00 A.M., local time on the fifth
Business Day following the satisfaction or, to the extent permitted by
applicable Law, waiver of all conditions to the obligations of the parties set
forth in Article VII (other than such conditions as may, by their
terms, only be satisfied at the Closing or on the Closing Date), or at such
other place or at such other time or on such other date as the Sellers and the
Buyers mutually may agree in writing. 
The day on which the Closing takes place is referred to as the “Closing
Date”.


 


(b)                                         Within five
Business Days after March 31, 2010, and in no event later than two
Business Days prior to the Closing Date, the Company shall provide to the
Buyers (i) written notice of the amount of First Quarter Cash and (ii) a
certificate, signed by a duly authorized officer of the Company, certifying the
First Quarter Cash, computed as defined herein. 
The Company shall provide Bidder with access to such working papers and
other information relating to the calculation of First Quarter Cash as Bidder
may reasonably request in order to confirm its reasonable agreement with such
calculations.  Upon Bidder’s determination
of its reasonable agreement therewith, Bidder shall deliver to the Company
written confirmation of the Buyers’ agreement with the Company’s calculation of
the amount of First Quarter Cash.


 


(c)                                         At least two
Business Days prior to the Closing Date, the Company shall provide to the
Buyers a statement setting forth the Adjusted Working Capital as of such date,
with an estimate of any changes thereto to be made prior to the Closing
Date.  The Company shall provide Bidder
with access to such working papers and other information relating to the
Adjusted Working Capital as Bidder may reasonably request in order to confirm
its reasonable agreement with such Adjusted Working Capital statement and
estimate.  Upon Bidder’s determination of
its reasonable agreement therewith, Bidder shall deliver to the Company written
confirmation of the Buyers’ agreement with such Adjusted Working Capital
statement and estimate of changes thereto to be made prior to the Closing Date.


 


(d)                                         Following the
close of business on the Business Day preceding the Closing Date, the Company
shall provide to the Buyers (i) written notice of the amount of Available
Cash, (ii) a certificate, signed by a duly authorized officer of the
Company, certifying the Available Cash, computed as defined herein and (iii) a
statement setting forth the Total Cash to be Made Available by the Buyers,
computed as defined herein.  The Company
shall provide Bidder with access to such working papers and other information
relating to the calculation of Available Cash and Total Cash to be Made
Available by the Buyers as Bidder may reasonably request in order to confirm
its reasonable agreement with such calculations.  Upon Bidder’s determination of its reasonable
agreement therewith, Bidder shall deliver to the Company written confirmation
of the Buyers’ agreement with the Company’s calculation of the amount of
Available Cash and Total Cash to be Made Available by the Buyers.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


18

















 


(e)                                         At the Closing (i) each
Buyer shall deliver to each Seller its Allocable Share of the portion of the
Equity Purchase Price to be delivered to such Seller in accordance with the
percentages set forth on Schedule 2.1 in immediately available
funds in United States dollars, by wire transfer to a bank account designated
in writing by such Seller to the Buyers at least two Business Days prior to the
Closing Date and (ii) the Sellers shall deliver or cause to be delivered
to the Buyers the original certificates representing the Shares, duly endorsed
in property in favor of the Buyers, in accordance with the statement provided
pursuant to Section 2.1(b), and the books and records of the
Company (which shall reflect entries evidencing, as required under applicable
Law, registration of the transaction contemplated hereby) including, the Stock
Registry Book (Libro de Registro de
Accionistas) of the Company. 
To the extent that a portion of the Equity Purchase Price consists of
proceeds from the sale or lease of Solidaridad 2
received after the Closing Date, such amounts shall be paid to the Sellers
within sixty (60) Business Days of receipt thereof by the Company.


 


(f)                                          At the Closing,
each Buyer shall deliver to the Tender Agent its Allocable Share of the Tender
Price in immediately available funds in United States dollars, by wire transfer
to a bank account designated in writing by the Company to the Buyers at least
two Business Days prior to the Closing Date. 
To the extent that a portion of the Tender Price consists of proceeds
from the sale or lease of Solidaridad 2
received after the Closing Date, such amounts shall be paid to the Tender Agent
within sixty (60) Business Days of receipt thereof by the Company.


 


(g)                                         At the Closing,
the Sellers and the Buyers shall cause the Company to deliver to each Person
that has delivered to the Buyers the statement described in Section 6.22
the Professional Services Fees due to such Person by wire transfer to a bank
account designated in writing by such Person to the Buyers at least two
Business Days prior to the Closing Date.


 


Section 2.3                 Debt OfferThe Company
shall, to the extent such consents have not been obtained prior to the date
hereof, use commercially reasonably efforts to obtain, as soon as practicable
after the date hereof, the requisite consents under the First Priority
Indenture and the Second Priority Indenture to make and consummate the Debt
Offers, shall commence the Debt Offers as soon as practicable after the
requisite consents under the First Priority Indenture and the Second Priority
Indenture and the approvals contemplated by Section 7.1(c)(iv) hereof
have been obtained and shall extend the Debt Offers from time to time as
necessary to consummate the Debt Offers simultaneously with the Closing.


 


(b)                                         The Company
covenants and agrees that, immediately following the date on which the
requisite consents are received therefor, the Company shall execute the First
Priority Supplemental Indenture or the Second Priority Supplemental Indenture,
as applicable.


 


(c)                                         The Company
shall conduct the Debt Offers in a manner that does not conflict with the First
Priority Indenture or the Second Priority Indenture.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


19

















 


ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE SELLERS


 


Except as set forth in the Disclosure Schedules attached hereto
(collectively, the “Disclosure Schedules”), each of DBM and FN, solely
in its capacity as trustee of the DBM Trust and the FN Trust, respectively,
severally and not jointly, hereby represent and warrant to the Buyers as
follows:


 


Section 3.1                             OrganizationSuch Seller is (a) in
the case of DBM, a sociedad anónima,
duly organized, validly existing and in good standing under the Laws of Mexico,
authorized by the Ministry of Finance and Public Credit to act as a multiple
banking institution and to perform trustee services, and (b) in the case
of FN, a banco nacional de desarrollo,
duly organized, validly existing and in good standing under the Laws of Mexico,
authorized to act as a development banking institution and to perform trustee
services; each with the necessary qualifications, power and authority to own,
lease and operate its properties and to carry on its business as it is now
being conducted, as well as to transfer and sell its Shares.


 


Section 3.2                             AuthoritySuch Seller has
the corporate power and authority to execute and deliver this Agreement and,
subject to the approvals described in Section 7.1(c), to perform
its obligations hereunder and to consummate the transactions contemplated
hereby including in accordance with the DBM Trust, the FN Trust and applicable
Law.  The execution, delivery and, except
for the approvals described in Section 7.1(c), performance by such
Seller of this Agreement and the consummation by such Seller of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action and by any and all actions, instruction letters or
opinions of the Trusts’ Beneficiaries, any applicable committees or from any
other Person (including the Agent) that are required under the DBM Trust and
the FN Trust.  The execution, delivery
and performance by such Seller of this Agreement and the consummation by such
Seller of the transactions contemplated hereby are consistent and in full
compliance with the purpose (fines del
fideicomiso) of the DBM Trust and the FN Trust, respectively.  This Agreement has been duly executed and
delivered by such Seller.  Subject to the
approvals described in Section 7.1(c), this Agreement constitutes
the legal, valid and binding obligations of such Seller, enforceable against
such Seller in accordance with its terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws
affecting creditors’ rights generally and by general principles of equity
(regardless of whether considered in a proceeding in equity or at law).


 


Section 3.3                             No Conflict;
Required Filings and Consents (a)             Except as set forth in Schedule 3.3
of the Disclosure Schedules, the execution, delivery and performance by such
Seller of this Agreement, and the consummation of the transactions contemplated
hereby (including the Series N Share Conversion), do not and will not:


 


(i)                            conflict with
or violate the DBM Trust or the FN Trust, as applicable to each Seller (or any
other charter documents by which such Seller is bound);


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


20

















 


(ii)                           conflict with
or violate any Law applicable to such Seller or by which any property or assets
of such Seller (including the Shares) is bound or affected; or


 


(iii)                          conflict with,
result in any breach of, constitute a default (or an event that, with notice or
lapse of time or both, would constitute a default) under, cause or permit the
acceleration of the maturity of, give rise to any right of termination,
cancellation, imposition of fees or penalties under, or require any consent of
any Person pursuant to, any material Contract to which such Seller is a party
or by which any of the property or assets of such Seller is bound or affected;


 


except, in the case of
clause (iii) above, (A) to the extent that any such conflicts,
violations, breaches, defaults or other occurrences would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect with
respect to such Seller or that arise as a result of any facts or circumstances
relating to the Buyers or any of their Affiliates or (B) that would be
waived pursuant to the Supplemental Indentures.


 


(b)                                         Such Seller is
not required to file, seek or obtain any material notice, authorization,
approval, order, permit, action or consent of or with any Governmental
Authority in connection with the execution, delivery and performance by such
Seller of this Agreement or the consummation of the transactions contemplated
hereby, except:  (i) any filings and
notifications required to be made (A) with the Comisión Federal de Competencia (Federal Economic
Competition Commission of Mexico) (the “COFECO”) under the Ley Federal de Competencia Económica (the
Federal Economic Competition Law of Mexico), and its regulations, as amended
and (B) under any other applicable antitrust or competition Laws; (ii) such
filings with and consents of (A) the Secretaría
de Comunicaciones y Transportes (the Ministry of Communications and
Transportation of Mexico) (the “SCT”) with the opinion of the Comisión Federal de Telecomunicaciones (the
Federal Telecommunications Commission of Mexico) (the “COFETEL”) under
the Concessions and under the Ley Federal de
Telecomunicaciones (the Federal Telecommunications Law of Mexico)
and its regulations, as amended, (B) the Federal Communications Commission
of the United States and (C) any other applicable communications
Governmental Authority as may be required (including any notifications or other
filings that do not require consents); (iii) the Revised Neutral Share
Approval and such other filings with, clearance of and consents of the Secretaría de Economía (the Ministry of Economy of Mexico)
(the “ME”) as may be required under the Ley
de Inversión Extranjera (the Foreign Investment Law of Mexico) and
its regulations, as amended; (iv) such filings as may be required by any
applicable securities Laws; or (v) to the extent necessary as a result of
any facts or circumstances relating to the Buyers or any of their
Affiliates.  The Sellers may retain
external legal counsel in order to review and perform any of the acts and
filings referred to in clauses (i) through (iv) above (and other
procedures to be carried out before the applicable Governmental Authority); provided,
that all reasonable and documented fees generated by the foregoing will be paid
directly by the Company in accordance with Clause 17 of the DBM Trust.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


21






 












 


Section 3.4                 Shares; Trust Beneficiary
Rights(a)  Shares.  Such Seller is the record holder of and holds
good and valid title to the Shares set forth opposite its name in Schedule 3.4(a) of
the Disclosure Schedules, free and clear of any Encumbrance.  Except as set forth in Schedule 3.4(a) of
the Disclosure Schedules, such Seller has the right, authority and power to
sell, assign and transfer its Shares to the Buyers.


 


(b)                                         DBM
Trust Beneficiary Rights.  With
respect to DBM, each of the DBM Trust Beneficiaries under the DBM Trust is the
legitimate and, together with the other DBM Trust Beneficiaries, the sole
holder of the beneficiary rights under the DBM Trust, free and clear of any
Encumbrance, that appears opposite to its name in Schedule 3.4(b) of
the Disclosure Schedules.  Pursuant to
DBM’s books and records as of the date of this Agreement, the DBM Trust
Beneficiaries under the DBM Trust have not granted any option, warrant, promise
of assignment or other similar rights to purchase or acquire any beneficiary
rights thereunder.


 


(c)                                         FN
Trust Beneficiary Rights. 
With respect to FN, each of the FN Trust Beneficiaries under the FN
Trust is the legitimate and, together with the other FN Trust Beneficiaries,
the sole holder of the beneficiary rights under the FN Trust, free and clear of
any Encumbrance, that appears opposite to its name in Schedule 3.4(c) of
the Disclosure Schedules.  Pursuant to
FN’s books and records as of the date of this Agreement, the FN Trust
Beneficiaries under the FN Trust have not granted any option, warrant, promise
of assignment or other similar rights to purchase or acquire any beneficiary
rights thereunder.


 


Section 3.5                                  LitigationThere is no
Action by or against such Seller or any of its Subsidiaries pending or, to the
knowledge of such Seller, threatened that could, individually or in the
aggregate, reasonably be expected to prevent, materially delay or materially
impede the performance by such Seller of its obligations under this Agreement
or the consummation of the transactions contemplated hereby.


 


Section 3.6                      BrokersThe Buyers
shall not be obligated to pay any brokerage, finder’s or other fee or
commission to any broker, finder or investment banker in connection with the
transactions contemplated by this Agreement based on arrangements made by or on
behalf of such Seller.


 


(b)                                           Rubio, Villegas
y Asociados, S.C., as counsel to the Company, or other legal counsel appointed
by the Technical Committee will issue the written confirmation that all Permits
(as defined in the DBM Trust) required to consummate the sale of the Shares
have been obtained from and/or made with the proper Governmental Authorities
(as defined in the DBM Trust) pursuant to Clause 11(i) of the DBM Trust.


 


Section 3.7                                  Information
Supplied.  None of
the information supplied or to be supplied by such Seller for inclusion or
incorporation by reference in the Debt Offer Documents or any amendment or
supplement thereto will contain, at the time the Debt Offer Documents are first
published, sent or given to holders of the First Priority Notes or the Second
Priority Notes and at the expiration of the Debt Offer, any incorrect or untrue
statement of a material fact or 


 










***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


22





















 


omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


Section 3.8                                  Exclusivity of
Representations and WarrantiesNeither such Seller nor any
of its Affiliates or Representatives is making any representation or warranty
on behalf of such Seller of any kind or nature whatsoever, oral or written,
express or implied, except as expressly set forth in this Article III,
and such Seller hereby disclaims any such other representations or
warranties.  Notwithstanding anything
herein to the contrary, no representation or warranty made herein is made, or
shall be deemed to be made, by or on behalf of the beneficial holders of Shares
of the Company.


 


Section 3.9                                  Delegado
Fiduciario  (Fiduciary Delegate) The fiduciary
delegate of each Seller has sufficient power and authority (including the
necessary corporate authority) to validly execute and deliver this Agreement on
its behalf and to validly bind DBM and FN, respectively, as trustees under the
terms herein and pursuant to the DBM Trust and the FN Trust, as evidenced in
the documents attached hereto as Annex A, and such powers, authority
and corporate authorizations have not been revoked, modified or limited in any
manner.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Except
as set forth in the Disclosure Schedules, the Company hereby represents and
warrants to the Buyers as follows:


 


Section 4.1                 Organization and
Qualification  (a)  Each of the Company and its
Subsidiaries is (i) duly organized, validly existing and in good standing
under the Laws of the jurisdiction of its organization as set forth in Schedule 4.1(a) of
the Disclosure Schedules, and has all necessary power and authority to own,
lease, license and operate its assets and properties and to carry on its
business as it is now being conducted and (ii) duly qualified or licensed
as a foreign entity to do business, and is in good standing, in each
jurisdiction where the character of the properties owned, leased or operated by
it or the nature of its business makes such qualification or licensing
necessary, except, in the case of this clause (ii), for any such failures
that would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect with respect to the Company.


 


(b)                                         The Company has
heretofore furnished to the Buyers a true, complete and correct copy of the
certificate of incorporation and estatutos
sociales (by-laws) or equivalent organizational documents, each as
amended and in effect to this date, of the Company and each of its
Subsidiaries.  Such certificates of
incorporation, estatutos sociales
(by-laws) or equivalent organizational documents are in full force and effect.


 


Section 4.2                             AuthorityExcept for
those approvals expressly set forth in Section 7.1(c), as of the
Execution Date, the Company has the power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby.  The
execution, delivery and, except for the approvals described in Section 7.1(c),
performance by the Company of this Agreement and the consummation by the
Company of the transactions contemplated hereby have been duly and 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


23

















 


validly authorized by all necessary
action.  This Agreement has been duly
executed and delivered by the Company. 
This Agreement constitutes the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with its terms,
except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors’ rights
generally and by general principles of equity (regardless of whether considered
in a proceeding in equity or at law).


 


Section 4.3                             No Conflict;
Required Filings and Consents  (a)  Except as set
forth in Schedule 4.3 of the Disclosure Schedules, the execution,
delivery and performance by the Company of this Agreement and the consummation
by the Company of the transactions contemplated hereby (including the Series N
Share Conversion), do not and will not:


 


(i)                            conflict with
or violate the estatutos sociales
(by-laws) or other organizational documents of the Company or its Subsidiaries;


 


(ii)                           conflict with
or violate any Law applicable to the Company or its Subsidiaries or by which
any property or assets of the Company or its Subsidiaries is bound or affected;
or


 


(iii)                          conflict with,
result in any breach of, constitute a default (or an event that, with notice or
lapse of time or both, would constitute a default) under, cause or permit the
acceleration of the maturity of, give rise to any right of termination,
cancellation, imposition of fees or penalties under, or require any consent of
any Person pursuant to, any Material Contract;


 


except, in the case of
clause (iii) above, to the extent that any such conflicts,
violations, breaches, defaults or other occurrences that would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect with respect to the Company or that arise as a result of any
facts or circumstances relating to the Buyers or any of their Affiliates.


 


(b)                                         The Company is
not required to file, seek or obtain any material notice, authorization,
approval, order, permit, action or consent of or with any Governmental
Authority in connection with the execution, delivery and performance by the
Company of this Agreement or the consummation of the transactions contemplated
hereby, except:  (i) any filings and
notifications required to be made (A) with COFECO under the Ley Federal de Competencia Económica (the
Federal Economic Competition Law of Mexico) and its regulations, as amended and
(B) under any other applicable antitrust or competition Laws; (ii) such
filings with and consents of (A) the SCT with the opinion of COFETEL under
the Concessions and under the Ley Federal de
Telecomunicaciones (the Federal Telecommunications Law of Mexico)
and its regulations, as amended, and other applicable telecommunications Laws
of Mexico, (B) the Federal Communications Commission of the United States
and (C) any other applicable communications Governmental Authority as may
be required (including any notifications or other filings that do not require
consents); (iii) the Revised Neutral Share Approval and such other filings
with, clearance of, and consents of the ME as may be required under the Ley de Inversión Extranjera (the Foreign
Investment Law of Mexico) and its regulations, as 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


24

















 


amended; (iv) such
filings as may be required by any applicable securities Laws; or (v) to
the extent necessary as a result of any facts or circumstances relating to the
Buyers or any of their Affiliates.


 


Section 4.4                             CapitalizationThe Company’s
and each of its Subsidiaries’ authorized, outstanding, fully subscribed and
paid capital stock is as set forth in Schedule 4.4 of the
Disclosure Schedules.  All of the
Company’s issued and outstanding capital stock is validly issued, fully paid
and nonassessable.  The Shares constitute
all of the issued and outstanding capital stock of the Company.  Except as set forth in Schedule 4.4
of the Disclosure Schedules, (a) there are no outstanding obligations,
options, warrants, calls, convertible securities or any other rights (including
preemptive rights), agreements, arrangements or commitments of any kind
relating to the capital stock of the Company or obligating the Company to
issue, deliver or sell, or cause to be delivered or sold, any shares of capital
stock of, or any other interest in, the Company, (b) there are no
outstanding contractual obligations of the Company to repurchase, redeem or
otherwise acquire any shares of capital stock of the Company or to provide
funds to, or make any investment in, any other Person, and (c) there are
no agreements or understandings in effect with respect to the voting or
transfer of any of the capital stock of the Company.


