Contract
EXHIBIT 2.30
EXECUTION COPY
EXECUTION COPY
SUPPLEMENTAL INDENTURE , dated as of May 21, 2009 (this “Supplemental Indenture”),
among Satélites Mexicanos, S.A. de C.V., a corporation (sociedad anónima de capital variable)
organized under the laws of the United Mexican States (the “Issuer”), Alterna’TV
International Corporation, a Delaware corporation (the “New First Priority Guarantor”);
HSBC Bank USA, National Association, as indenture trustee (the “Trustee”) under that
certain Indenture dated as of November 30, 2006 (the “Indenture”) among the Company, each
of the First Priority Guarantors named therein, and the Trustee.
W I T N E S S E T H :
WHEREAS, Capitalized terms used and not defined herein shall have the meanings ascribed to
such terms in the Indenture.
WHEREAS, Section 7.2(3) of the Indenture provides that the Company, when authorized by Board
Resolutions, and the Trustee may, among other things, enter into one or more indentures
supplemental to the Indenture, without the consent of any First Priority Holder or Guarantor, to
add a First Priority Guarantor;
WHEREAS, Section 4.33(c)(iv)(i) of the Indenture provides that any newly created or acquired
Restricted Subsidiary of the Company must join the Indenture as a First Priority Guarantor; and
WHEREAS, the Company and the New First Priority Guarantor shall execute and deliver to the
Trustee this Supplemental Indenture.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. First Priority Guarantees. The New First Priority Guarantor hereby agrees to
unconditionally assume all the all of the rights and obligations of a First Priority Guarantor
under the Indenture as described therein.
2. Trustee. The Trustee accepts the modification of the Indenture effected by this
Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without
limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness
of the recitals herein contained, which shall be taken as the statements of the Company. The
Trustee makes no representation and shall have no responsibility as to the validity and sufficiency
of this Supplemental Indenture.
3. Effect on Indenture. As supplemented by this Supplemental Indenture, the Indenture
is hereby ratified and confirmed in all respects.
4. Counterparts. This Supplemental Indenture may be executed in counterparts, each of
which when so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
5. Governing Law. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.
SATÉLITES MEXICANOS, S.A. DE C.V. |
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By: | /s/ XXXX XXXXXXXX XXXXX XXXXXXX | |||
Name: | Xxxx Xxxxxxxx Xxxxx Xxxxxxx | |||
Title: | CFO | |||
By: | /s/ XXXXXX XXXXXX XXXXX XXXXXX | |||
Name: | Xxxxxx Xxxxxx Xxxxx Xxxxxx | |||
Title: | Legal Representative | |||
ALTERNA’TV INTERNATIONAL CORP. |
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By: | /s/ XXXX XXXXXXXX XXXXX XXXXXXX | |||
Name: | Xxxx Xxxxxxxx Xxxxx Xxxxxxx | |||
Title: | CFO & Treasurer | |||
By: | /s/ XXXXXXXX XXXXXXXXX XXXXXX XXXXXX | |||
Name: | Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx | |||
Title: | VP Legal Affairs | |||
HSBC BANK USA, NATIONAL ASSOCIATION |
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By: | /s/ XXXXXX X. XXXXXX | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Assistant Vice President |
[Signature Page to the First Priority Supplemental Indenture]