 


Section 4.5                 Equity Interests;
IndebtednessNeither the Company nor any of its Subsidiaries
directly or indirectly owns any equity, partnership, membership or similar
interest in, or any interest convertible into, exercisable for the purchase of
or exchangeable for any such equity, partnership, membership or similar
interest in any other Person.


 


(b)                                         Except for
Indebtedness described in Schedule 4.5(b) of the Disclosure
Schedules, the Company and its Subsidiaries have no Indebtedness outstanding as
of the date of this Agreement.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


25

















 


Section 4.6                 Financial Statements;
Internal Controls; No Undisclosed Liabilities  (a)  Copies of the
audited consolidated balance sheet of the Company and its Subsidiaries as at December 31,
2008, December 31, 2007 and December 31, 2006, and the related
audited consolidated statements of operations, shareholders’ equity and cash
flows of the Company and its Subsidiaries, together with all related notes and
schedules thereto, accompanied by the reports thereon of the Company’s
independent auditors (collectively referred to as the “Financial Statements”)
and the unaudited consolidated balance sheet of the Company and its
Subsidiaries as at September 30, 2009 (the “Balance Sheet”), and
the related consolidated statements of operations, shareholders’ equity and
cash flows of the Company and its Subsidiaries, together with all related notes
and schedules thereto (collectively referred to as the “Interim Financial
Statements”), are attached hereto as Schedule 4.6(a) of
the Disclosure Schedules.  Each of the
Financial Statements and the Interim Financial Statements (i) has been
prepared based on the books and records of the Company and its Subsidiaries
(except as may be indicated in the notes thereto), (ii) has been prepared
in accordance with GAAP applied on a consistent basis throughout the periods
indicated (except as may be indicated in the notes thereto) and (iii) fairly
presents, in all material respects, the consolidated financial position,
results of operations and cash flows of the Company and its Subsidiaries, as at
the respective dates thereof and for the respective periods indicated therein,
except as otherwise noted therein and subject, in the case of the Interim
Financial Statements, to normal and recurring year-end adjustments and the
absence of notes that will not, individually or in the aggregate, be material.


 


(b)                                         The Company
maintains a system of internal accounting controls sufficient to provide
reasonable assurances that (i) transactions are executed in accordance
with management’s general or specific authorization, (ii) transactions are
recorded as necessary to permit the preparation of the Financial Statements and
Interim Financial Statements in accordance with GAAP and to maintain
accountability for assets and properties of the Company and its Subsidiaries
and (iii) the recorded accountability for assets and properties of the
Company and its Subsidiaries is maintained at reasonable intervals and in
conformity with GAAP.  Except as
otherwise set forth in Schedule 4.6(b) of the Disclosure
Schedules, no auditor or accountant of the Company and its Subsidiaries has
issued any report or opinion in connection with the audit of the financial
statements of the Company and its Subsidiaries (including the Financial Statements
and the Interim Financial Statements) that contains any qualification or
exception to such report or opinion that questions the treatment or
classification of any item in such financial statements related to or arising
from the business (including the Financial Statements and the Interim Financial
Statements).


 


(c)                                         There are no
debts, liabilities or obligations, whether accrued or unaccrued, absolute or
contingent, matured or unmatured, known or unknown, asserted or unasserted, or
determined or determinable, of the Company or any of its Subsidiaries
(including, without limitation, any off-balance sheet arrangements as defined
in Item 303(a) of Regulation S-K under the Exchange Act of 1934), other than any such debts, liabilities or
obligations (i) reflected or reserved against on the Interim Financial
Statements, the Financial Statements or the notes thereto, (ii) that have
been incurred during the period between the date of the Balance Sheet and the
date of this Agreement and 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


26

















 


disclosed on Schedule 4.6(c) of
the Disclosure Schedules, (iii) that have been incurred since the date of
this Agreement in the ordinary course of business of the Company and its
Subsidiaries, (iv) arising as a direct result of this Agreement or (v) that
would not, individually or in the aggregate, be material to the business or
condition of the Company.


 


Section 4.7                 Absence of Certain Changes
or Events  (a)  Except as disclosed in Schedule 4.7(a) of
the Disclosure Schedules, since the date of the Balance Sheet, there has not
occurred or existed any Material Adverse Effect with respect to the Company.


 


(b)                                         Except as
disclosed in Schedule 4.7(b) of the Disclosure Schedules,
since the date of the Balance Sheet there has not occurred or been taken any
event, action or circumstance which would require the consent of the Buyers
under Section 6.1 if such event, action or circumstance were to
occur or be taken between the date of this Agreement and the Closing Date.


 


Section 4.8                 Compliance with Law; PermitsEach of the
Company and its Subsidiaries is in compliance in all material respects with all
Laws applicable to it.


 


(b)                                         Each of the
Company and its Subsidiaries is in possession of all permits (including,
without limitation, import, export, construction and operation permits),
licenses, franchises, approvals, certificates, consents, waivers, Concessions,
exemptions, orders, registrations, notices and any other authorizations of any
Governmental Authority necessary or required for each of the Company and its
Subsidiaries to own, lease and operate its properties and assets, including
each Company Satellite, and to carry on its business as currently conducted (the
“Permits”), except where the failure to have, or the suspension or
cancellation of, any of the Permits would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect with
respect to the Company.  Each material
Permit is listed on Schedule 4.8(b) of the Disclosure
Schedules and is in full force and effect. 
Each of the Company and its Subsidiaries is in compliance in all
material respects with all such Permits. 
No suspension, cancellation, modification, revocation or nonrenewal of
any Permit is pending or, to the Knowledge of the Company, threatened.  All Permits are free and clear of any
Encumbrance, other than Permitted Encumbrances.


 


(c)                                         Other than as
set forth in Schedule 4.8(c) of the Disclosure Schedules, the Company
is, and has been over the five-year period prior to the date of this Agreement,
in full compliance with all terms of the Concessions, and the Concessions are
in full force and effect.  The Company
has provided to the Buyers true and correct copies of all material
correspondence with the SCT relating to the Concessions over such five-year
period, all of which have been provided to the Buyers in folder 12.13 of the
Intralinks Workspace, titled “Project Phoenix”. 
Other than as set forth in Schedule 4.8(c) of the
Disclosure Schedules, to the Knowledge of the Company, no facts or
circumstances exist that would cause the terms of the Concessions not to be
renewed or that would otherwise cause the termination or revocation of any
Concession.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


27

















 


No representation or
warranty is made under this Section 4.8 with respect to Taxes or
environmental matters, which are covered exclusively by Sections 4.16
and 4.17, respectively.


 


Section 4.9                             LitigationExcept as set
forth in Schedule 4.9 of the Disclosure Schedules, as of the date
hereof, there is no material Action by or against the Company or any of its
Subsidiaries pending or, to the Knowledge of the Company, threatened.


 


Section 4.10               Employee Benefit Plans  (a) 
Schedule 4.10 of the Disclosure
Schedules sets forth (i) a true and complete list of all employee benefit
plans and all bonus, stock option, stock purchase, restricted stock, incentive,
deferred compensation, retiree medical or life insurance, supplemental
retirement, severance or other benefit plans, programs or arrangements, that
are maintained, contributed to or sponsored by the Company or any of its
Subsidiaries for the benefit of any current or former employee, officer or
director of the Company or any of its Subsidiaries and (ii) a list of all
material employment, termination, severance or other Contracts pursuant to
which the Company or any of its Subsidiaries currently has any obligation with
respect to any current or former employee, officer or director of the Company
or any of its Subsidiaries (collectively, the “Employee Plans”).  The Company has made available to the Buyers
a true and complete copy of each Employee Plan and all current summary plan
descriptions.


 


(b)                                         (i) To the
Knowledge of the Company, each Employee Plan has been maintained in all
material respects in accordance with its terms and the requirements of
applicable Law and (ii) each of the Company and its Subsidiaries has
performed all material obligations required to be performed by it under any
employment agreement or Employee Plan, and to the Knowledge of the Company, is
not in default under or in violation of any employment agreement or Employee Plan.


 


(c)                                         Except as set
forth in Schedule 4.10(c) of the Disclosure Schedules, neither
the Company nor any of its Subsidiaries is a party to any Contract that could,
directly or in combination with other events, result, individually or in the
aggregate, in the payment, acceleration or enhancement of any salary or benefit
as a result of the transactions contemplated by this Agreement.  The identities of the employees to whom the
payments referenced in Schedule 4.10(c) of the Disclosure Schedules
will be due have been provided to the Buyers.


 


(d)                                         Each Employee
Plan (i) has been, and is operated and administered in all material
respects in accordance with its terms and in compliance with applicable Laws, (ii) if
intended to qualify for special tax treatment, qualifies for such treatment,
and (iii) if intended to be book-reserved, is fully book-reserved, based
upon reasonable actuarial assumptions. 
There are no claims pending by any employee or legal beneficiary covered
under any Employee Plan.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


28

















 


Section 4.11               Employment Matters; Labor
Relations  (a)  The Company has provided to
the Buyers a true and complete list of the name of each officer and employee of
the Company and its Subsidiaries, together with each such person’s position or
function, date of hire, annual base salary or wages and any incentive or bonus
arrangement with respect to such person in effect on such date, and description
of benefits payable to each employee.  To
the Knowledge of the Company, it has not received any information that would
lead it to believe that any executive officer of the Company or any of its
Subsidiaries or any employee listed on Schedule 4.11(a) intends to
cease to be an employee of the Company or any of its Subsidiaries, as
applicable, because of the consummation of the transactions contemplated by
this Agreement.


 


(b)                                         Except as set
forth in Schedule 4.11(b) of the Disclosure Schedules, there is
not in existence, nor has there been within the 12 months prior to the date
hereof, any pending or, to the Knowledge of the Company, threatened (i) any
strike, slowdown, stoppage, picketing, interruption of work, lockout or any
other dispute or controversy with or involving a labor organization or with
respect to unionization or collective bargaining, (ii) any labor-related
organizational effort, election activities, or request or demand for
negotiations, recognition or representation, (iii) any arbitration,
administrative hearing, formal claim of unfair labor practice, other union- or
labor-related Action or other formal claim, workers’ compensation formal claim,
formal claim or investigation of wrongful discharge, formal claim or
investigation of employment discrimination or retaliation, or claim or
investigation of sexual harassment, against the Company or any of its
Subsidiaries or (iv) any Action filed by a union requesting management and
administration of a collective bargaining agreement.


 


(c)                                         Except as set
forth in Schedule 4.11(c) of the Disclosure Schedules, as of
the date of this Agreement and for the 12 months preceding such date, none of
the Company or any of its Subsidiaries is, or within such period has been, (i) a
party to or bound by any collective bargaining agreement, other agreement or
understanding, work rules or practice, or arbitration award with any labor
union or any other similar organization; and (ii) none of the employees
are subject to or covered by any such collective bargaining agreement, other
agreement or understanding, work rules or practice, or arbitration award,
or are represented by any labor organization.


 


(d)                                         Except as set
forth in Schedule 4.11(d) of the Disclosure Schedules, the
consummation of the transactions contemplated by this Agreement will not
(either alone or together with any other event) entitle any employee to
severance, change of control or other similar pay or benefits under, or
accelerate the time of payment or vesting or trigger any payment of funding (through
a grantor trust or otherwise) of compensation or benefits under, or increase
the amount payable or trigger any other material obligation pursuant to, any
Employee Plan.


 


(e)                                         Except as set
forth in Schedule 4.11(e) of the Disclosure Schedules, there
is no Action pending or, to the Knowledge of the Company, threatened against
the Company or any of its Subsidiaries before any Governmental Authority filed
by an employee or a former employee requesting reinstatement, severance,
salaries or any labor 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


29

















 


benefit.  There is no complaint pending or, to the
Knowledge of the Company, threatened against the Company or any of its Subsidiaries
before any Governmental Authority filed by an employee or a former employee
requesting payment of a specific severance due to a work-related accident.


 


(f)                                          The Company and
its Subsidiaries are in material compliance according to the applicable Laws in
connection with payment of employer’s mandatory contributions to (i) the
Mexican Institute of Social Security (Instituto
Mexicano del Seguro Social), (ii) the Institute for the
National Fund of Housing for Employees (Instituto
del Fondo Nacional de la Vivienda para los Trabajadores),
and (iii) the System of Savings for Retirement (Sistema de Ahorro para el Retiro).


 


Section 4.12                           InsuranceSchedule 4.12 of the
Disclosure Schedules sets forth a true and complete list of all insurance
policies in effect as of the date of this Agreement that insure the business,
operations, assets and properties of the Company and its Subsidiaries or that
affect or relate to the ownership, use or operation of any of the material
assets and properties of the Company and its Subsidiaries, and that have been
issued to or for the benefit of the Company and its Subsidiaries, including all
launch and in-orbit satellite insurance policies and the Company’s and its
Subsidiaries’ officers’ and directors’ liability insurance policies.  The Company has heretofore provided the
Buyers with a brief summary of the coverage and terms of each such policy as
well as a copy thereof.  Each such policy
is valid and binding and in full force and effect, no premiums due under any
such policies have not been paid and neither the Company nor any of its
Subsidiaries has received any notice of cancellation or termination in respect
of any such policy or is in default under any such policy and there are no
pending insurance Actions.


 


Section 4.13               Real Property  (a) 
Neither the Company nor any of its Subsidiaries owns any real property.


 


(b)                                         Schedule 4.13(b) of the
Disclosure Schedules lists the street address of each parcel of Leased Real
Property and the identity of the lessor, lessee and current occupant (if
different from lessee) of each such parcel of Leased Real Property.  The Company or its Subsidiaries have a valid
leasehold estate in and the right to quiet enjoyment of all Leased Real
Property, free and clear of all Encumbrances, other than Permitted Encumbrances
and any such exceptions that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect with respect to the
Company.  Neither the Company nor any of
its Subsidiaries or, to the Knowledge of the Company, any counterparty thereto,
is in breach of, violation of, or (with or without notice of lapse of time or
both) default under, any Contract relating to Leased Real Property to which it
is a party, except for such breaches, violations or defaults that would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect with respect to the Company. 
To the Knowledge of the Company, no events or conditions exist that,
with notice or lapse of time or both, would constitute a breach, violation or
default by the Company or any of its Subsidiaries, or permit termination,
modification or acceleration, under any Contract relating to Real Property
except for such breaches, violations or defaults that would not, individually
or in the aggregate, reasonably be 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


30

















 


expected to have a Material
Adverse Effect with respect to the Company. 
The Company and its Subsidiaries do not owe any brokerage commissions
with respect to any such Leased Real Property.


 


(c)                                         The Company and
its Subsidiaries have good and valid leasehold title to all of the buildings,
structures, facilities, fixtures and other improvements located on all Leased
Real Property (the “Improvements”), subject to reversion to the landlord
or other third party upon expiration or termination of the lease for such
Leased Real Property, which shall be free and clear of all Encumbrances as of
the Closing Date, except for Permitted Encumbrances.  The Improvements on the Leased Real Property
are adequately maintained and are in good operating condition and repair,
ordinary wear and tear excepted, for the purposes for which they are presently
being used and, to the Knowledge of the Company and its Subsidiaries, there are
no condemnation or appropriation proceedings pending or threatened against any
of such Leased Real Property or the Improvements thereon.


 


(d)                                         Schedule 4.13(d) of the
Disclosure Schedules lists the Concessions on real property that have been
granted by the Mexican Governmental Authority to the Company to possess, use
and operate the control centers in Iztapalapa, city of Mexico, Federal
District, and the city of Hermosillo, in the state of Sonora, both of them in
the Mexican territory.


 


Section 4.14               Intellectual Property  (a) 
Schedule 4.14(a) of the Disclosure
Schedules sets forth a true and complete list of all registered Intellectual
Property owned or licensed by the Company or any of its Subsidiaries and used
in the Company’s or any of its Subsidiaries’ businesses.


 


(b)                                         To the
Knowledge of the Company, the Company and its Subsidiaries own or otherwise
hold valid rights to use all material Intellectual Property used in the
operation of their businesses as currently conducted.


 


(c)                                         No material
Action is pending or, to the Knowledge of the Company, threatened that asserts
that the use or exploitation by the Company or any of its Subsidiaries of any
Intellectual Property owned or licensed by the Company or any of its
Subsidiaries infringes the Intellectual Property of any third party.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


31






 












 


Section 4.15               Company Satellites (a)        Schedule 4.15(a) of the
Disclosure Schedules sets forth a true and complete list, by orbital location,
of each Company Satellite (listing the number and type of Transponders thereon)
which are free and clear of any Encumbrance (other than Permitted
Encumbrances), and for Satmex 5 and Satmex 6, the Company’s estimate of available propellant or
bi-propellant.  To the extent permitted
by United States export control Laws and the Company TAA in place, the Company
has made available to the Buyers true and correct copies of all Deliverable
Data related to the Company Satellites (operational and maintenance logs and
data being available for inspection upon request at the Company’s facilities),
a copy of all waivers from the Satellite Performance Specifications, a
description of all material anomalies occurring and observed on the Company
Satellites of which the Company has Knowledge since their respective launches
and a description of all actions taken with respect thereto (collectively, the
“Satellite Health Data”).  To the
Knowledge of the Company, the Satellite Health Data is accurate and complete in
all material respects and presents a fair depiction of the current health and
operational status of the Company Satellites. 
The health and operational reports to be provided to the Buyers
regarding the status of the Company Satellites pursuant to Section 6.16
shall be the originals, or true and correct copies of, the health and
operational reports prepared by the Company. 
Except as set forth in Schedule 4.15(a) of the
Disclosure Schedules, as of the date hereof, the Company has no Knowledge of
material anomalies experienced by Company Satellites that are not disclosed in
the Satellite Health Data.


 


(b)                                         Schedule 4.15(b) of the
Disclosure Schedules contains a summary, by orbital location, of the status of
frequency registration at the International Telecommunication Union (“ITU”),
of each Company Satellite and each advanced published satellite filed on behalf
of the Company, including the identity of the sponsoring administration and the
frequency bands covered.  Except as set
forth in Schedule 4.15(b) of the Disclosure Schedules, as of
the date hereof, the Company has no Knowledge of any material and significant
conflicting claim(s) with respect to its rights to use the frequency
assignment(s) described in its ITU filings at any such orbital
location(s).


 


(c)                                         Schedule 4.15(c) of the
Disclosure Schedules describes the usufructo
commitments made by the Company for the benefit of Loral Skynet Corporation
under Articles 980 et seg. of
Mexico’s Federal Civil Code with respect to the Loral Transponders. Schedule 4.15(c) of
the Disclosure Schedules contains a summary, to the Company’s Knowledge, of
prejudicial interferences by orbital location since January 1, 2007.  To the Company’s Knowledge, any interference
events that occurred prior to January 1, 2007 are not prejudicial as
of the date hereof, it being understood, however, that interference from third
party transmissions may occur at any time and are beyond the control of the
Company.


 


(d)


 


(i)            The Company’s existing and
planned satellite networks operate or are planned to operate at three orbital
slots, as follows:  (A) at 113
degrees W.L.:  Satmex 6
(corresponds to the ITU name of Solidaridad 2,
and subsequently filed with the ITU under the name of Satmex 7),
referred to herein as 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


32

















 


Satmex 6; (B) at 116.8
degrees W.L.:  Satmex 5
(corresponds to the ITU name of Morelos 2),
referred to herein as Satmex 5,
intended to be replaced by a Satmex 8
(corresponds to the ITU name of Satmex 8); and (C) at
114.9 degrees W.L.:  Solidaridad
2 (corresponds to the ITU name of Cansat 17),
referred to herein as Solidaridad 2,
intended to be replaced by Satmex  7 (corresponds to the ITU name of Mexsat
114.9 C-Ku), and referred to herein as Satmex 7.  The C-band and Ku-band payloads of such
networks are referred to herein as the “Company’s Existing and Planned
Networks”.


 


(ii)           The Company’s Existing and
Planned Networks with respect to coordination: 
(A) Satmex 5 has been fully
coordinated in accordance with the ITU Radio Regulations and applicable Mexican
laws and regulations and is recorded in the ITU Master International Frequency
Register (the “MIFR”); (B) the coordination of each of Satmex 6, Solidaridad 2, Satmex 7, and Satmex 8 in
accordance with the ITU Radio Regulations and applicable Mexican laws and
regulations is in process, and to the Knowledge of the Company, there is no
reason or circumstance that would preclude each of Satmex 6,
Solidaridad 2, Satmex 7,
and Satmex 8 from being fully coordinated in
accordance with the ITU Radio Regulations and applicable Mexican laws and
subsequently recorded in the MIFR; and (C) do not violate existing
satellite operator-to-operator coordination agreements, including those with
Loral Skynet, PanAmSat/Intelsat, Ltd., EchoStar, SES Americom/SES World Skies
and Telesat.  To the Knowledge of the
Company, there are no pending requests for coordination that could reasonably
have an adverse impact on the operation of the Company’s Existing and Planned
Networks (including availability of radio-frequency spectrum or operational
power levels).


 


Section 4.16               TaxesExcept as
disclosed in Schedule 4.16 of the Disclosure Schedules:


 


(a)                                         All Returns
required by applicable Law to be filed by or with respect to the Company or its
Subsidiaries have been timely filed with the appropriate Tax Authorities
(taking into account any extension of time to file granted or obtained), and
such Returns are true, correct and complete in all material respects.  All material Taxes shown to be payable on
such Returns have been paid.  Neither the
Company nor any Subsidiary currently is the beneficiary of any extension of
time within which to file any material Return.


 


(b)                                         Neither the
Company nor any of its Subsidiaries (i) is currently the subject of an
Action or other examination of Taxes by the Tax Authorities of any nation,
state or locality (and the Company has not received written notice that any
such Action is pending or contemplated), (ii) is presently contesting the
Tax liability of the Company or any of its Subsidiaries before any court,
tribunal or agency, (iii) has entered into an agreement or waiver or
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of Taxes of the Company or
any of its Subsidiaries or (iv) has used any Tax exemption, reduction,
incentive or benefit of 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


33

















 


any kind granted by Tax
Authorities through an administrative act. 
No deficiency for any material amount of Tax has been asserted or
assessed by a Governmental Authority in writing against the Company or any of
its Subsidiaries that has not been satisfied by payment, settled or withdrawn.


 


(c)                                         No issue has
been raised by any Tax Authority in any audits (or other action) of the Company
or its Subsidiaries that, if raised with respect to any other period not so
audited, could be expected to result in a material deficiency for any period
not so audited.


 


(d)                                         There are no
Encumbrances for Taxes on any of the properties or assets of the Company or any
of its Subsidiaries other than Permitted Encumbrances.


 


(e)                                         All material
Taxes and Tax liabilities due and payable by or with respect to the income,
assets or operations of the Company and its Subsidiaries have been timely paid
in full.  All Taxes not yet due and
payable by the Company or any of its Subsidiaries (or any other corporation
merged into or consolidated with the Company or any of its Subsidiaries) have
been properly accrued on the books and records of the Company and its
Subsidiaries in accordance with GAAP.


 


(f)                                          None of the
Company or its Subsidiaries has ever (i) been a member of an Affiliated
Group of corporations or (ii) been included in any “consolidated”,
“unitary” or “combined” Return.


 


(g)                                         None of the
Company or any of its Subsidiaries have executed powers of attorney with
respect to Tax matters that will be outstanding as of the Closing Date.


 


(h)                                         All material
Taxes that the Company or any of its Subsidiaries is (or was) required by Law
to withhold or collect in connection with amounts paid to any employee,
independent contractor, creditor, shareholder, member or other third party have
been duly withheld or collected, and have been timely paid over to the proper
authorities to the extent due and payable.


 


(i)                                          No written
claim has ever been made by any Tax Authority in a jurisdiction where the
Company or any of its Subsidiaries does not file Returns that the Company or
any of its Subsidiaries is or may be subject to taxation by that jurisdiction.


 


(j)                                          There are no
Tax sharing, allocation, indemnification or similar agreements in effect as
between the Company or any of its Subsidiaries or any predecessor or Affiliate
thereof and any other party (including the Sellers and any predecessors or
Affiliates thereof) under which the Buyers, the Company or any of its
Subsidiaries could be liable for any Taxes or other claims of any party,
whether as a member of an Affiliated Group or otherwise, other than such an
agreement solely among the Company and its Subsidiaries.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


34

















 


(k)                                         There are no
Tax rulings, requests for rulings or closing agreements relating to the Company
or any of its Subsidiaries that could adversely affect such Company’s or
Subsidiary’s liability for Taxes for any period after the Closing.  None of the Company or its Subsidiaries has
taken any action that would have the effect of deferring any material Tax
liability for the Company or any of its Subsidiaries from any taxable period
ending on or before the Closing to any taxable period ending after the Closing.


 


(l)                                          The Company and
its Subsidiaries retain all tax, accounting and corporate records required by
law to support any tax or accounting position, filing or claim that has been
made by the Company and its Subsidiaries with respect to Taxes imposed by
Mexico within the statutory period provided by Mexican Tax Laws.


 


Section 4.17               Environmental Matters (a)  To the Company’s Knowledge,
the Company and its Subsidiaries are in material compliance with applicable
Environmental Laws and Environmental Permits, and all Environmental Permits
required under any Environmental Law have been obtained, have not expired and
the Company has not received any written notice regarding the revocation,
termination, cancellation, suspension or amendment of any Environmental Permit
or alleging the Company is not in material compliance with any Environmental
Permit.


 


(b)                                         There are no
pending or, to the Company’s Knowledge, threatened material Environmental
Claims that have been asserted against the Company or any of its Subsidiaries.


 


(c)                                         The
representations and warranties contained in this Section 4.17 are
the only representations and warranties being made with respect to compliance
with or liability under Environmental Laws or with respect to any
environmental, health or safety matter, including natural resources, related to
the Company or its Subsidiaries.


 


(d)                                         For purposes of
this Agreement:


 


(i)                            “Environmental
Claim” means any and all Actions, liens, written notices, written
complaints, or docketed legal proceedings, whether criminal, administrative or
civil, against the Company or its Subsidiaries based upon, alleging, asserting,
or claiming any actual or potential (A) violation of any Environmental
Law, (B) violation of any Environmental Permit or (C) liability under
any Environmental Law for soil or groundwater contamination and/or remediation,
investigatory costs, cleanup costs, removal costs, remedial costs, response
costs, natural resource damages, property damage, personal injury, fines, or
penalties arising out of, based on, resulting from, or related to the presence,
release, or threatened release into the environment, of any hazardous material,
waste, substance or contaminant, or any components thereof.


 


(ii)                           “Environmental
Laws” means any Laws of any Governmental Authority in effect as of the date
hereof relating to pollution or protection of the environment.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


35

















 


(iii)                          “Environmental
Permits” means all Permits required under any applicable Environmental Law
to operate the Company or any of its Subsidiaries.


 


Section 4.18               Material Contracts (a)         Schedule 4.18 of the
Disclosure Schedules lists each of the following Contracts and all amendments,
modifications and supplements thereto to which the Company and its Subsidiaries
are a party or by which any of their respective properties and assets are bound
(such Contracts and agreements as described in this Section 4.18(a) being
“Material Contracts”):


 


(i)                            all Contracts
relating to Indebtedness;


 


(ii)                           all Contracts
between or among the Company and its Subsidiaries, on the one hand, and the
Sellers, or any officer, director or Affiliate (other than the Company or its
Subsidiaries) of the Sellers, on the other hand;


 


(iii)                          all Contracts
relating to the settlement of any material litigation or legal or regulatory
proceeding pursuant to which the Company or its Subsidiaries, or the properties
and assets of the Company or its Subsidiaries, is subject to any existing
outstanding or potential liability;


 


(iv)                          all Contracts
containing any provision or covenant prohibiting or limiting the ability of the
Company or any of its Subsidiaries to engage in any line of business or compete
with any Person or in any geographic area or during any period of time
(including, without limitation, any “right of first offer”, “right of first
refusal” or other similar restrictive provision or covenant);


 


(v)                           all material
joint venture, partnership, shareholders’ or similar agreements or arrangements
and all Contracts relating to any merger or other business combination;


 


(vi)                          all contracts
relating to material Intellectual Property owned or licensed by the Company or
any of its Subsidiaries;


 


(vii)                         all of the
Company TAAs;


 


(viii)                        all Contracts
with any employee, consultant or independent contractor of the Company or its
Subsidiaries providing for a commitment of employment or rendering of services
for a specified or unspecified term and all Contracts otherwise relating to
employment or the rendering of services of such employees, consultants or
independent contractors, or the termination thereof, including, without
limitation, individual change of control, severance and similar agreements;


 


(ix)                           all Contracts
granting powers of attorney or comparable delegations of authority by the
Company or its Subsidiaries;


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


36

















 


(x)                            all other
Contracts that provide for payment or receipt by the Company or any of its
Subsidiaries of more than *** per year, including any such Contracts with
customers or clients; and


 


(xi)                           any other
Contract that is material to the Company and its Subsidiaries, taken as a
whole.


 


(b)                                           The Company has
made available to the Buyers true, correct and complete copies of each Material
Contract.  Except as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect with respect to the Company or except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws
affecting creditors’ rights generally and by general principles of equity
(regardless of whether considered in a proceeding in equity or at law), each
Material Contract is valid and binding on the Company or the applicable
Subsidiary, as the case may be, and, to the Knowledge of the Company, the
counterparties thereto, and is in full force and effect.  Neither the Company nor any of its
Subsidiaries or, to the Knowledge of the Company, any counterparty thereto, is
in breach of, violation of, or (with or without notice of lapse of time or
both) default under, any Material Contract to which it is a party, except for
such breaches, violations or defaults that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect with
respect to the Company.  To the Knowledge
of the Company, no events or conditions exist that, with notice or lapse of
time or both, would constitute a breach, violation or default by the Company or
any of its Subsidiaries, or permit termination, modification or acceleration,
under any Material Contract except for such breaches, violations or defaults
that would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect with respect to the Company.


 


(c)                                           Schedule 4.18(c) of the
Disclosure Schedules lists all amendments, modifications and supplements to
Material Contracts since November 15, 2009.


 


Section 4.19               SEC Reports; Debt Offer
Documents.


 


(a)                                         Except to the
extent that information in any SEC Document has been revised or superseded by a
subsequently filed SEC Document, (i) each of the SEC Documents complied as
to form in all material respects with all applicable securities Laws and (ii) none
of the SEC Documents contains any untrue statement of a material fact or omits
to state a material fact required to be stated or incorporated by reference
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.


 


(b)                                         None of the
Debt Offer Documents, nor any amendment or supplement to the Debt Offer
Documents, will contain, at the time the Debt Offer Documents are first
published, sent or given to holders of the First Priority Notes or the Second
Priority Notes and at the expiration of the Debt Offer, any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that no
representation or warranty is made by the Company 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


37

















 


with respect to statements
made or incorporated by reference therein based on information supplied in
writing by the Buyers or the Sellers expressly for the purpose of being
included or incorporated by reference in the Debt Offer Documents.


 


Section 4.20                           BrokersExcept for
Perella Weinberg Partners LP, Jefferies & Company, Inc. and the
Approved Bank, whose fees, commissions and expenses shall be paid by the
Company at or prior to the Closing or shall be accounted for as Professional
Services Fees, all negotiations relative to this Agreement and the transactions
contemplated hereby have been carried out by the Company directly with the
Buyers without the intervention of any Person on behalf of the Company in such
manner as to give rise to any valid claim by any Person against the Buyers or
the Company for a finder’s fee, brokerage commission or similar payment.  The Buyers shall not be obligated to pay any
brokerage, finder’s or other fee or commission to any broker, finder or
investment banker in connection with the transactions contemplated by this
Agreement based on arrangements made by or on behalf of the Company.  Other than the Professional Services Fees,
the Company owes or is obligated to pay no other commissions, fees or expenses
in connection with the preparation, negotiation and execution of this Agreement
or the performance of its obligations hereunder and the transactions
contemplated hereby.


 


Section 4.21                           Affiliate
Transactions(a) There are no intercompany liabilities
between the Company and any of its Subsidiaries, on the one hand, and either
Seller or any DBM Trust Beneficiary or FN Trust Beneficiary, or officer,
director or Affiliate of either Seller or of any DBM Trust Beneficiary or FN
Trust Beneficiary, on the other, (b) neither of the Sellers, the DBM Trust
Beneficiaries or the FN Trust Beneficiaries, nor any officer, director or
Affiliate of either Seller or of any DBM Trust Beneficiary or FN Trust
Beneficiary provides or causes to be provided any assets, services or
facilities to the Company or any of its Subsidiaries and (c) neither the
Company nor any of its Subsidiaries provides or causes to be provided any
assets, services or facilities to either Seller, any DBM Trust Beneficiary or
FN Trust Beneficiary or any officer, director or Affiliate of either Seller,
the DBM Trust Beneficiaries or the FN Trust Beneficiaries.  Each of the liabilities and transactions
listed therein was incurred or engaged in, as the case may be, on an
arm’s-length basis.  Since the date of
the Balance Sheet, all settlements of intercompany liabilities between the
Company and any of its Subsidiaries, on the one hand, and either Seller or any
DBM Trust Beneficiary or FN Trust Beneficiary or any such officer, director or
Affiliate, on the other, have been made, and all allocations of intercompany
expenses have been applied, in the ordinary course of business consistent with
past practice.


 


Section 4.22                           Books and
RecordsThe Buyers have been provided with complete and correct copies of the
articles of incorporation and estatutos
sociales (by-laws), as amended, of the Company and its Subsidiaries
and the corporate books and records of the Company and its Subsidiaries
containing a true and complete record, in all material respects, of all actions
taken at all meetings and by all written consents in lieu of meetings of the
shareholders, partners, board of directors, managers, committees or similar
governing bodies of the Company and its Subsidiaries, including the Stock
Registry Books (Libro de Registro de Accionistas), the Capital Variations Registry
Books (Libro de Registro de Variaciones de Capital, the
Shareholders’ Meetings Minutes Books (Libro
de Registro de Actas de Asambleas) and the Board of Directors’
Meetings Minutes Book (Libro de Registro de
Actas de Sesiones del Consejo de Administración).  Such
minutes contain complete and accurate records of all meetings held by 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


38

















 


the board of directors, the board of managers, shareholders or the
partners of the Company and its Subsidiaries, as applicable, and of all actions
authorized at such meetings.  The
corporate books and records of the Company and its Subsidiaries have been
maintained in accordance with the requirements of all applicable Laws.  The Stock Registry Books and other similar
documents of the Company and its Subsidiaries as made available to the Buyers
accurately and completely reflect all record transfers prior to the date hereof
in the equity ownership of the Company and its Subsidiaries.  As of the date hereof, the Board of Directors
of the Company is composed of the individuals identified in Schedule 4.22
of the Disclosure Schedules.


 


Section 4.23                           Exclusivity of
Representations and WarrantiesNeither the Company nor any
of its Affiliates or Representatives is making any representation or warranty
on behalf of the Company of any kind or nature whatsoever, oral or written,
express or implied (including, but not limited to, any relating to financial
condition, results of operations, assets or liabilities of the Company and its
Subsidiaries), except as expressly set forth in this Article IV and
the Disclosure Schedules and in any certificate delivered pursuant to Section 7.3(c),
and the Company hereby disclaims any such other representations or warranties.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BUYERS


 


Each
Buyer (in the case of MXJV, upon execution of the Joinder Agreement) hereby
severally and not jointly represents and warrants to the Sellers and the
Company as follows:


 


Section 5.1                             OrganizationBidder
represents and warrants that it is a limited
liability company duly organized, validly existing and in good standing
under the Laws of the State of Colorado
and has all necessary corporate power and authority to own, lease and operate
its properties and to carry on its business as it is now being conducted.  MXJV represents and warrants that it is an
entity duly organized, validly existing and in good standing under the Laws of
Mexico and has all necessary corporate power and authority to own, lease and
operate its properties and to carry on its business as it is now being
conducted.


 


Section 5.2                             AuthoritySuch Buyer has
the corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby.  The execution,
delivery and performance by such Buyer of this Agreement and the consummation
by such Buyer of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action. 
This Agreement has been duly and validly executed and delivered by such
Buyer.  This Agreement constitutes the
legal, valid and binding obligations of such Buyer, enforceable against such
Buyer in accordance with its terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws
affecting creditors’ rights generally and by general principles of equity
(regardless of whether considered in a proceeding in equity or at law).


 


Section 5.3                             QualificationSuch Buyer
satisfies, or will satisfy (subject to Section 5.4 below and in
accordance with Section 6.11 hereof) prior to the Closing, all
ownership requirements and restrictions under applicable Law, including,
without limitation, the Ley General de
Sociedades Mercantiles (the General Law of Commercial Companies of
Mexico), the Ley de Inversión Extranjera
(the Foreign Investment Law of Mexico) and the Ley



 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


39

















 


Federal de Telecomunicaciones (the Federal
Telecommunications Law of Mexico) relating to the Company.


 


Section 5.4                 No Conflict; Required
Filings and Consents (a)             The execution, delivery and performance by such
Buyer of this Agreement and the consummation by such Buyer of the transactions
contemplated hereby, do not and will not:


 


(i)                            conflict with
or violate the certificate of incorporation or by-laws of such Buyer;


 


(ii)                           conflict with
or violate any Law applicable to such Buyer or by which any property or assets
of such Buyer is bound or affected; or


 


(iii)                          conflict with,
result in any breach of, constitute a default (or an event that, with notice or
lapse of time or both, would constitute a default) under, or cause or permit
the acceleration of the maturity of, or give rise to any right of termination,
cancellation, imposition of fees or penalties under, or require any consent of
any Person pursuant to, any material Contract to which such Buyer is a party or
by which any assets and properties of such Buyer is bound or affected;


 


except, in the case of
clause (iii) above, to the extent that any such conflicts,
violations, breaches, defaults or other occurrences would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect with
respect to such Buyer or that arise as a result of any facts or circumstances
relating to the Sellers, the Company or any of their Affiliates.


 


(b)                                         Such Buyer is
not required to file, seek or obtain any material notice, authorization,
approval, order, permit, action or consent of or with any Governmental
Authority in connection with the execution, delivery and performance by the
Buyer of this Agreement or the consummation of the transactions contemplated
hereby, except:  (i) any filings and
notifications required to be made (A) with COFECO under the Ley Federal de Competencia Económica (the
Federal Economic Competition Law of Mexico) and its regulations as amended and (B) under
any other applicable antitrust or competition Laws; (ii) such filings with
and consents of (A) the SCT with the opinion of COFETEL under the
Concessions and under the Ley Federal de
Telecomunicaciones (the Federal Telecommunications Law of Mexico)
and its regulations as amended, and other applicable telecommunications Laws of
Mexico, (B) the Federal Communications Commission of the United States and
(C) any other applicable communications Governmental Authority as may be
required (including any notifications or other filings that do not require
consents); (iii) the Revised Neutral Share Approval and such other filings
with, clearance of, and consents of the ME as may be required under the Ley de Inversión Extranjera (the Foreign
Investment Law of Mexico) and its regulations, as amended; (iv) such
filings as may be required by any applicable securities Laws; or (v) to
the extent necessary as a result of any facts or circumstances relating to the
Sellers, the Company or any of their Affiliates.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


40






 












 


Section 5.5                             LitigationExcept as set
forth in Schedule 5.5, as of the date hereof, there is no Action by
or against such Buyer or any of its Subsidiaries pending or, to the knowledge
of such Buyer, threatened that would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect with respect to such Buyer or
affect the legality, validity or enforceability of this Agreement or the
consummation of the transactions contemplated hereby or thereby.


 


Section 5.6                             FinancingSuch Buyer has
sufficient funds to permit such Buyer to consummate the transactions
contemplated by this Agreement. 
Notwithstanding anything to the contrary contained herein, the parties
acknowledge and agree that it shall not be a condition to the obligations of such
Buyer to consummate the transactions contemplated hereby that such Buyer have
sufficient funds for payment of its Allocable Share of the Total Cash to be
Made Available by the Buyers.


 


Section 5.7                             BrokersExcept for
Deutsche Bank Securities and Peter J. Solomon Company, the fees of which
will be paid by the Buyers, no broker, finder or investment banker is entitled
to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf
of the Buyers.


 


Section 5.8                             Investment
IntentSuch Buyer is acquiring the Shares for its own account for investment
purposes only and not with a view to any public distribution thereof or with
any intention of selling, distributing or otherwise disposing of the Shares in
a manner that would violate the Securities Act of 1933, as amended, or the rules and
regulations thereunder, or any applicable securities or “blue sky” Laws.  Such Buyer agrees that the Shares may not be
sold, transferred, offered for sale, pledged, hypothecated or otherwise
disposed of other than in accordance with the Securities Act of 1933, as
amended, or the rules and regulations thereunder, or any applicable
securities or “blue sky” Laws.  Such
Buyer is able to bear the economic risk of holding the Shares for an indefinite
period (including total loss of its investment), and (either alone or together
with its Representatives) has sufficient knowledge and experience in financial
and business matters so as to be capable of evaluating the merits and risk of
its investment.


 


Section 5.9                             Buyers’
Investigation and RelianceSuch Buyer is a
sophisticated purchaser and has made its own independent investigation, review
and analysis regarding the Company and its Subsidiaries and the transactions
contemplated hereby, which investigation, review and analysis were conducted by
such Buyer with expert advisors, including legal counsel, that it has engaged
for such purpose.  Such Buyer is not
relying on any statement, representation or warranty, oral or written, express
or implied, at law or in equity, made by Seller or the Company or any of their
Affiliates or Representatives in respect of the Shares, the Company, the
Company’s Subsidiaries, or any of the Company’s or the Company’s Subsidiaries’
respective businesses, assets, liabilities, operations, prospects or condition
(financial or otherwise), except for the representations, warranties and
covenants expressly set forth in this Agreement, the Disclosure Schedules and
in any certificate delivered pursuant to Section 7.3(c).  No Representative of Seller, the Company or
the Company’s Subsidiaries has authority, express or implied, to make any
representations, warranties or agreements, except as expressly set forth in
this Agreement, and subject to the limitations provided herein.  Such Buyer acknowledges and agrees that each
Seller and the Company have specifically disclaimed any such other 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


41

















 


representation or warranty made by any Person.  All representations and warranties set forth
in this Agreement are contractual in nature only.  Neither of the Sellers, nor the Company, nor
any of their respective Affiliates or Representatives shall have any liability
to such Buyer or any of its Affiliates or Representatives resulting from the
use of any information, documents or materials made available to such Buyer,
whether orally or in writing, in any confidential information memoranda, “data
rooms”, management presentations, due diligence discussions or in any other
form in expectation of the transactions contemplated by this Agreement.  Neither of the Sellers nor the Company nor
any of their Affiliates or Representatives is making, directly or indirectly,
any representation or warranty with respect to any estimates, projections or
forecasts involving the Company and its Subsidiaries.  Such Buyer acknowledges that there are inherent
uncertainties in attempting to make such estimates, projections and forecasts
and that it takes full responsibility for making its own evaluation of the
adequacy and accuracy of any such estimates, projections or forecasts
(including the reasonableness of the assumptions underlying any such estimates,
projections and forecasts).  Such Buyer
acknowledges that, should the Closing occur, such Buyer shall acquire the
Company and its Subsidiaries through acquisition of the Shares without any
representation or warranty, including, without limitation, any representation
and warranty as to merchantability or fitness for any particular purpose of
their respective assets, on an “as is” and “where is” basis, except as
expressly set forth in Articles III and IV of this
Agreement, the Disclosure Schedules and in any certificate delivered pursuant
to clause (i) of Section 7.3(c).


 


ARTICLE VI

COVENANTS


 


Section 6.1                             Conduct of
Business Prior to the ClosingBetween the date of this
Agreement and the Closing Date, except as required under the Satellite
Construction ATP or the Satellite Construction Agreement or as set forth in Schedule 6.1
or in any line item of the budget attached as Annex B hereto, unless Bidder shall
otherwise agree in writing, the business of the Company and its Subsidiaries
shall be conducted only in the ordinary course of business in all material
respects consistent with past practice, and the Company and its Subsidiaries
shall use their respective commercially reasonable efforts to (a) preserve
the business organization of the Company and its Subsidiaries in all material
respects, (b) cause the Adjusted
Working Capital of the Company and its Subsidiaries to be within 5% (plus or
minus) of the Target Working Capital upon the Closing; provided that any
amounts paid or owed to a vendor in connection with the entry into or
performance under the Satellite Construction ATP or the Satellite Construction
Agreement in accordance with Section 7.3(i) shall not be
counted for purposes of determining the amount of Adjusted Working Capital (and
in all cases shall be deemed to be capital expenditures for purposes of this
Agreement, irrespective of the treatment thereof under GAAP), (c) continue
to make capital expenditures sufficient to satisfy the Minimum Capital Expenditures (including the Minimum Engineering
and Operations Capital Expenditures)
between the date hereof and the Closing Date and (d) comply in all
material respects with all Laws applicable to the business or operations of the
Company and its Subsidiaries and, following receipt of any notice from any
Governmental Authority or other Person alleging any material violation of any
such Law, shall promptly give the Buyers copies thereof.  Without limiting the generality of the
foregoing, and except as contemplated or required by this Agreement (x) including
any action taken with respect to the Debt Offers (including, without
limitation, entry into any Lockup 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


42

















 


Agreement or any non-disclosure agreement, with holders of Notes or
Shares or the Trusts’ Beneficiaries), or (y) as otherwise set forth in Schedule 6.1,
in each case between the date of this Agreement and the Closing Date, without
the prior written consent of Bidder (in its sole and absolute discretion),
neither the Company nor any of its Subsidiaries will:


 


(a)                                         take any
material actions that are outside of the ordinary course of business of the
Company or its Subsidiaries, other than entry into the Satellite Construction
ATP or the Satellite Construction Agreement in accordance with Section 7.3(i);


 


(b)                                         amend or
otherwise change their estatutos sociales
(by-laws) or other organizational documents (other than as required by Law),
other than as necessary or appropriate to effect the Series N Share
Conversion;


 


(c)                                         declare, set
aside, make or pay any dividend or other distribution, payable in cash, stock,
property or otherwise, or make any other payment on or with respect to any of
its capital stock, except for dividends by any direct or indirect wholly owned
Subsidiary of the Company to the Company;


 


(d)                                         issue,
reclassify, combine, split, subdivide or redeem, or purchase or otherwise
acquire, directly or indirectly, any ownership interest in the Company or its
Subsidiaries, or make any other change with respect to the capital structure of
the Company or any Subsidiary or modify any ownership interests or any option,
warrant, convertible or exchangeable security or right relating thereto of or
pledge or otherwise encumber any ownership interest in the Company or any
Subsidiary;


 


(e)                                         make any
changes in the lines of business in which the Company or its Subsidiaries
participate or are engaged as of the date hereof;


 


(f)                                          acquire
(whether by merger, consolidation or acquisition of stock or assets or
otherwise) any corporation, partnership, limited liability company, other
business organization or division thereof or any assets other than in the
ordinary course of business, in each case that is material, individually or in
the aggregate, to the Company and its Subsidiaries taken as a whole;


 


(g)                                         adopt a plan of
complete or partial liquidation, reorganization, dissolution, merger,
consolidation or recapitalization of the Company or any of its Subsidiaries;


 


(h)                                           incur any Indebtedness
(other than purchase money Indebtedness incurred in the ordinary course of
business and accrued interest under the First Priority Notes and Second
Priority Notes);


 


(i)                                            enter into (i) any
satellite capacity Contract other than, with respect to this clause (i) only,
such Contracts that are entered into in the ordinary course of business on
terms consistent with past practice; provided, that any such Contract to
be entered into outside of the ordinary course of business or on terms not
consistent with past practice shall require the prior written consent of Bidder
(not to be unreasonably withheld), 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


43

















 


(ii) any Contract for
the purchase of a new satellite other than the Satellite Construction ATP or
the Satellite Construction Agreement, which shall only be entered into in
accordance with Section 7.3(i), (iii) any Contract for the
sale or lease of a Company Satellite; provided, that the Company may
enter into a Contract providing for the sale or lease of Solidaridad 2 upon receiving the prior
written consent of the Buyers (not to be unreasonably withheld), or (iv) any
other Contract with any Person other than, with respect to this clause (iv) only,
Contracts that (A) are entered into in the ordinary course of its business
and (B) do not impose payment obligations on the Company or its
Subsidiaries of more than $500,000 and (C) do not have a term of longer
than one year;


 


(j)                                            amend or modify
in any material respect, or terminate, violate, breach or default under, any
Concession;


 


(k)                                           amend or modify
in any material respect or terminate any Material Contract;


 


(l)                                            with respect to
capital expenditures that are not included in the budget as reflected on Annex B hereto, authorize, or make any
commitment with respect to, any single capital expenditure that is in excess of
$1,000,000 or capital expenditures that are, in the aggregate, in excess of
$2,000,000 for the Company and its Subsidiaries taken as a whole;


 


(m)                                          fail to
exercise any rights of renewal with respect to any material Leased Real
Property that by its terms would otherwise expire;


 


(n)                                           (i)  grant
or announce any increase in the salaries, bonuses, severance or other benefits
payable by the Company or any of its Subsidiaries to any of their officers,
directors or employees or (ii) grant any increase in any pension,
retention, insurance or other benefit payment or arrangement (including awards,
option grants or appreciation rights) made to or with any of their officers,
directors or employees, other than, in each case of (i) and (ii),
customary increases in the ordinary course of business consistent with past
practice or to the extent that the Company or any of its Subsidiaries are
contractually obligated to do so or are required to do so by applicable Law;


 


(o)                                           establish any
compensation or benefit plan, program, policy, practice, arrangement or
agreement on behalf of any individual providing services to the Company or any
of its Subsidiaries, other than in the ordinary course of business consistent
with past practice;


 


(p)                                           (i) permit
any material change that is outside the ordinary course of business in (A) any
pricing, investment, accounting, financial reporting, inventory, credit,
allowance or Tax practice, method or policy of the Company or its Subsidiaries,
or (B) any method of calculating any bad debt, contingency or other
reserve of the Company or its Subsidiaries for accounting, financial reporting
or Tax purposes, (ii) permit any change in the fiscal year of the Company
or its Subsidiaries except as required by GAAP or (iii) take any action
that could cause a change in domicile or place of residence of the Company or 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


44

















 


any of its Subsidiaries for
tax purposes, or cause the Company or any of its Subsidiaries to be subject to
Taxes in a jurisdiction to which it had not been previously subject to Taxes;


 


(q)                                           (i) make,
change or revoke any material election (including any annual tax accounting
period or method of tax accounting) relating to Taxes, (ii) settle or
compromise any material claim relating to Taxes, (iii) prepare any Returns
in a manner that is inconsistent with the past practice with respect to the
treatment of items on such Returns, (iv) incur any liability for Taxes
other than in the ordinary course of business or (v) file an amended
Return or a claim for refund;


 


(r)                                            materially
modify its collection practices for any receivable or other right to payment or
its payment practices for any payable from past practices in the ordinary
course of business;


 


(s)                                           change the
orbital location of or de-orbit any Company Satellite, except that a Company
Satellite may be moved or de-orbited in the case of a commercial transaction (provided
that such change does not cause a Material Adverse Effect with respect to the
Company; provided  further that Bidder’s consent thereto has been
obtained, such consent to be determined in Bidder’s sole and absolute
discretion), urgent operational circumstances, such as necessitated by a major
failure, a demand by a Governmental Authority requiring immediate action, or a
similar requirement beyond the Company’s control;


 


(t)                                            dispose of or
incur any Encumbrance (other than a Permitted Encumbrance) on any assets or
properties of the Company or any of its Subsidiaries (including any Company
Satellite) in excess of $200,000, other than (i) sales or transfers of inventory
or accounts receivable in the ordinary course of business consistent with past
practice, (ii) in connection with any casualty or (iii) to the extent
obsolete or no longer needed;


 


(u)                                           voluntarily
purchase, cancel, prepay or otherwise provide for a complete or partial
discharge in advance of a scheduled payment date with respect to, or waive any
right of the Company and its Subsidiaries under, any Indebtedness of or owing
to the Company and its Subsidiaries;


 


(v)                                           (i) settle
or compromise any pending or threatened litigation with any Person, which
settlement involves equitable relief or a payment in excess of $500,000
individually or in the aggregate, which is not covered by insurance or is
covered by insurance which contains a retroactive premium adjustment, (ii) initiate
or join any material Action or (iii) pay, discharge or satisfy any
material claim or liability other than in the ordinary course of business
consistent with past practice;


 


(w)                                          grant any
license or sublicense, or dispose of, sell, encumber or otherwise transfer any
rights under or with respect to any material Intellectual Property of the
Company or its Subsidiaries, other than non-exclusive licenses granted in the
ordinary course of business;


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


45

















 


(x)                                            cancel any
material insurance policies, or fail to renew any material insurance policies
upon expiration or termination with substantially the same levels of coverage
as the insurance afforded under the Contracts listed in Schedule 4.12
of the Disclosure Schedules, or fail to cause any and all benefits under such
Contracts with respect to the business, operations, employees, properties or
assets of the Company and its Subsidiaries to be paid or payable (whether
before or after the date of this Agreement) to the Company and its Subsidiaries
in accordance with the terms of such Contracts; provided, that if the
annual premiums for such coverage and amount of insurance would exceed 100% of
such current annual rate, the Company and its Subsidiaries shall provide the
maximum coverage which shall then be available at an annual premium equal to
100% of such rate; or


 


(y)                                           enter into any
Contract to do or engage in any of the foregoing.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


46

















 


Section 6.2                 Covenants Regarding
InformationFrom the date hereof until the Closing Date, to the
extent permitted by applicable United States export control Laws and the
Company TAAs in place and upon reasonable notice, the Company and its
Subsidiaries shall afford the Buyers and their Representatives reasonable
access to the Representatives, assets, properties and books and records
(including Returns, Tax information and records) of the Company and each of its
Subsidiaries, the Company and its Subsidiaries shall furnish the Buyers with
all such information and data (including copies of Contracts and such other
financial, operating and other data and information as the Buyers may
reasonably request) and shall reasonably assist and cooperate with the Buyers
and, subject to the reasonable consent of the Company as to the choice of an
independent consultant, any Person who might perform any testing or have access
to any information, including without limitation, any independent consultant
conducting tests and confirmatory audits of the propellant or bi-propellant
status and the Available Satellite Operational Capability of the Company
Satellites (and shall permit the Buyers to observe such tests and audits); provided,
however, that any such testing, audits and accessing or furnishing of
information (other than testing conducted pursuant to Section 6.2(b))
shall be conducted at the Buyers’ expense, during normal business hours, under
the supervision of the Company’s personnel and in such a manner as not to
interfere with the normal operations of the Company and its Subsidiaries or
with the operation or use (including by the Company’s customers) of the Company
Satellites or risk harm to them; and, provided, further, that
except as provided in Section 6.2(b) below, nothing herein,
including any consent that may be given by the Company for the conduct of
particular tests or audits, shall be deemed to bind the Company or any Seller
to any conclusion that either any Buyer or consultant may derive from such
testing or audits.  To the extent
permitted by applicable United States export control Laws, the Company and the
Sellers shall be provided with all copies of instructions, descriptions of
methodology to be performed, test and audit results, all draft instructions,
methodologies, reports and any other documents prepared by any Buyer or any
consultant with regard to such tests and audits. Notwithstanding anything to
the contrary in this Agreement, neither Company nor its Subsidiaries shall be
required to disclose any information to the Buyers or their Representatives if
such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize
any attorney-client or other legal privilege or (ii) violate any
applicable Laws, fiduciary duty or binding agreement entered into prior to the
date hereof.


 


(b)                                         Subject to the
provisions of Section 6.2(a) above, the Company shall, within
10 Business Days of the Execution Date, retain an Approved Consultant to
conduct a bookkeeping audit of the Company’s calculation of available fuel
propellant or bi-propellant on Satmex 5 and Satmex 6 and a thermal (pvt) measurement of the available
fuel propellant or bi-propellant on Satmex 5.  As used herein, an “Approved Consultant”
shall be any of: (i) Comsat Technical Services or Lockheed Martin
Technical Services; (ii) the manufacturer of the applicable Company
Satellite; or (iii) an Affiliate of the manufacturer of the applicable
Company Satellite, which said manufacturer recommended in writing to both the
Buyers and the Company as the appropriate and qualified entity to conduct such
audit or testing.  The Approved
Consultant shall determine, in accordance with reasonable engineering standards
for professional satellite engineers, by written report to be issued to the
Buyers, the Company, and the Sellers as promptly as practicable, whether, and
only 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


47

















 


insofar as the accuracy of
the audit or tests employed allow for such a determination, there is a
deficiency of any amount with respect to Satmex 5 or of
twenty-five percent (25%) or more with respect to Satmex 6
(a “Major Fuel Deficiency”) in the amount of propellant or bi-propellant
available as compared to the amounts set forth in Schedule 4.15(a) of
the Disclosure Schedules, after first deducting from the latter the amount of
propellant or bi-propellant fuel required to operate the applicable Company
Satellite from the date of measurement shown in such schedule to such later
date as of which the Approved Consultant makes its determination of the available
propellant or bi-propellant on the applicable Company Satellite.  A determination made by an Approved
Consultant in accordance with this Section 6.2(b) shall be
binding upon all Parties hereto for purposes of Section 8.1(f)(ii).


 


(c)                                         In order to
facilitate the resolution of any claims made against or incurred by either
Seller (as it relates to the Company and its Subsidiaries), for a period of
five years after the Closing or, if shorter, the applicable period specified in
the applicable Buyer’s document retention policies, such Buyer shall (i) retain
the books and records relating to the Company and its Subsidiaries relating to
periods prior to the Closing and (ii) afford the Representatives of either
Seller reasonable access (including the right to make, at such Seller’s
expense, photocopies), during normal business hours, to such books and records;
provided, however, that such Buyer shall notify the Sellers in
writing at least 30 days in advance of destroying any such books and records
prior to the fifth anniversary of the Closing Date in order to provide the
Sellers the opportunity to copy such books and records in accordance with this Section 6.2(c).


 


Section 6.3                             Books and
RecordsThe Sellers shall prior to, or reasonably promptly after the Closing,
provide to the Buyers all of the books and records of the Company and its
Subsidiaries that are in the possession of the Sellers or their
Representatives; provided, that the Sellers shall be entitled to retain
copies of such books and records delivered to the Buyers pursuant to this Section 6.3
to the extent required by Law.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


48






 












 


Section 6.4                 Financial Statements and
Reports; Filings (a) With respect to financial statements of the
Company and its Subsidiaries for each fiscal semi-annual period and each fiscal
year as are filed in an SEC Document by the Company after the date of this
Agreement but before the Closing Date, as promptly as practicable upon the
filing by the Company of such SEC Document containing the same (and, in the
event that the Closing has not occurred on or prior to April 5, 2010, as
soon as reasonably practicable but in any event no later than three Business
Days prior to the Closing Date), the Company and its Subsidiaries will deliver
to the Buyers true and complete copies of (in the case of any such fiscal year)
the audited and (in the case of any such fiscal semi-annual period) the
unaudited balance sheets and the related audited or unaudited statements of
operations, shareholders’ equity and cash flows of the Company and its
Subsidiaries (including the consolidating schedules reflecting the independent
financial condition and results of operations of the Company), in each case as
of and for the fiscal year then ended or as of and for each such fiscal
semi-annual period and the portion of the fiscal year then ended, as the case
may be, together with the notes, if any, relating thereto, which financial
statements shall be prepared on a basis consistent with the Financial
Statements, with such changes as may be required under GAAP.


 


(b)                                         After the date
of this Agreement but before the Closing Date, as promptly as practicable (and
in no event later than 20 days from the last day of the preceding month), the
Company and its Subsidiaries will deliver to the Buyers true and complete
copies of final monthly consolidated financial statements of the Company and
its Subsidiaries relating to the business and operations of the Company and its
Subsidiaries.


 


(c)                                         As promptly as
practicable, the Company and its Subsidiaries will deliver copies of all Permit
applications and any other filings made by the Company and its Subsidiaries
after the date of this Agreement and before the Closing Date with any
Governmental Authority, other than publicly available SEC Documents.


 


Section 6.5                             Update of
Disclosure Schedules The Sellers and the Company shall have the right
from time to time prior to the Closing to supplement or amend the Disclosure
Schedules with respect to any matter hereafter arising or discovered which if
existing or known at the date of this Agreement would have been required to be
set forth or described in such Disclosure Schedules and also with respect to
events or conditions arising after the date hereof and prior to Closing.  Any such supplemental or amended disclosure
shall have no effect on any breach of any representation or warranty made in
this Agreement and shall not be deemed to have cured any such breach of
representation or warranty for purposes of determining whether or not the
conditions set forth in Article VII have been satisfied.  Nothing in this Agreement, including this Section 6.5,
shall imply that the Sellers or the Company is making any representation or
warranty as of any date other than the date of this Agreement and the Closing
Date.


 


Section 6.6                             Notification of
Certain MattersUntil the Closing, each party hereto shall promptly
notify the other parties in writing of any fact, change, condition,
circumstance or occurrence or nonoccurrence of any event of which it is aware
that will or could reasonably be 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


49

















 


expected to result in any of the conditions
set forth in Article VII of this Agreement becoming incapable of
being satisfied.


 


Section 6.7                             Affiliate
TransactionsExcept as set forth in Schedule 4.5(b) and
Schedule 4.10(a) of the Disclosure Schedules, immediately prior to
the Closing, all Indebtedness and other amounts owing under Contracts between
either Seller, or any officer, director or Affiliate of either Seller, on the
one hand, and the Company, on the other, will be paid in full or settled, and
the Company will terminate and will use its reasonable best efforts to cause
any such officer, director or Affiliate of either Seller to terminate each
Contract with the Company.  After the
date of this Agreement and prior to the Closing, the Company will not enter
into any Contract or amend or modify any existing Contract, and will not engage
in any transaction outside the ordinary course of business consistent with past
practice or not on an arm’s-length basis, with the Sellers or any such officer,
director or Affiliate of a Seller; provided that the entry into or
amendment or modification of any such Contract shall be subject to Bidder’s
prior written consent, such consent to be granted or withheld in Bidder’s sole
and absolute discretion.


 


Section 6.8                 Debt Offers (a)      Each party will provide the
Company with any information that may be reasonably requested in order to
effectuate the preparation of the Debt Offer Documents.  The Company will provide each other party and
their respective counsel with a reasonable opportunity to review the Debt Offer
Documents prior to the time such documents are first published, sent or given
to holders of the First Priority Notes and the Second Priority Notes.  The Company, the Buyers and the Sellers each
agree to correct any information provided by it for use in the Debt Offer
Documents that shall have become false or misleading in any material respect.


 


(b)                                         Upon the
commencement of the Debt Offers as contemplated by Section 2.3, the
Company shall publish, provide or deliver the Debt Offer Documents to holders
of the First Priority Notes and Second Priority Notes as required by applicable
Law.  The Debt Offers shall be conducted
in compliance with applicable Law.  The
Company, the Buyers and the Sellers each agree to use their respective
reasonable best efforts to consummate the Debt Offers and the Company shall
keep the Buyers reasonably informed of the status of the Debt Offers, including
by providing the Buyers with a schedule identifying the holders of First
Priority Notes and Second Priority Notes (i) who have either validly
tendered their notes in the Debt Offers (and are not entitled to withdraw their
tenders) or (ii) with whom Lockup Agreements have been executed, and to
the extent known to the Company, the overall percentage of First Priority Notes
and Second Priority Notes represented by such holders.  Subject to the terms of this Agreement and
the satisfaction or earlier waiver of all the conditions of the Debt Offers as
of the expiration date of the Debt Offers, the Company shall accept for
payment, the First Priority Notes and Second Priority Notes validly tendered
and not withdrawn pursuant to the Debt Offers simultaneously with the Closing.


 


Section 6.9                             No SolicitationIf this Agreement
is terminated prior to Closing, each Buyer will not, and will cause its
Affiliates to not, for a period of *** thereafter, without the prior written
consent of the Company, solicit any person who is an employee of the Company or
any of its Subsidiaries, at the date hereof or at any time hereafter that
precedes such termination, 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


50

















 


to terminate his or her employment with the
Company or its Subsidiaries unless (a) such employee shall have ceased to
be an employee of the Company or its Subsidiaries for a period of ***, (b) such
employee shall have responded to a general advertisement or solicitation of
employment not specifically directed toward employees of the Company or its
Subsidiaries or (c) such employee shall have initiated discussions with
such Buyer regarding employment without having first been solicited by such
Buyer or an agent of such Buyer.  Each
Buyer agrees that any remedy at law for any breach by such Buyer of this Section 6.9
would be inadequate, and that the Sellers and the Company would be entitled to
injunctive relief in such a case.  If it
is ever held that this restriction on a Buyer is too onerous and is not
necessary for the protection of the Company, such Buyer agrees that any court
of competent jurisdiction may impose such lesser restrictions which such court
may consider to be necessary or appropriate properly to protect the Company.


 


Section 6.10                           ConfidentialityEach party
hereto shall hold, and shall use its reasonable best efforts to cause its
Affiliates and Representatives to hold, in strict confidence from any Person
(other than any such Affiliate or Representative), unless (a) such Person
is a Trust Beneficiary, holder of First Priority Notes or Holder of Second
Priority Notes, or a Representative of any such Person, and only to the extent
that the Company determines that such disclosure is reasonably necessary, (b) compelled
to disclose by judicial or administrative process (including without limitation
in connection with obtaining the necessary approvals of this Agreement and the
transactions contemplated hereby of Governmental Authorities) or by other
requirements of Law or the rules of any applicable securities exchange or (c) disclosed
in an action or proceeding brought by a party in pursuit of its rights or in
the exercise of its remedies hereunder, all documents and information
concerning the other party or any of its Affiliates furnished to it by the
other party or such other party’s Representatives in connection with this
Agreement or the transactions contemplated hereby and with respect to the
Sellers, all documents and information concerning the Company and its
Subsidiaries, except to the extent that such documents or information can be
shown to have been (i) previously known by the Person receiving such
documents or information, (ii) in the public domain or otherwise lawfully
available to the public (either prior to or after the furnishing of such
documents or information hereunder) through no fault of such receiving Person
or (iii) later acquired by the receiving Person from another source if the
receiving Person is not aware that such source is under an obligation to
another party to keep such documents and information confidential; provided,
that following the Closing the foregoing restrictions will not apply to the
Buyers’ use of documents and information concerning the Company and its
Subsidiaries furnished by each Seller hereunder.  In the event the transactions contemplated by
this Agreement are not consummated, upon the request of the other party, each
party will, and will cause its Affiliates and Representatives to, promptly
redeliver or cause to be redelivered or destroyed all copies of documents and
information furnished by the other party in connection with this Agreement or
the transactions contemplated hereby and destroy or cause to be destroyed all
notes, memoranda, summaries, analyses, compilations and other writings related
thereto or based thereon prepared by the party furnished such documents and
information or its Representatives.  The
parties acknowledge and agree that either party may file this Agreement with
the U.S. Securities and Exchange Commission, provided that: (i) prior
to any such filing, the party that is filing the Agreement shall provide prior
notice of such to the other party; and (ii) the parties shall use
commercially reasonable efforts to agree on the portion hereof, if any, for
which confidential 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


51

















 


treatment will be requested.  This Section 6.10 supersedes and
replaces any prior confidentiality agreements or provisions binding between the
parties which are hereby terminated.


 


Section 6.11               Consents and Filings;
Further Assurances (a)               Each of the parties shall use its
commercially reasonable efforts to take, or cause to be taken, all appropriate
action to do, or cause to be done, all things necessary, proper or advisable
under applicable Law or otherwise to consummate and make effective the
transactions contemplated by this Agreement as promptly as practicable,
including to, jointly or individually, as may be required (i) obtain all
consents, approvals, authorizations, opinions, qualifications, orders and
clearance, without limitation, of COFECO, SCT, COFETEL, and ME under the Ley Federal de Competencia Económica (the
Federal Economic Competition Law of Mexico), the Concessions, the Ley Federal de Telecomunicaciones (the
Federal Telecommunications Law of Mexico), the
Ley de Inversión Extranjera (the
Foreign Investment Law of Mexico), and any other administrative Law in Mexico
or any other applicable Law as are necessary for the consummation of the
transactions contemplated by this Agreement, (ii) obtain from Governmental
Authorities and other Persons all other consents, approvals, authorizations,
qualifications and orders as are necessary for the consummation of the
transactions contemplated by this Agreement and (iii) promptly make all
necessary filings, and thereafter make any other required submissions, with
respect to this Agreement required under any applicable Law.  The Company, on the one hand, and the Buyers,
on the other hand, shall split the costs of all filing fees and other charges
for filing under applicable Laws by all parties, other than any fees, charges
or other costs associated with the addition of parties to the Company TAAs as
provided in Section 6.11(c). 
Notwithstanding the foregoing, nothing in this Agreement will require
the Buyers or any of their Affiliates to enter into any agreement, consent
decree or other commitment requiring the Buyers or any of their Affiliates to (A) divest
or hold separate (whether before or after the Closing) any assets of the
Buyers, the Company or its Subsidiaries, or any of their respective Affiliates,
(B) litigate, pursue or defend any Action challenging any of the
transactions contemplated by this Agreement as a violation of any antitrust or
competition Laws or (C) take any other action that would, individually or
in the aggregate, materially adversely affect either of the Buyers or any of
their Affiliates.  The Company hereby
agrees (and agrees to cause its Subsidiaries and their Representatives) to
cooperate with Buyer and its representatives in providing all information and
documents attributable to the Sellers, the Company or the Company’s
Subsidiaries or relating to the business that are required under applicable
Laws to submit requests for any consents, approvals, authorizations, opinions,
qualifications, orders and clearances required pursuant to applicable Laws.


 


(b)                                         Promptly
following the date hereof, the Sellers shall submit to DDTC a general
correspondence letter notifying DDTC of the nature of the transactions
contemplated under this Agreement, and seeking any authorizations required by
the ITAR in order to consummate and make effective the transactions
contemplated by this Agreement.


 


(c)                                         To the extent
the parties deem that it is necessary to do so, the Company and the Buyers
shall use commercially reasonable efforts and cooperate to effect the addition
of either or both of the Buyers as a party or parties to any of the Company 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


52

















 


TAAs listed on Schedule 6.11(c),
effective no earlier than, and conditioned upon, the Closing, provided
that such action is acceptable to the U.S. sponsors of the Company TAA at issue
and to DDTC.  The Buyers shall be
responsible for paying all filing and administrative fees associated with such
additions.


 


(d)                                         Each of the
parties shall promptly notify the other parties of any communication it or any
of its Affiliates receives from any Governmental Authority relating to the
matters that are the subject of this Agreement and permit the other parties to
review in advance any proposed communication by such party to any Governmental
Authority.  No party to this Agreement
shall agree to participate in any meeting with any Governmental Authority in
respect of any filings, investigation or other inquiry unless it consults with
the other parties in advance and, to the extent permitted by such Governmental
Authority, gives the other parties the opportunity to attend and participate at
such meeting.  Subject to Section 6.10,
the parties will coordinate and cooperate fully with each other in exchanging
such information and providing such assistance as the other parties may
reasonably request in connection with the foregoing and in seeking early
termination of any applicable waiting periods. 
Subject to Section 6.10, the parties will provide each other
with copies of all correspondence, filings or communications between them or
any of their Representatives, on the one hand, and any Governmental Authority
or members of its staff, on the other hand, with respect to this Agreement and
the transactions contemplated hereby.


 


Section 6.12                           Public
Announcements.  The parties
hereto shall consult with each other before issuing, and provide each other the
opportunity to review and comment upon, any press release or other public
statement with respect to the transactions contemplated hereby, and shall not
issue any such press release or make any such public statement prior to such
consultation, except as may be required to comply with any existing contractual
obligation or applicable Law.


 


Section 6.13               Employee Matters(a)


 


(i)                            For a period of
*** from the Closing Date, the Buyers shall, or shall cause the Company to,
provide to the employees or former employees (presently entitled to benefits)
of the Company or its Subsidiaries, following the Closing, compensation
(including performance-based incentive compensation) and employee benefits that
in the aggregate are comparable or superior to those currently provided by the
Company or its Subsidiaries to their employees, and except as otherwise
provided in Section 6.14, the Buyers shall, or shall cause the
Company to, provide to any such employee who is terminated during such period
following the Closing severance and benefits according to applicable Law.  For a period of *** from the Closing Date,
except as otherwise provided in Section 6.14, the Buyers shall, or
shall cause the Company or its Subsidiaries, as applicable, to, honor the terms
of existing employment, severance, change of control and salary continuation
agreements between the Company or any of its Subsidiaries and any current or
former officer, director, employee or consultant of the Company or any of its
Subsidiaries or group of such officers, directors, 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


53

















 


employees or consultants, in
each case, to the extent the Company or any of its Subsidiaries would have been
required to perform such agreement.  ***


 


(b)                                         For a period of
*** from the Closing Date, the Buyers shall, or shall cause the Company to,
honor all unused vacation, holiday, sickness and personal days accrued by the
employees of the Company or its Subsidiaries under the policies and practices
of the Company and its Subsidiaries.  In
the event of any change in the welfare benefits provided to any employee of the
Company or any of its Subsidiaries under any plan, the Buyers shall, or shall
cause the Company to, (i) waive all limitations as to preexisting
conditions, exclusions and waiting periods with respect to participation and
coverage requirements applicable to such employees and their covered dependents
under such plan (except to the extent that such conditions, exclusions or
waiting periods would apply under the Company’s or such Subsidiary’s then
existing plans absent any change in such welfare coverage plan) and (ii) provide
each such employee and his or her covered dependents with credit for any
co-payments and deductibles paid prior to any such change in coverage in
satisfying any applicable deductible or out-of-pocket requirements under such
new or changed plan.  The Buyers shall,
or shall cause the Company to, provide each employee of the Company or its
Subsidiaries with credit for all service with the Company and its Subsidiaries
under each employee benefit plan, policy, program or arrangement in which such
employee is eligible to participate, except to the extent that it would result
in a duplication of benefits with respect to the same period of services.


 


(c)                                         The parties
agree that the provisions of this Section 6.13 are not intended to,
and do not, limit any employee-related obligations of the Company and its
Subsidiaries that arise under applicable Mexican Law.


 


Section 6.14                           Change of
Control PaymentsAt or prior to the Closing, the Company shall pay or
cause to be paid all amounts payable under arrangements required to be disclosed
on Schedule 4.11(d) of the Disclosure Schedules pursuant to
the terms of such arrangements (without regard to enforceability or the
identity of the obligor) and shall cause the individuals receiving such amounts
to execute acknowledgements of their receipt thereof substantially in the form
of Exhibit H attached hereto.


 


Section 6.15           Directors’ and
Officers’ Insurance


 


***


 


Section 6.16                           Reports
Concerning Company Satellites.  After the date hereof and until the Closing,
as permitted by the Company TAAs in place, the Company shall continue to make
the Satellite Health Data available to the Buyers and shall deliver to the
Buyers (a) prompt notice of any changes to the Satellite Health Data and
any material anomalies affecting the Company Satellites of which the Company
has Knowledge and (b) monthly health and operational reports reflecting
the performance of the Company Satellites, including any material anomalies of
which the Company has Knowledge, during the preceding month.


 


Section 6.17                           ExclusivityThe Company and
the Sellers shall immediately cease any existing discussion or negotiation with
any Persons (other than the Buyers) conducted prior 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


54

















 


to the date of this Agreement with respect to any proposed, potential
or contemplated acquisition of the capital stock or assets and properties of
the Company (any such transaction not otherwise excluded by the following
clauses (i) and (ii), a “Potential Transaction”), other than
discussions and negotiations (i) with Trusts’ Beneficiaries, holders of
First Priority Notes, holders of Second Priority Notes and Representatives of
any such Persons with respect to the transactions contemplated by this
Agreement and (ii) regarding an Internal Restructuring that does not
constitute a Change of Control Transaction under clause (i) of the
definition thereof.  Other than as set
forth in clauses (i) and (ii) of the preceding sentence, the Company
and the Sellers shall refrain from taking, directly or indirectly, any action (x) to
solicit or initiate the submission of any proposal or indication of interest
relating to a Potential Transaction with any Person (other than the Buyers), (y) to
participate in any discussions or negotiations regarding, or furnish to any
Person any information with respect to, a Potential Transaction (or any
proposal or indication of interest relating thereto) with any Person (other
than the Buyers), or (z) to authorize, engage in or enter into any
agreement or understanding (other than with the Buyers) with respect to a
Potential Transaction (or any proposal or indication of interest relating
thereto).


 


Section 6.18                           Mexican Income
Tax.  Pursuant to Mexican Tax Laws,
the Buyers shall withhold from the Equity Purchase Price any Taxes required by
Law to be withheld from the sale of the Shares and report it to the relevant
Tax Authority within the term provided for under the Mexican Tax Laws,
delivering a copy of the relevant Return together with all its corresponding
attachments to the Sellers within five Business Days following the date on
which such payment is made to such Tax Authority.  Alternatively, where applicable by Law, if
the Sellers, the DBM Trust Beneficiaries or the FN Beneficiary, as the case may
be, elect to pay the Tax on the gain, then the Sellers shall within five
Business Days prior to the Closing provide to Buyers (a) written notice of
such election and (b) a draft of the independent accountant’s tax report
for the sale of the Shares (Dictamen Fiscal
por la enajenación de las acciones), and comply with all applicable
requirements set forth in Mexican Tax Laws, including designation of qualified
legal representatives where applicable, and pay the applicable Tax to each such
Tax Authority, if any, in accordance with the applicable provisions of the
Mexican Tax Laws.  If the Sellers elect
to pay the Tax on the gain, the Sellers will deliver to the Buyers, within 15
Business Days following the date on which the independent accountant’s tax
report for the sale of the Shares (Dictamen
Fiscal por la  enajenación de las
acciones) is filed with the Tax Authorities, (i) a copy of the
independent accountant’s tax report for the sale of Shares (Dictamen Fiscal por la enajenación de las acciones),
(ii) a copy of the notice of the election to pay the Tax on the gain duly
filed before the relevant Tax Authority and where applicable, a copy of the
designation of the legal representative, and (iii) a copy of the relevant
Return together with all attachments where the reporting and/or payment of the
Tax is evidenced.


 


Section 6.19                           Information
Supplied. The Company
shall only include in the Debt Offer Documents or any amendment or supplement
thereto information about Bidder that is attached hereto as Annex C and such
other information about the Buyers as the Buyers consent to in their sole and
absolute discretion.  At the time the
Debt Offer Documents are first published, sent or given to holders of the First
Priority Notes or the Second Priority Notes and at the expiration of the Debt
Offer, the information in the Debt Offer Documents provided by the Buyers for
inclusion therein shall not contain any incorrect or untrue statement of a
material fact 


 










***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


55

















 


or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


Section 6.20                           Fulfillment of
Conditions.  The parties
hereto will each take all commercially reasonable steps necessary or desirable
and proceed diligently and in good faith to satisfy each condition to their respective
obligations contained in this Agreement. 
After the Closing each party hereto will execute and deliver (a) such
further instruments and all documents of conveyance and transfer of the Shares
or (b) if applicable, any documentation or certificates required under
applicable Laws for the release (finiquito)  and cancellation of any Permitted
Encumbrances over the assets and properties of the Company or any of its
Subsidiaries, in each case, as any other party may reasonably request to
effect, consummate, confirm or evidence the consummation of the transactions
contemplated hereby; provided that the Buyers shall not be required to
take any action that would, individually or in the aggregate, materially
adversely affect either of the Buyers or any of their Affiliates.


 


Section 6.21                           Bidder GuarantyThe Bidder
Guarantor hereby unconditionally and irrevocably guarantees to the Sellers and,
prior to the Closing, the Company full and prompt payment of any and all
payment obligations of the Buyers under this Agreement and any and all expenses
(including attorneys’ fees) reasonably incurred by the Sellers and, prior to
the Closing, the Company to enforce their rights under this Section 6.21
(the “Guaranteed Obligations”). 
This is an absolute, unconditional and continuing guarantee of payment
and not of collectability, and it shall remain in full force and effect until
the earlier of the date on which (a) the Guaranteed Obligations have been
paid in full, (b) the Closing has occurred or (c) this Agreement is
terminated by a Buyer in accordance with its terms, at which time this
guarantee shall terminate and be of no further force and effect.  A separate action or actions to enforce this Section 6.21
may be brought and prosecuted against the Bidder Guarantor whether or not any
action is brought or prosecuted against either Buyer or any other Person or
whether either Buyer or any other person is joined in any such action or
actions.  The Bidder Guarantor waives
promptness, diligence, notice of the acceptance of this guaranty and of the
Guaranteed Obligations, presentment, demand for payment, notice of
non-performance, default, dishonor and protest, notice of the incurrence of the
Guaranteed Obligations and all other notices of any kind, and all suretyship
defenses generally.  Notwithstanding
anything contained herein to the contrary, the Bidder Guarantor shall be
entitled to assert any and all defenses, including fraud and willful misconduct
by the Company or any of its Affiliates, to the payment of the Guaranteed
Obligations that are available to the Buyers under this Agreement.  The Bidder Guarantor acknowledges that it
will receive substantial direct and indirect benefits from the transactions
contemplated by this Agreement and that the waivers set forth in this guaranty
are knowingly made in contemplation of such benefits.


 


Section 6.22                           Third Party
Expense StatementsThe Company shall cause each of the Persons listed
on Schedule 6.22 to deliver to the Buyers, following the close of
business on the Business Day (a) two Business Days prior to March 31,
2010, (i) a true and complete statement setting forth the aggregate amount
of the accrued and unpaid Professional Services Fees due to such Person for
professional services delivered through such day and (ii) a reasonable estimate
of the Professional Services Fees for all professional services to be rendered
by such Person in the period from such day through the Closing Date, (b) two
Business Days 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


56

















 


prior to the Determination Date, as defined in Section 8.1(i) below,
(i) a true and complete statement setting forth the aggregate amount of
the accrued and unpaid Professional Services Fees due to such Person for
professional services delivered through such day and (ii) a reasonable
estimate of the Professional Services Fees for all professional services to be
rendered by such Person in the period from such day through the Projected
Closing Date, as defined in Section 8.1(i) below, and (c) preceding
the Closing Date, a true and complete statement setting forth the aggregate
amount of the Professional Services Fees due to such Person.


 


Section 6.23                           Approved BankThe Company
will work with the Technical Committee to retain a bank that is an “Approved
Bank” (as such term is currently defined in Clause 1 of the DBM Trust) for
purposes of issuing the fairness opinion pursuant to Clause 11 of the DBM
Trust.


 


Section 6.24                           MXJV Partner.Within 30 days
of the Execution Date, Bidder shall use commercially reasonable efforts to: (i) cause
the formation of the MXJV with the MXJV Partner; and (ii) cause the MXJV
to execute the Joinder Agreement, at which time the MXJV shall become a party
to, and shall be bound by, this Agreement, and all references herein to the “Buyers”
shall be to Bidder and MXJV; provided, that, until the execution of the
Joinder Agreement by the MXJV, all references to the “Buyers” herein
shall be to Bidder.


 


ARTICLE VII

CONDITIONS TO CLOSING


 


Section 7.1                             General
Conditions.  The
respective obligations of the Buyers, the Sellers and the Company to consummate
the transactions contemplated by this Agreement shall be subject to the
fulfillment, at or prior to the Closing, of each of the following conditions,
any of which may, to the extent permitted by applicable Law, be waived in
writing by any party in its sole and absolute discretion (provided, that
such waiver shall only be effective as to the obligations of such party):


 


(a)                                         No
Violation.  No Governmental
Authority shall have enacted, issued, promulgated, enforced or entered any Law
(whether temporary, preliminary or permanent), that is then in effect and that
enjoins, restrains, makes illegal or otherwise prohibits the consummation of
the transactions contemplated by this Agreement or which would result in a
material diminution of the benefits of the transactions contemplated by this
Agreement to the Buyers.


 


(b)                                         Governmental
Approvals.  Any waiting
period (and any extension thereof) under any antitrust or competition laws
applicable to the transactions contemplated by this Agreement shall have
expired or shall have been terminated. 
All other material consents of, approvals and actions of, or
registrations, declarations or filings with, and notices to any Governmental
Authority legally required for the consummation of the transactions
contemplated by this Agreement, including, without limitation, the consents of,
approvals and actions of, or registrations, declarations, opinions or filings
and notices listed in Schedule 7.1(b), (i) shall have been
duly obtained, made or given, or any related constructive approval (afirmativa ficta) shall have been
confirmed by proper legal means, or any constructive disapproval (negativa ficta) shall have been duly
contested and duly 


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


57

















 


reversed in a final and
non-appealable decision when applicable consistent with Sections 6.11
and 8.1 of this Agreement, (ii) shall not include any condition
that would cause a Material Adverse Effect with respect to the Company or cause
a material and adverse effect with respect to the Buyers, (iii) shall not
be subject to the satisfaction of any condition that has not been satisfied or
waived in writing by a Governmental Authority and (iv) shall be in full
force and effect.


 


(c)         Corporate
Approvals.  All of the
following corporate approvals and consents required for the consummation of the
transactions contemplated by this Agreement shall have been obtained or duly
waived by the corresponding parties: (i) a written recommendation from the
Technical Committee of the DBM Trust to sell the Shares held by the DBM Trust,
accompanied by a fairness opinion issued by an Approved Bank (as defined in the
DBM Trust); (ii) a certificate from the Technical Committee of the DBM
Trust to the DBM Trust confirming and instructing the DBM Trust that it may
proceed with the sale of the Shares held by the DBM Trust, accompanied by the
written confirmation issued by Rubio, Villegas y Asociados, S.C., as counsel to
the Company, or other legal counsel appointed by the Technical Committee,
stating that all Permits required to consummate the sale of the Shares have
been obtained from and/or made with the proper Governmental Authorities (as
defined in the DBM Trust); (iii) a notice from the DBM Trust to the FN
Trust stating that all conditions set forth in the DBM Trust and in the FN
Trust to sell the Shares have been satisfied, accompanied by the written
confirmation issued by Rubio, Villegas y Asociados, S.C., as counsel to the
Company, or other legal counsel appointed by the Technical Committee, stating
that all Permits required to consummate the sale of the Shares have been obtained
from and/or made with the proper Governmental Authorities (as defined in the
DBM Trust); and (iv) a copy, certified by a Mexican Notary Public (copia certificada por Notario Público), of
the minutes evidencing the resolutions duly and validly adopted by the board of
directors of the Company reflecting (A) the approval of the terms and
conditions of the Debt Offers by at least two members of the board of directors
of the Company appointed by the holders of Series A shares of the Company
and (B) the Requisite Series B Consent to the terms and conditions of
the Debt Offers.


 


(d)           Third
Party Consents.  All consents
of third parties required for the consummation of the transactions contemplated
by this Agreement listed on Schedule 7.1(d) of the Disclosure
Schedules (i) shall have been obtained and be in full force and effect and
(ii) shall not be subject to the satisfaction of any condition that has
not been satisfied or waived.


 


(e)           Debt
Offer Consents.  At or prior
to the Closing Date, the requisite consents under the First Priority Indenture
and the Second Priority Indenture shall have been received in order to permit
the making and consummation of the Debt Offers on the Closing Date, and to
permit the Company and the trustees under the First Priority Indenture and the
Second Priority Indenture to execute and deliver the First Priority
Supplemental Indenture and the Second Priority Supplemental Indenture,
respectively, also on or before the Closing Date.


 






***Certain confidential portions of this
exhibit were omitted by means of redacting a portion of the text. 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.


 


58






 












 


(f)                                                                                                                                    Satellite
Transfer Approval.  The Company
shall have obtained United States government approval for transfer and export
of the Company Satellites and any other assets and properties, as applicable,
by the Company to the Buyers, if required pursuant to the ITAR, and as issued
by the DDTC.


 


(g)                                                                                                                                 Mexican
Foreign Investment Regulations.  The consummation by the parties hereto of the
transactions contemplated by this Agreement shall not be prohibited by, or be
subject to the satisfaction of any condition that has not been satisfied or
waived under (i) applicable Mexican Law (including foreign investment
regulations), (ii) the Revised Neutral Share Approval or (iii) the DBM
Trust.


 


(h)                                                                                                                                 No
Litigation.  No Action
by any Governmental Authority shall have been instituted or threatened which
questions or challenges the validity of, or seeks to enjoin, the consummation
of the transactions contemplated by this Agreement.


 


Section 7.2                                      Conditions to
Obligations of the Sellers and the Company The obligations of the
Sellers and the Company to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment, at or prior to the Closing, of
each of the following conditions, any of which may be waived in writing by the
Sellers and the Company in their sole and absolute discretion:


 


(a)                                                                                                                            Representations
and Warranties; Covenants.  The
representations and warranties of the Buyers contained in this Agreement or any
certificate delivered pursuant hereto shall be true and correct both when made
and as of the Closing Date, or in the case of representations and warranties
that are made as of a specified date, such representations and warranties shall
be true and correct as of such specified date, except where the failure to be
so true and correct (without giving effect to any limitation or qualification
as to “materiality” (including the word “material”) or “Material Adverse Effect”
set forth therein) would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Buyers.  The Buyers shall have performed in all
material respects all obligations and agreements and complied with all
covenants and conditions required by this Agreement to be performed or complied
with by them prior to or at the Closing.


 


(b)                                                                                                                           Officers’
and Secretaries’ Certificates.  The Sellers and the Company shall have
received (i) an officer’s certificate from each of the Buyers, dated the
Closing Date and signed by a duly authorized officer of such Buyer
substantially in the form attached hereto as Exhibit F, pursuant to which such
officer certifies that the conditions described in Section 7.1(g)(i) and
this Section 7.2 with respect to such Buyer have been satisfied and
(ii) a secretary’s certificate from each of the Buyers, dated as of the
Closing Date and signed by its secretary, certifying as to such Buyer’s
incumbent officers, organizational documents, good standing and due
authorization.


 


Section 7.3                                      Conditions to
Obligations of the Buyers The obligations of the Buyers to consummate
the transactions contemplated by this Agreement shall be subject to the
fulfillment, at or prior to the Closing, of each of the following conditions,
any of which may be waived in writing by the Buyers in their sole and absolute discretion:


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


59

















 


(a)                                                                                                                            Representations
and Warranties; Covenants.  The
representations and warranties of the Sellers and the Company contained in this
Agreement or any certificate delivered pursuant hereto shall be true and
correct both when made and as of the Closing Date, or in the case of
representations and warranties that are made as of a specified date, such
representations and warranties shall be true and correct as of such specified
date, except where the failure to be so true and correct (without giving effect
to any limitation or qualification as to “materiality” (including the word “material”)
or “Material Adverse Effect” set forth therein) would not, individually or in
the aggregate, (i) with respect to the Company, reasonably be expected to
have a Material Adverse Effect on the Company or (ii) with respect to
either Seller, reasonably be expected to have a Material Adverse Effect on such
Seller.  The Sellers and the Company
shall have performed in all material respects all obligations and agreements
and complied with all covenants and conditions required by this Agreement to be
performed or complied with by them prior to or at the Closing (and shall have
complied in all respects with the covenants set forth in Section 6.1(c),
(h) and (l)).


 


(b)                                                                                                                           Material
Adverse Effect.  Since the date of this Agreement
there shall not have occurred a Material Adverse Effect with respect to the
Company.


 


(c)                                                                                                                            Officer’s
and Secretary’s Certificates.  The Buyers shall have received (i) an
officer’s certificate from the Company, dated the Closing Date and signed by a
duly authorized officer of the Company substantially in the form attached
hereto as Exhibit G, pursuant to which such officer certifies that the
conditions described in Sections 7.1(c) through 7.1(g) and
this Section 7.3 with respect to the Company have been satisfied
and (ii) a secretary’s certificate from the Company, dated as of the
Closing Date and signed by its secretary, certifying as to the incumbent
officers and due authorization of the Company and the organizational documents
and good standing of each of the Company and its Subsidiaries, as well as
setting forth the Company’s authorized, outstanding, fully subscribed and paid
Common Stock after giving effect to the Series N Share Conversion.


 


(d)                                                                                                                           Ancillary
Documents.  The Sellers
shall have delivered to the Buyers (i) a copy, certified by a Mexican
Notary Public (copia certificada por Notario
Público), of the minutes evidencing the resolutions duly and validly
adopted by the board of directors of the Company approving the Debt Offers and
redemption of debt according to the terms of this Agreement, (ii) a copy,
certified by a Mexican Notary Public, of the instruction letters, consents or opinions
or certificates issued by the Trusts’ Beneficiaries, any committees or from any
other Person (in each case as may be required by each of the FN Trust and the
DBM Trust) confirming to each of FN and DBM, in their capacity of trustee
thereunder, the duly and validly adopted decision, instruction or opinion to
execute this Agreement, carry out all acts necessary to transfer the Shares and
to carry out all acts to consummate the transactions contemplated under this
Agreement (including, without limitation, all actions necessary to undertake
the Series N Share Conversion) (iii) a copy, certified by a Mexican
Notary Public (copia certificada por Notario Público),
of the minutes evidencing the resolutions duly and validly adopted by the
competent shareholders’ meeting of the Company approving, by the requisite vote
of shareholders to authorize such actions (or by unanimous written consent of
the shareholders): (A) the amendment to the Company’s by-


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


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laws
(estatutos sociales) so that the former
comply with any conditions or requirements set forth in the Revised Neutral
Share Approval; (B) the Series N Share Conversion, including the
resulting cancellation of the share certificates representing the Cancelled
Shares and the issuance of the newly issued, fully subscribed and paid
Converted Series N Shares in favor of the applicable Seller so that immediately
following the Series N Share Conversion, pursuant to applicable Law, the
remaining Series A Shares shall represent 51% of the voting Common Stock
of the Company and five point one percent (5.1%) of the economic rights of the
total issued and outstanding Common Stock of the Company and the Series B
Shares shall represent forty-nine percent (49%) of the voting Common Stock of
the Company and four point nine percent (4.9%) of the economic rights of the
total issued and outstanding Common Stock of the Company; and (C) the
registration of the Series N Share Conversion in the Stock Registry Book (Libro de Registro de Accionistas) of the Company; provided,
however, that the resolutions taken by such shareholders’ meeting (or unanimous
written consent) approving the matters set forth in items (B) and (C) of
this clause (iii) shall be subject to the occurrence of the Closing, (iv) the
cancellation by the Secretary of the Board of the original share certificates
evidencing the Cancelled Shares, (v) the issuance by the Company of the
original certificates representing the Converted Series N Shares in favor
of the relevant Sellers, (vi) the registration of the Series N Share
Conversion in the Stock Registry Book (Libro de Registro de
Accionistas) of the Company, and (vii) the original
certificates representing the Shares of the Company duly endorsed in property
in favor of the Buyers, in accordance with Schedule 2.1, and the
books and records of the Company, which shall reflect entries evidencing, as
required under applicable Law, registration of the transfer of the Shares to
the Buyers contemplated hereby, in particular, the Stock Registry Book (Libro de Registro de Accionistas) of the
Company.


 


(e)                                                                                                                            Indentures.  The
First Priority Supplemental Indenture and the Second Priority Supplemental
Indenture shall have been entered into and shall have become effective (or
shall become effective upon Closing) in accordance with their respective terms.


 


(f)                                                                                                                                    First
Quarter Cash; Available Cash.  Within five Business Days after March 31,
2010, the Buyers shall have received, from the relevant banking and other
financial institutions in which the Company maintains its bank accounts,
written confirmation reasonably satisfactory to the Buyers of the amount of the
First Quarter Cash.  On the Closing Date,
the Buyers shall have received, from the relevant banking and other financial
institutions in which the Company maintains its bank accounts, written
confirmation reasonably satisfactory to the Buyers that, immediately prior to
the Closing, the Company and its Subsidiaries possess an aggregate amount of
cash and cash equivalents equal to the amounts set forth in the certificate
being delivered in accordance with Section 2.2(d).  The parties agree that “screen shots” showing such
account balances as of March 31, 2010 and the Closing Date or such other
means of validation as may be mutually agreed upon by the Company and Bidder
shall be deemed to be satisfactory written confirmation of such cash and cash
equivalent amounts.


 


(g)                                                                                                                                 Redemption
Amount.  After giving effect to (i) consummation
of the Debt Offers, (ii) payment of the Tender Price and (iii) the
payment of the Approved Equity 


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


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Sale
Price, the remaining portion of Total Cash to be Made Available by the Buyers
shall be not less than the Redemption Amount.


 


(h)                                                                                                                                 Tax
Election.  If the
Sellers, the DBM Trust Beneficiaries or the FN Beneficiary, as the case may be,
elect to pay the Tax on the gain, as described in Section 6.18, the
Sellers shall have delivered within five Business Days prior to the Closing to
Buyers (1) written notice of such election and (2) a draft of the
independent accountant’s tax report for the sale of the Shares (Dictamen Fiscal por la enajenación de las acciones).  If this information is not received by the
Buyers, the Buyers shall withhold from the Equity Purchase Price any Taxes as
if Sellers had not elected to be taxed on the gain.


 


(i)                                                                                                                                     Satellite
Construction.  The
Company: (i) shall have provided Bidder the opportunity, but not the
obligation, to participate in any and all negotiations and discussions with the
Satellite Vendor with respect to the design of the satellite and with respect
to the terms of the Satellite Construction ATP and the Satellite Construction
Agreement; and (ii) shall not have entered into the Satellite Construction
ATP or the Satellite Construction Agreement unless such agreement is in a form satisfactory
to Bidder in Bidder’s sole and absolute discretion.


 


(j)                                                                                                                                     Fuel
Test.  The Company shall have caused
an Approved Consultant to complete the actions set forth in Section 6.2(b).


 


ARTICLE VIII

TERMINATION


 


Section 8.1                                      Termination.  This Agreement may be terminated
at any time prior to the Closing:


 


(a)                                                                                                                            by mutual
written consent of the Buyers, the Sellers and the Company;


 


(b)                                                                                                                           (i) by the
Sellers or the Company, if either Buyer breaches or fails to perform in any
respect any of its representations, warranties or covenants contained in this
Agreement and such breach or failure to perform (A) would give rise to the
failure of a condition set forth in Sections 7.1 or 7.2, (B) cannot
be or has not been cured within 15 days following delivery of written notice by
either Seller or the Company of such breach or failure to perform and (C) has
not been waived by the Sellers and the Company or (ii) by the Buyers, if
either Seller or the Company breaches or fails to perform in any respect any of
its representations, warranties or covenants contained in this Agreement and
such breach or failure to perform (A) would give rise to the failure of a
condition set forth in Sections 7.1 or 7.3, (B) cannot
be or has not been cured within 15 days following delivery of written notice by
either Buyer of such breach or failure to perform and (C) has not been
waived by the Buyers;


 


(c)                                                                                                                            (i) by the
Sellers or the Company, if any of the conditions set forth in Section 7.1
or Section 7.2 shall have become incapable of fulfillment prior to the
date that is 180 days  after
the Execution Date or (ii) by the Buyers, if any of the conditions
set forth 


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


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in Section 7.1 or Section 7.3
shall have become incapable of fulfillment prior to the date that is 180 days
after the Execution Date; provided, that the right to terminate this
Agreement pursuant to this Section 8.1(c) shall not be
available if the failure of the party (in the case of the Sellers, including
for this purpose the Company) so requesting termination to fulfill any
obligation under this Agreement shall have been the cause of the failure of
such condition to be satisfied on or prior to such date;


 


(d)                                                                                                                           by any of the
Sellers, the Company or Bidder if the Closing shall not have occurred by the
date that is 270 days after the Execution Date  (the “Termination Date”); provided,
that the right to terminate this Agreement under this Section 8.1(d) shall
not be available if the failure of the party (in the case of the Sellers,
including for this purpose the Company) so requesting termination to fulfill
any obligation under this Agreement shall have been the cause of the failure of
the Closing to occur on or prior to such date;


 


(e)                                                                                                                            by any of the
Sellers, the Company or the Buyers in the event that any Governmental Authority
shall have issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the transactions contemplated
by this Agreement and such order, decree, ruling or other Action shall have
become final and nonappealable; provided, that the party so requesting
termination shall have complied with Section 6.11;


 


(f)                                                                                                                              by Bidder in
the event that: (i) either Satmex 5
or Satmex 6 suffers: (A) a
Total Loss; or (B) a Partial Loss resulting in a reduction in Available
Satellite Operational Capability as follows: (1) with respect to Satmex 5, any reduction; or (2) with
respect to Satmex 6, a reduction
of 8.92857% or more; or (ii) the Approved Consultant determines and
reports, in accordance with Section 6.2(b), the existence of a
Major Fuel Deficiency with respect to either Satmex 5
or Satmex 6; provided that the termination
right specified in this clause (ii) may be exercised, if at all, no later
than  ***;


 


(g)                                                                                                                                 by any of the
Sellers, the Company or Bidder in the event that, within 17 days after the
Execution Date, the requisite consents under the First Priority Indenture and
the Second Priority Indenture to permit the making of the Debt Offers by the
Company shall not have been received and Lockup Agreements have not been
executed by holders of at least a majority of the aggregate outstanding
principal amount of each of the First Priority Notes and the Second Priority
Notes;


 


(h)                                                                                                                           by Bidder, in
the event that, within five days after the date on which the requisite consents
under the First Priority Indenture and the Second Priority Indenture to permit
the making of the Debt Offers by the Company have been received and Lockup
Agreements have been executed by holders of at least a majority of the
aggregate outstanding principal amount of each of the First Priority Notes and
the Second Priority Notes, any of the documents evidencing the approvals
identified in Section 7.1(c)(i) or Section 7.1(c)(iv) have
not been duly obtained or waived in form and substance reasonably satisfactory
to the Buyers;


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


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(i)                                                                                                                               by any of the
Sellers, the Company or Bidder, in the event that, on or after the date that is
20 Business Days after the documents evidencing the approvals identified in Section 7.1(c)(i) or
Section 7.1(c)(iv) have been duly obtained or waived in form
and substance reasonably satisfactory to Bidder (the “Determination Date”),
Total Cash to be Made Available by the Buyers is less than the sum of (i) the
Tender Price, (ii) the Redemption Amount and (iii) the Approved
Equity Sale Price.  For purposes of this Section 8.1(i):


 


(A)                              the Tender
Price shall be determined based on the aggregate amount to be paid for all
First Priority Notes and Second Priority Notes (1) that have been validly
tendered in the Debt Offers and are not subject to withdrawal rights or (2) for
which Lockup Agreements have been executed, in each case as of the Determination
Date, provided that if the Minimum Condition in the First Priority Debt
Offer or Second Priority Debt Offer is not satisfied on the Determination Date
and a waiver of such Minimum Condition has not been approved by at least two of
the Series B Directors or any other party that is required to approve any
such waiver pursuant to the terms of any Lockup Agreement or the estatutos sociales (by-laws) of the Company, subclause (2) of
the first sentence of this clause (A), rather than subclause (1) of such
sentence, shall be applicable to the First Priority Notes or Second Priority
Notes, as applicable;


 


(B) the
Redemption Amount shall be determined on the basis that the Closing Date occurs
20 days after the Determination Date (the “Projected Closing Date”) with
the redemption date occurring two Business Days after the Projected Closing
Date; and


 


(C)                                the Total Cash
to be Made Available by the Buyers shall be determined assuming that:


 


(1)                                  Available Cash is
equal to:


 


(I)                                    the aggregate
amount of cash and cash equivalents of the Company, on a consolidated basis, as
of the close of business on the Business Day preceding the Determination Date,
including, without limitation, Subsidiary Cash; plus


 


(II)                                any amounts
paid to a vendor in connection with the entry into or performance under the
Satellite Construction ATP, in accordance with Section 7.3(i), on or prior
to the close of business on the Business Day preceding the Determination Date; plus


 


(III)                            any amounts
paid to a vendor in connection with the entry into or performance under the
Satellite Construction Agreement, in accordance with Section 7.3(i), on
or prior to the close of business on the Business Day preceding the
Determination 


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


64

















 


Date;
minus


 


(IV)                            the amount of
the Professional Services Fees (determined based upon invoices of each of the
Persons listed on Schedule 6.22 submitted on the Business Day preceding
the Determination Date setting forth (x) fees incurred for services
rendered through the close of business on the day two Business Days prior to
the Determination Date, and (y) a reasonable estimate of the fees for all
services to be rendered through the Projected Closing Date); minus


 


(V)                                the amount of
any insurance proceeds received by the Company or any of its Subsidiaries
between the date of the Balance Sheet and the Determination Date; minus


 


(VI)                            an amount equal
to the sum of the amounts set forth on Schedule 4.11(d), as may be
updated prior to the Determination Date, that remain unpaid as of the close of
business on the Business Day preceding the Determination Date; minus


 


(VII)                        any Satellite
Termination Fees received by the Company on or before the Business Day
preceding the Determination Date; minus


 


(VIII)                    the amount of any proceeds
received by the Company or any of its Subsidiaries from the sale or lease of Solidaridad 2 prior to the Determination Date; minus


 


(IX)                           payments
reasonably estimated by the Company to be made by the Company (x) to
vendors (other than payments in connection with the entry into or performance
under the Satellite Construction ATP or the Satellite Construction Agreement), (y) for
Taxes and (z) for employee salaries, in each case in the period after the Determination
Date and up to  the Projected Closing
Date; and plus


 


(X)                               payments
reasonably estimated by the Company to be received from the Company’s customers
in the period between the Determination Date and the Projected Closing Date,


 


(2)                                  Adjusted
Working Capital is determined as of the close of business on the Business Day
preceding the Determination Date,


 


(3)                                  all
calculations under clauses (iv) and (v) of “Total Cash to be Made
Available by the Buyers” shall be made as of the close of business on the
Business Day preceding the Determination Date, and


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


65

















 


(4)                                  clause (vii) of
the definition of “Total Cash to be Made Available by the Buyers” is equal to
half of the amount of any proceeds of any sale or lease of Solidaridad 2 received by the Company
prior to the Determination Date or to be received by it pursuant to binding
commitments on or prior to the Projected Closing Date (in either case, net of
Taxes required to be paid or accrued as a liability under GAAP, as a
consequence of such sale or lease, taking into consideration any available tax
credits or deductions);


 


(j)                                                                                                                               by Bidder in
the event that the Company has not entered into: (i) the Satellite
Construction ATP, in a form acceptable to Bidder in Bidder’s sole and absolute
discretion, by March 16, 2010; or (ii) the Satellite Construction
Agreement, in a form acceptable to Bidder in Bidder’s sole and absolute
discretion, within 60 days of the Execution Date; and


 


(k)                                                                                                                            by the Sellers
or the Company, if by 30 days after the Execution Date, Bidder shall have
failed to have caused the MXJV to deliver a Joinder Agreement executed by the
MXJV; provided that such termination right shall expire if not exercised by 35
days after the Execution Date.


 


The party seeking to terminate this Agreement
pursuant to this Section 8.1 (other than Section 8.1(a))
shall give prompt written notice of such termination to the other parties.


 


Section 8.2                                                  Effect of
Termination.


 


(a)                                                                                                                                  In the event
that this Agreement is terminated pursuant to Section 8.1, this
Agreement shall forthwith become void and there shall be no liability on the
part of any party except (i) to the extent that any payment obligation
arises under any of  Sections 8.2(b),
8.3(a), 8.3(b), 8.3(e) and 8.3(f), (ii) for
the provisions of Sections 3.6 and 5.7 relating to broker’s
fees and finder’s fees, Section 6.10 relating to confidentiality, Section 6.12
relating to public announcements, Article IX, General Provisions,
and this Section 8.2 and (iii) that nothing herein shall
relieve any party from liability for any willful breach by such party of this
Agreement or any agreement made as of the date hereof or subsequent thereto
pursuant to this Agreement.


 


(b)                                                                                                                                 In the event of
a termination of this Agreement pursuant to Sections 8.1(b)(ii) (due
to a willful breach of a covenant by a Seller or the Company), 8.1(g), 8.1(h),
8.1(i) or 8.1(j)(ii), the Company shall reimburse the Buyers
for the amount of their reasonable, documented out-of-pocket expenses incurred
in connection with this Agreement and the transactions contemplated hereby,
including, without limitation, attorneys’ fees, investment bankers’ fees (including
any fees specifically payable in connection with the termination of this Agreement),
accountants’ fees and travel expenses up to a maximum of $3,000,000. 
Payments made by the Company pursuant to this Section 8.2(b) along
with any payment(s) that may become due pursuant to Section 8.3(a) or
Section 8.3(b) shall be the sole and exclusive remedy of the
Buyers for damages against the Sellers, the Company and any of the Company’s
Subsidiaries with respect to such 


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


66

















 


termination
or any breach, other than a willful breach, of any covenant or agreement giving
rise to such reimbursement.


 


Section 8.3                                                  Termination Fee In the event
that this Agreement is terminated (i) by Bidder pursuant to Section 8.1(b)(ii) due
to a willful breach of a covenant by a Seller or the Company or (ii) pursuant
to Section 8.1(g) or Section 8.1(h), and: (A) within
12 months after the date of such termination, any of the Sellers, the Company
or a Subsidiary of the Company consummates a transaction constituting a Change
of Control Transaction under clause (i) of the definition thereof (or enters
into a definitive agreement with respect thereto); or (B) within 18 months after the date of such termination, any of the
Sellers, the Company or a Subsidiary of the Company consummates an Internal
Restructuring that does not constitute a Change of Control Transaction and
thereafter, within such 18-month period, consummates a transaction constituting
a Change of Control Transaction under clause (i) of the definition thereof
(or enters into a definitive agreement with respect thereto) with a Satellite
Operator that is a Noteholder (or an Affiliate of such Noteholder), then in any
such case, the Company shall pay to Bidder, on the date of consummation of such
Change of Control Transaction, by wire transfer of immediately available funds
to an account designated by Bidder, $9,630,000. 
For clarity and the avoidance of doubt,
the Company’s obligation, if any, to pay such $9,630,000 is in addition to the
Company’s obligation, if any, to pay expenses pursuant to Section 8.2(b) above.


 


(b)                                                                                                                           In the event
that this Agreement is terminated (i) by Bidder pursuant to Section 8.1(b)(ii) due
to a willful breach of a covenant by a Seller or the Company or (ii) pursuant
to Section 8.1(g) or Section 8.1(h) and, in
either case, within 12 months after the date of such termination, any of the
Sellers, the Company or a Subsidiary of the Company consummates a transaction
constituting a Change of Control Transaction under clause (ii) or (iii) of
the definition thereof (or enters into a definitive agreement with respect
thereto), then the Company shall pay to Bidder, on the date of consummation of
such Change of Control Transaction, by wire transfer of immediately available
funds to an account designated by Bidder, $6,370,000.  For
clarity and the avoidance of doubt, the Company’s obligation, if any, to pay
such $6,370,000 is in addition to the Company’s obligation, if any, to pay
expenses pursuant to Section 8.2(b) above.


 


(c)                                                                                                                            Only one fee
shall be payable under any of Section 8.3(a) or Section 8.3(b),
if at all; provided, however, that if a fee becomes due under Section 8.3(b) and
a subsequent transaction is consummated (or a definitive agreement related
thereto is entered into) that gives rise to a payment obligation under Section 8.3(a),
then the Company shall be obligated to pay the amount due under Section 8.3(a) but
only after deducting the amount that previously became due (and was actually
paid) under Section 8.3(b).


 


(d)                                                                                                                           The provisions
of Sections 8.3(a) and (b) shall not apply in the event
that any of the Sellers, the Company or a Subsidiary of the Company consummates
a transaction (or enters into a definitive agreement with respect thereto) in
which (i) the aggregate purchase price in or value of the transaction is
less than $267,000,000 and (ii) the definitive agreement with respect to
such transaction is entered into following a Partial 


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


67

















 


Loss
resulting in a reduction in Available Satellite Operational Capability as
follows:  (A) with respect to Satmex 5, any reduction; or (B) with respect to Satmex 6, a reduction of 8.92857% or more.


 


(e)                                                                                                                            In the event
that this Agreement is terminated pursuant to Section 8.1(k), then
Bidder shall pay to the Company the sum of $1,000,000.


 


(f)                                                                                                                              In the event
that this Agreement is terminated pursuant to Section 8.1(d), where
such termination is solely the result of Bidder’s failure to cause the MXJV to
sign the Joinder Agreement or to otherwise have a MXJV Partner or alternate
MXJV sign the Joinder Agreement, then Bidder shall pay to the Company the sum
of $2,000,000.


 


(g)                                                                                                                           Payments made
by the Company pursuant to Section 8.3(a) or Section 8.3(b) shall
be the sole and exclusive remedy of the Buyers for damages against the Sellers,
the Company and any of the Company’s Subsidiaries with respect to such
termination or any breach of any covenant or agreement giving rise to such
payment.  Payments made by Bidder
pursuant to Section 8.3(e) or Section 8.3(f) shall
be the sole and exclusive remedy of the Sellers and the Company for damages
against Bidder with respect to such termination or any breach of any covenant
or agreement giving rise to such payment.


 


ARTICLE
IX

GENERAL PROVISIONS


 


Section 9.1                                      Nonsurvival of
Representations, Warranties and Covenants The respective
representations, warranties and covenants of the Seller, the Company and the
Buyers contained in this Agreement and any certificate delivered pursuant
hereto shall terminate at, and not survive, the Closing; provided, that
this Section 9.1 shall not limit any covenant or agreement of the
parties that by its terms requires performance after the Closing.


 


Section 9.2                                      Fees and
Expenses Except as otherwise provided herein, all fees and
expenses incurred in connection with or related to this Agreement or any
ancillary agreement and the transactions contemplated hereby and thereby shall
be paid by the party incurring such fees or expenses, whether or not such
transactions are consummated. 
Simultaneously with or prior to the Closing, the Company may use any
cash or cash equivalents of the Company or its Subsidiaries, other than the
Subsidiary Cash, to pay any such fees or expenses of the Company or its
Subsidiaries so long as the payment of such fees or expenses is or will be
accounted for in the notice of Available Cash provided to the Buyers pursuant
to Section 2.2(d).  In the
event of termination of this Agreement, the obligation of each party to pay its
own expenses will be subject to any rights of such party arising from a breach
of this Agreement by the other.


 


Section 9.3                                      Amendment and
Modification This Agreement may not be amended, modified or
supplemented in any manner, whether by course of conduct or otherwise, except
by an instrument in writing specifically designated as an amendment hereto,
signed by a duly authorized officer on behalf of each party (which in the case
of the Company, with respect to the Debt Offers, will require the Requisite Series B
Consent).


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


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Section 9.4                                      Waiver No failure or
delay of any party in exercising any right or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such right or
power, or any course of conduct, preclude any other or further exercise thereof
or the exercise of any other right or power. 
The rights and remedies of the parties hereunder are cumulative and are
not exclusive of any rights or remedies which they would otherwise have
hereunder.  Any agreement on the part of
any party to any such waiver shall be valid only if set forth in a written
instrument executed and delivered by a duly authorized officer on behalf of
such party (which in the case of the Company, with respect to the Debt Offers,
will require the Requisite Series B Consent).


 


Section 9.5                                      Notices All notices
and other communications hereunder shall be in writing and shall be deemed duly
given (a) on the date of delivery if delivered personally, or if by
facsimile, upon written confirmation of receipt by facsimile, e-mail or
otherwise, (b) on the first Business Day following the date of dispatch if
delivered utilizing a next-day service by a recognized next-day courier or (c) on
the earlier of confirmed receipt or the fifth Business Day following the date
of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid.  All notices
hereunder shall be delivered to the addresses set forth below, or pursuant to
such other instructions as may be designated in writing by the party to receive
such notice:


 


if to the Company prior to the Closing, to:


 


Satélites Mexicanos, S.A. de C.V.

Avenida Paseo de la Reforma No. 222, pisos 20 y 21

Col. Juárez

México, D.F., 06600

Attention:  ***

Facsimile:  ***


 


with a copy (which shall not constitute
notice) to:


 


Satélites Mexicanos, S.A. de C.V.

Avenida Paseo de la Reforma No. 222, pisos 20 y 21

Col. Juárez

México, D.F., 06600

Attention:  ***

Facsimile: ***


 


if to the Company after the
Closing, to:


 


Satélites Mexicanos, S.A. de C.V.

c/o EchoStar Corporation

100 Inverness Terrace East

Englewood, Colorado 80112

Attention:  ***

Facsimile:  ***


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


69

















 


with a copy (which shall not constitute
notice) to:


 


EchoStar Corporation

100 Inverness Terrace East

Englewood, Colorado 80112

Attention:  General Counsel

Facsimile:  ***


 


if to DBM, to:


 


Deutsche Bank México, S.A., Institución de Banca
Múltiple,

División Fiduciaria

Blvd. Manuel Avila Camacho 40 Piso
17

Col. Lomas de Chapultepec, Cp. 11000, Distrito Federal, Mexico

Attention:  ***

Facsimile:  ***


 


if to FN, to:


 


Insurgentes Sur 1971

Torre IV, Piso 6,

Col. Guadalupe Inn,

01020 México, D.F

Attention:  ***

Facsimile:  ***


 


if to Bidder, to:


 


EchoStar Satellite Acquisition L.L.C.

100 Inverness Terrace East

Englewood, Colorado 80112

Attention:  ***

Facsimile:  ***


 


with a copy (which shall not constitute notice)
to:


 


EchoStar Satellite Acquisition L.L.C.

100 Inverness Terrace East

Englewood, Colorado 80112

Attention:  General Counsel

Facsimile:  ***


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


70

















 


if
to the Bidder Guarantor, to:


 


EchoStar Corporation

100 Inverness Terrace East

Englewood, Colorado 80112

Attention:  ***

Facsimile:  ***


 


with a copy (which shall not constitute
notice) to:


 


EchoStar Corporation

100 Inverness Terrace East

Englewood, Colorado 80112

Attention:  General Counsel

Facsimile:  ***


 


Section 9.6                                      Interpretation.  When a reference is made in this Agreement to
a Section, Article, Schedule, Annex or Exhibit such reference shall be to
a Section, Article, Schedule, Annex or Exhibit of this Agreement unless
otherwise indicated.  The table of
contents and headings contained in this Agreement or in any Exhibit are
for convenience of reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. 
All words used in this Agreement will be construed to be of such gender
or number as the circumstances require. 
Any capitalized terms used in any Exhibit but not otherwise defined
therein shall have the meaning as defined in this Agreement.  All Exhibits annexed hereto or referred to
herein are hereby incorporated in and made a part of this Agreement as if set
forth herein.  The word “including” and
words of similar import when used in this Agreement shall mean “including,
without limitation”, unless otherwise specified and the phrase “in the ordinary
course” or “in the ordinary course of business” shall mean “in the ordinary
course of business consistent with past practice”.  Each of the parties hereto (a) acknowledges
that Bidder’s rights to exercise its sole and absolute discretion in Section 7.3(i) and
Section 8.1(j) are an integral part of the transactions
contemplated by this Agreement and that without such rights the parties hereto
would not enter into this Agreement, and (b) agrees not to challenge the
validity, legality or enforceability of such rights.


 


Section 9.7                                      Entire
Agreement This Agreement (including the Exhibits, Annexes and
Schedules hereto) constitutes the entire agreement, and supersedes all prior
written agreements, arrangements, communications and understandings and all
prior and contemporaneous oral agreements, arrangements, communications and
understandings among the parties with respect to the subject matter hereof and
thereof.  This Agreement shall not be
deemed to contain or imply any restriction, covenant, representation, warranty,
agreement or undertaking of any party with respect to the transactions
contemplated hereby other than those expressly set forth herein or therein or
in any document required to be delivered hereunder or thereunder, and none
shall be deemed to exist or be inferred with respect to the subject matter
hereof.  The sole and exclusive remedies
for any breach of the terms and provisions of this Agreement (including any
representations and warranties set forth herein, made in connection herewith or
as an inducement to enter into this Agreement) or any claim or cause of action 


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


71

















 


otherwise arising out of or related to the
sale and purchase of the Shares shall be those remedies available at law or in
equity for breach of contract only and the parties hereby agree that no party
hereto shall have any remedies or cause of action (whether in contract or in
tort) for any statements, communications, disclosures, failures to disclose,
representations or warranties not set forth in this Agreement.  Notwithstanding any oral agreement or course
of action of the parties or their Representatives to the contrary, no party to
this Agreement shall be under any legal obligation to enter into or complete
the transactions contemplated hereby unless and until this Agreement shall have
been executed and delivered by each of the parties.


 


Section 9.8                                      No Third-Party
Beneficiaries Nothing in this Agreement, express or implied, is
intended to or shall confer upon any Person other than the parties and their
respective successors and permitted assigns any legal or equitable right,
benefit or remedy of any nature under or by reason of this Agreement, except as
provided in Section 6.13 and Section 6.15.


 


Section 9.9                                      Governing Law This Agreement
and all disputes or controversies (whether in contract or tort) arising out of
or relating to this Agreement (including the negotiation, execution or
performance of this Agreement), the transactions contemplated hereby or any
representation or warranty made in or in connection with this Agreement or the
transactions contemplated hereby shall be governed by, and construed in
accordance with, the Laws of ***, without regard to the Laws of any other
jurisdiction that might be applied because of the conflicts of laws principles.


 


Section 9.10                                Arbitration.  In the event any dispute (“Dispute”)
arises regarding or pertaining to the validity, intention or interpretation,
execution or compliance of this Agreement, including, without limitation,
regarding the computation of Total Cash to be Made Available to the Buyers, the
parties to this Agreement will, in good faith, use their reasonable best
efforts to settle such Dispute.  If,
within the 60 calendar days following the date in which one of the parties
gives notice to the other of the existence of a Dispute, such Dispute has not
been finally resolved in writing to the mutual satisfaction of the parties to
this Agreement, each of the parties hereto hereby irrevocably and
unconditionally agrees to submit such Dispute, for itself and its property, to
be fully and finally resolved by arbitration. 
Such arbitration shall be conducted in ***, in the English language,
pursuant to the Arbitration Rules of the International Chamber of Commerce
then in effect (the “ICC Rules”) by a panel of three arbitrators, one
designated by the Sellers, one designated by Bidder, and the third, who shall
act as chairman, designated by the other two arbitrators so appointed.  In the event that the first two arbitrators
fail to appoint the third arbitrator within 30 days after their selection,
such third arbitrator shall be appointed pursuant to the ICC Rules.  The arbitration panel shall, in respect of
any Dispute submitted thereto grant an award, strictly grounded in law, not
later than the end of the ninth calendar month after the month in which such
Dispute is submitted to arbitration.  The
award of the arbitration panel will be final and binding on the parties to this
Agreement and such award may be entered in any court having jurisdiction for
its enforcement, and the parties to this Agreement hereby expressly submit to
the jurisdiction of said court.  The fees
and expenses of the arbitration panel shall be borne equally by the parties to
this Agreement; provided, however, each such party shall be
solely responsible for all fees and expenses of counsel retained by such party
in connection with any such arbitration.


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


72

















 


Section 9.11                                U.S. Export
Control Laws The parties acknowledge and agree that the assets
and properties, technical information, and any accompanying technology provided
under this Agreement are subject to export controls under the Laws and
regulations of the United States.  Each
party shall comply with such Laws and regulations and agrees not to export,
re-export, or otherwise transfer such services or items to foreign persons
(including foreign national employees) without first obtaining all required
United States authorizations or licenses.


 


Section 9.12                                Disclosure
Generally  Notwithstanding anything to the contrary contained
in the Disclosure Schedules or in this Agreement, the information and
disclosures contained in any Disclosure Schedule shall be deemed to be
disclosed and incorporated by reference in any other Disclosure Schedule as
though fully set forth in such Disclosure Schedule for which applicability of
such information and disclosure is reasonably apparent on its face.  The fact that any item of information is
disclosed in any Disclosure Schedule shall not be construed to mean that such
information is required to be disclosed by this Agreement.  Such information and the dollar thresholds
set forth herein shall not be used as a basis for interpreting the terms “material”
or “Material Adverse Effect” or other similar terms in this Agreement.


 


Section 9.13                                Personal
Liability This Agreement shall not create or be deemed to
create or permit any personal liability or obligation (whether in contract or
tort) on the part of any direct or indirect shareholder of the Sellers, the
Company or the Buyers or any officer, director, employee, Representative or
investor of any party hereto, including, without limitation, liability for any
alleged non-disclosure or misrepresentations made by any such Person.


 


Section 9.14                                Assignment;
Successors Neither this Agreement nor any of the rights,
interests or obligations under this Agreement may be assigned or delegated, in
whole or in part, by operation of law or otherwise, (a) by either Seller
without the express prior written consent of the Buyers and, after the Closing,
the Company, (b) by the Company without the express written consent of,
prior to the Closing, the Buyers, and, after the Closing, the Sellers, (c) by
either Buyer without the express written consent of the Sellers, the Bidder
Guarantor and, prior to the Closing, the Company, and any such assignment
without such prior written consent shall be null and void; provided, however,
that the Buyers may assign this Agreement to any Affiliate of the Buyers
without the prior consent of the Sellers or the Company; provided  further,
that either Seller may assign any of its rights under this Agreement, including
the right to receive the Equity Purchase Price, to one or more Affiliates of
such Seller without the consent of the Buyers or the Company; provided  still
further, that no assignment shall limit the assignor’s obligations
hereunder.  Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.


 


Section 9.15                                Currency All references
to “dollars” or “$” or “US$” in this Agreement refer to United States dollars,
which is the currency used for all purposes in this Agreement.


 


Section 9.16                                Severability Whenever
possible, each provision or portion of any provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable Law,
but if any provision or portion of any provision of this Agreement is held 


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


73

















 


to be invalid, illegal or unenforceable in
any respect under any applicable Law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein, as long as the remaining provisions, taken together, are
sufficient to carry out the overall intentions of the parties as evidenced
hereby.


 


Section 9.17                                Counterparts This Agreement
may be executed in two or more counterparts, all of which shall be considered
one and the same instrument and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties.


 


Section 9.18                                Facsimile
Signature This Agreement may be executed by facsimile signature
or by e-mail delivery of a “.pdf” format data file and a facsimile or “.pdf” signature
shall constitute an original for all purposes, provided that
corresponding originals are duly delivered and exchanged by the parties on or
before the Closing Date.


 


Section 9.19                                Time of Essence Time is of the
essence with regard to all dates and time periods set forth or referred to in
this Agreement.


 


Section 9.20                                No Presumption
Against Drafting Party Each of the Buyers, the Sellers and the
Company acknowledges that each party to this Agreement has been represented by
counsel in connection with this Agreement and the transactions contemplated by
this Agreement.  Accordingly, any rule of
law or any legal decision that would require interpretation of any claimed ambiguities
in this Agreement against the drafting party has no application and is
expressly waived.


 


[The
remainder of this page is intentionally left blank.]


 


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


74

















 


IN WITNESS WHEREOF, the Sellers, the Company
and Buyers and, for purposes of Section 6.21 only, the Bidder
Guarantor, have caused this Agreement to be executed as of the date first
written above by their respective officers thereunto duly authorized.


 


	
   

  	
  Deutsche Bank México, S.A., Institución de Banca Múltiple, División
  Fiduciaria solely and exclusively as trustee in the Irrevocable
  Administration Trust Agreement No. F/589

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Alonso Rojas Dingler

  
	
   

  	
   

  	
  Title:  Trustee Delegate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Nacional Financiera, S.N.C., Institución de Banca de Desarrollo,
  Dirección Fiduciaria as trustee in the Irrevocable Administration Trust
  Agreement No. 80501

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Patricio E. Northland

  
	
   

  	
   

  	
  Title:
  Director General

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EchoStar Satellite Acquisition L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:
  

  



 


 


[Signature page to Stock Purchase
Agreement]


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 


 

















 


	
   

  	
  And for purposes of Section 6.21 only:

  
	
   

  	
   

  
	
   

  	
  EchoStar Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:
  

  



 


 


[Signature page to Stock Purchase
Agreement]


 






***Certain confidential portions of this exhibit were omitted by means
of redacting a portion of the text. 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.


 
















 


EXHIBIT A


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


EXHIBIT B


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


EXHIBIT C


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


EXHIBIT D


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


EXHIBIT E


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


EXHIBIT F


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


EXHIBIT G


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


EXHIBIT H


 


***


 






***Certain confidential
portions of this exhibit were omitted by means of redacting a portion of the
text. 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.


 

















 


ANNEX A


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


ANNEX B


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 
















 


ANNEX C


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


EXECUTION VERSION


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULES


 


to


 


STOCK
PURCHASE AGREEMENT


 


among


 


Deutsche
Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria,

 solely and exclusively as
trustee in the 

Irrevocable Administration Trust Agreement No. F/589


 


and


 


Nacional
Financiera, S.N.C., Institución de Banca de Desarrollo, Dirección Fiduciaria,

solely and exclusively as trustee in the

Irrevocable Administration Trust Agreement No. 80501


 


 


as the Sellers,


 


Satélites Mexicanos, S.A. de C.V.,


 


as the
Company,


 


EchoStar
Satellite Acquisition L.L.C.,


 


as
Bidder


 


and


 


EchoStar
Corporation,


 


for
the purposes of Section 6.21 only,


 


as
the Bidder Guarantor


 


 


Dated as
of February 25, 2010


 


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


These Schedules are being
delivered pursuant to, and form part of, that certain Stock Purchase Agreement,
dated as of February 25, 2010 by and among Deutsche Bank México, S.A.,
Institución de Banca Múltiple, División Fiduciaria, solely and exclusively as
trustee in the Irrevocable Administration Trust Agreement No. F/589 dated November 28,
2006 (the “DBM Trust”), and Nacional Financiera, S.N.C., Institución de Banca
de Desarrollo, Dirección Fiduciaria, solely and exclusively as trustee in the
Irrevocable Administration Trust Agreement No. 80501 dated November 28,
2006, as the Sellers, Satélites Mexicanos, S.A. de C.V., a Sociedad Anónima de Capital Variable, as the Company, and EchoStar
Satellite Acquisition L.L.C., a limited liability company organized under the
Laws of Colorado and EchoStar Corporation, a Nevada corporation, for the
purposes of Section 6.21 only, as the Bidder Guarantor (the “Agreement”).  Any capitalized terms used but not defined
herein which are defined in the Agreement shall have the meanings set forth in
the Agreement, unless the context otherwise requires.


 


Descriptive headings in
these Schedules are inserted for reference purposes and for convenience of the
reader only.  Terms defined in the
Agreement are used with the same meaning in these Schedules.  The representations and warranties of the
Sellers in Article III, the Company in Article IV, and the covenants
of the Sellers and the Company in Article VI of the Agreement are made and
given subject to the disclosures in these Schedules.


 


Notwithstanding anything
to the contrary contained in these Schedules or in the Agreement, the
information and disclosures contained in any Schedule shall be deemed to be
disclosed and incorporated by reference in any other Schedule as though fully
set forth in such Schedule for which applicability of such information and
disclosure is reasonably apparent on its face. 
The fact that any item of information is disclosed in any Schedule shall
not be construed to mean that such information is required to be disclosed by
the Agreement.  Such information and the
dollar thresholds set forth herein shall not be used as a basis for
interpreting the terms “material” or “Material Adverse Effect” or other similar
terms in the Agreement.


 


Unless the Agreement
specifically provides otherwise, the inclusion of any specific item in any
Schedule is not intended to imply that such item or matter, or other items or
matters, are or are not in the ordinary course, and no party shall use the fact
of the setting forth or the inclusion of any such item or matter in any dispute
or controversy between the parties as to whether any obligation, item or matter
not included in any Schedule is or is not in the ordinary course for purposes
of the Agreement.


 


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 


i
















 


Schedule 1.1


 


SCHEDULE
2.1


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 


2

















 


SCHEDULE
3.3


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
3.4(A)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
3.4(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
3.4(C)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.1(A)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.3


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.4


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.5(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.6(A)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 
















 


SCHEDULE
4.6(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.6(C)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.7(A)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.7(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.8(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.8(C)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.9


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.10(A)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.10(C)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.11(A)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 
















 


SCHEDULE
4.11(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.11(C)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.11(D)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.11(E)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.12


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.13(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.13(D)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.14(A)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.15(A)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.15(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 
















 


SCHEDULE
4.15(C)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.16


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.18


 


***


 






***Certain confidential
portions of this exhibit were omitted by means of redacting a portion of the
text. 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.


 

















 


SCHEDULE
4.18(C)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
4.22


 


BOARD OF
DIRECTORS


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
5.5


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
6.1


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
6.11(C)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
6.13


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
6.22


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
7.1(B)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.


 

















 


SCHEDULE
7.1(D)


 


***


 






***Certain
confidential portions of this exhibit were omitted by means of redacting a
portion of the text. 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.